LOGITECH INTERNATIONAL S.A.
For the period ended Mar 31, 2025. Filed Jul 24, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Mar 31, 2025 · Filed Jul 24, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant [X] | |
|---|---|
| Filed by a Party other than the Registrant [ ] | |
| Check the appropriate box: | |
| [ ] | Preliminary Proxy Statement |
| [ ] | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| [X] | Definitive Proxy Statement |
| [ ] | Definitive Additional Materials |
| [ ] | Soliciting Material Pursuant to §240.14a-12 |
Logitech International S.A.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| [X] | No fee required. |
| [ ] | Fee paid previously with preliminary materials. |
| [ ] | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
July 24, 2025To our shareholders:You are cordially invited to attend Logitech's 2025 Annual General Meeting. The meeting will be held on Tuesday, September 9, 2025 at 9:00 a.m. CEST at the SwissTech Convention Center, EPFL, in Lausanne, Switzerland.Enclosed is the Invitation and Proxy Statement for the meeting, which includes an agenda and discussion of the items to be voted on at the meeting, instructions on how you can exercise your voting rights, information concerning Logitech’s compensation of its Board members and executive officers, and other relevant information.Whether or not you plan to attend the 2025 Annual General Meeting, your vote is important, and you should take the steps required so that your shares are represented at the 2025 Annual General Meeting. Thank you for your continued support of Logitech.Wendy Becker Chairperson of the Board
LOGITECH INTERNATIONAL S.A.
Invitation to the Annual General Meeting
Tuesday, September 9, 2025
9:00 a.m. Central European Summer Time (registration starts at 8:30 a.m.)
SwissTech Convention Center, EPFL – Lausanne, Switzerland
AGENDA
Proposals
Approval of the Annual Report, the consolidated financial statements and the statutory financial statements of Logitech International S.A. for fiscal year 2025
Advisory vote to approve Named Executive Officers Compensation for fiscal year 2025
Advisory vote on the Swiss Statutory Compensation Report for fiscal year 2025
Advisory vote on the Swiss Statutory Non-Financial Matters Report for fiscal year 2025
Appropriation of available earnings and declaration of dividend
Amendment of the Articles of Incorporation: Renewal of the Capital Band
Release of the Board of Directors and Executive Officers from liability for activities during fiscal year 2025
Elections to the Board of Directors
8.A. Re-election of Mr. Donald Allan
8.B. Re-election of Dr. Edouard Bugnion
8.C. Re-election of Ms. Johanna 'Hanneke' Faber
8.D. Re-election of Mr. Guy Gecht
8.E. Re-election of Mr. Christopher Jones
8.F. Re-election of Ms. Marjorie Lao
8.G. Re-election of Mr. Owen Mahoney
8.H. Re-election of Ms. Neela Montgomery
8.I. Re-election of Mr. Kwok Wang Ng
8.J. Re-election of Ms. Deborah Thomas
8.K. Re-election of Mr. Sascha Zahnd
Election of the Chairperson of the Board
Elections to the Compensation Committee
10.A. Re-election of Mr. Donald Allan
10.B. Re-election of Mr. Kwok Wang Ng
10.C. Re-election of Ms. Neela Montgomery
10.D. Re-election of Ms. Deborah Thomas
Approval of Compensation for the Board of Directors for the 2025 to 2026 Board Year
Approval of Compensation for the Group Management Team for fiscal year 2027
Re-election of KPMG AG as Logitech’s auditors and ratification of the appointment of KPMG LLP as Logitech’s independent registered public accounting firm for fiscal year 2026
Re-election of Etude Regina Wenger & Sarah Keiser-Wüger as Independent Representative
Hautemorges, Switzerland, July 24, 2025
The Board of Directors
Questions and Answers about The Logitech 2025 Annual General Meeting
General Information for All Shareholders
| WHY AM I RECEIVING THIS “INVITATION AND PROXY STATEMENT”? | This document is designed to comply with both Swiss corporate law and U.S. proxy statement rules. Outside of the U.S. and Canada, the agenda, the proposals and the explanations included in this Invitation and Proxy Statement together with an explanation of organizational matters will be made available to registered shareholders also in French and German. We made copies of this Invitation and Proxy Statement available to shareholders beginning on July 24, 2025.The Response Coupon or Proxy Card are requested on behalf of the Board of Directors of Logitech for use at Logitech’s Annual General Meeting. The meeting will be held on Tuesday, September 9, 2025 at 9:00 a.m., Central European Summer Time, at the SwissTech Convention Center, EPFL, in Lausanne, Switzerland. |
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| WHO IS ENTITLED TO VOTE AT THE MEETING? | Shareholders registered in the Share Register of Logitech International S.A. (including in the sub-register maintained by Logitech’s U.S. transfer agent, Computershare) on Wednesday, September 3, 2025 have the right to vote at the Annual General Meeting. No shareholders will be entered in the Share Register between September 3, 2025 and the day following the meeting. As of June 30, 2025, there were 71,036,546 shares registered and entitled to vote out of a total of 147,551,488 Logitech shares outstanding (net of treasury shares). The actual number of registered shares that will be entitled to vote at the meeting will vary depending on how many more shares are registered, or deregistered, between June 30, 2025 and September 3, 2025.For information on the criteria for the determination of the U.S. or Canadian “street name” beneficial owners who may vote with respect to the meeting, please refer to “Further Information for U.S. or Canadian “Street Name” Beneficial Owners” below. |
| WHO IS A REGISTERED SHAREHOLDER? | If your shares are registered directly in your name with us in the Share Register of Logitech International S.A., or in our sub-register maintained by our U.S. transfer agent, Computershare, you are considered a registered shareholder, and this Invitation and Proxy Statement and related materials are being sent or made available to you by or on behalf of Logitech. |
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING
| WHO IS A BENEFICIAL OWNER WITH SHARES REGISTERED IN THE NAME OF A CUSTODIAN, OR “STREET NAME” OWNER? | Shareholders that have not requested registration in our Share Register directly, and hold shares through a broker, trustee or nominee or other similar organization that is a registered shareholder, are beneficial owners of shares registered in the name of a custodian. If you hold your Logitech shares through a U.S. or Canadian broker, trustee or nominee or other similar organization (also called holding in “street name”), which is the typical practice of our shareholders in the U.S. and Canada, the organization holding your account is considered the registered shareholder for purposes of voting at the meeting, and this Invitation and Proxy Statement and related materials are being sent or made available to you by them. You have the right to direct that organization on how to vote the shares held in your account. |
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| WHY IS IT IMPORTANT FOR ME TO VOTE? | Logitech is a public company and certain key decisions can only be made by shareholders. Whether or not you plan to attend, your vote is important so that your shares are represented. |
| HOW MANY REGISTERED SHARES MUST BE PRESENT OR REPRESENTED TO CONDUCT BUSINESS AT THE MEETING? | There is no presence quorum requirement for the meeting. Under Swiss law, public companies do not have specific quorum requirements for shareholder meetings, and our Articles of Incorporation do not otherwise provide for a quorum requirement. |
| WHERE ARE LOGITECH’S PRINCIPAL EXECUTIVE OFFICES? | Logitech’s principal executive office in Switzerland is at EPFL – Quartier de l’Innovation, 1015 Lausanne, Switzerland, and our principal executive office in the United States is at c/o Logitech Inc., 3930 North First Street, San Jose, CA 95134. Logitech’s main telephone number in Switzerland is +41-(0)21-863-5111 and our main telephone number in the United States is +1-510-795-8500. |
| HOW CAN I OBTAIN LOGITECH’S PROXY STATEMENT, ANNUAL REPORT AND OTHER ANNUAL REPORTING MATERIALS? | A copy of our 2025 Annual Report to Shareholders, which contains the consolidated financial statements of Logitech International S.A for the fiscal year ended March 31, 2025, the Swiss statutory financial statements of Logitech International S.A. for the fiscal year ended March 31, 2025, and the auditor’s reports thereon, this Invitation and Proxy Statement and our Annual Report on Form 10-K for fiscal year 2025 filed with the U.S. Securities and Exchange Commission (the “SEC”) are available on our website at http://ir.logitech.com. Shareholders also may request free copies of these materials at our principal executive offices in Switzerland or the United States, at the addresses above, or by contacting our investor relations group at IR@logitech.com or at +1-510-916-9842. |
| WHERE CAN I FIND THE VOTING RESULTS OF THE MEETING? | We intend to announce voting results at the meeting and issue a press release promptly after the meeting. We will also file the results on a Current Report on Form 8-K with the SEC by Tuesday, September 16, 2025. A copy of the Form 8-K will be available on our website at http://ir.logitech.com. |
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING
| IF I AM NOT A REGISTERED SHAREHOLDER, CAN I ATTEND AND VOTE AT THE MEETING? | You may not attend the meeting and vote your shares in person at the meeting unless you either become a registered shareholder by Wednesday, September 3, 2025 or you obtain a “legal proxy” from the broker, trustee or nominee that holds your shares, giving you the right to vote the shares at the meeting. If you hold your shares through a non-U.S. or non-Canadian broker, trustee or nominee, you may become a registered shareholder by contacting our Share Registrar at Logitech International S.A., c/o Devigus Shareholder Services, Birkenstrasse 47, CH-6343 Rotkreuz, Switzerland, and following their registration instructions or, in certain countries, by requesting registration through the bank or brokerage through which you hold your shares. If you hold your shares through a U.S. or Canadian broker, trustee or nominee, you may become a registered shareholder by contacting your broker, trustee or nominee, and following their registration instructions. |
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Further Information for Registered Shareholders
| HOW CAN I VOTE IF I CANNOT ATTEND THE MEETING? | If you do not plan to attend the meeting in person, you may appoint the Independent Representative, Etude Regina Wenger & Sarah Keiser-Wüger, to represent you at the meeting. Please provide your voting instructions by marking the applicable boxes beside the agenda items on the Internet voting site for registered shareholders, www.gvmanager-live.ch/logitech for shareholders on the Swiss share register or www.proxyvote.com for shareholders on the U.S. share register, or on the Response Coupon or Proxy Card, as applicable. |
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| SWISS SHARE REGISTER – INTERNET VOTING – Go to the Internet voting site www.gvmanager-live.ch/logitech and log in with your access code printed on the Response Coupon. Please use the menu item “Grant Procuration” and submit your instructions by clicking on the “Send” button.SWISS SHARE REGISTER – RESPONSE COUPON – Mark the box under Option 3 on the enclosed Response Coupon. Please sign, date and promptly mail your completed Response Coupon to Etude Regina Wenger & Sarah Keiser-Wüger using the appropriate enclosed postage-paid envelope addressed to Logitech International S.A., c/o Devigus Shareholder Services, Birkenstrasse 47, CH-6343 Rotkreuz, Switzerland. | |
| U.S. SHARE REGISTER – INTERNET VOTING – Go to the Internet voting site www.proxyvote.com and log in with your 16-digit voting control number printed in the box marked by the arrow on the Notice of Internet Availability of Proxy Materials that you received from us. Please follow the menus to select the Independent Representative, Etude Regina Wenger & Sarah Keiser-Wüger, to represent you at the meeting. Please submit your instructions by clicking on the "Submit" button.U.S. SHARE REGISTER – PROXY CARD – If you have requested a Proxy Card, mark the box “Yes” on the Proxy Card to select the Independent Representative, Etude Regina Wenger & Sarah Keiser-Wüger, to represent you at the meeting. Please sign, date and promptly mail your completed Proxy Card to Broadridge using the enclosed postage-paid envelope. |
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING
| HOW CAN I ATTEND THE MEETING? | If you wish to attend the meeting in person, you will need to obtain an admission card. You may order your admission card on the Internet voting site for registered shareholders, www.gvmanager-live.ch/logitech for shareholders on the Swiss share register or www.proxyvote.com for shareholders on the U.S. share register, or on the Response Coupon or Proxy Card, as applicable, and we will send you an admission card for the meeting. If an admission card is not received by you prior to the meeting and you are a registered shareholder as of September 3, 2025, you may attend the meeting by presenting proof of identification at the meeting. |
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| SWISS SHARE REGISTER – INTERNET VOTING – Go to the Internet voting site www.gvmanager-live.ch/logitech and log in with your access code printed on the Response Coupon. Please use the menu item “Order Admission Card.”SWISS SHARE REGISTER – RESPONSE COUPON – Mark the box under Option 1 on the enclosed Response Coupon. Please send the completed, signed and dated Response Coupon to Logitech using the enclosed postage-paid envelope by Wednesday, September 3, 2025. | |
| U.S. SHARE REGISTER – INTERNET VOTING – Go to the Internet voting site www.proxyvote.com and log in with your 16-digit voting control number printed in the box marked by the arrow on the Notice of Internet Availability of Proxy Materials that you received from us. Please follow the menus to indicate that you will personally attend the meeting.U.S. SHARE REGISTER – PROXY CARD – If you have requested a Proxy Card, mark the box “Yes” on the Proxy Card to indicate that you will personally attend the meeting. Please sign, date and promptly mail your completed Proxy Card to Broadridge using the enclosed postage-paid envelope by Wednesday, September 3, 2025. | |
| CAN I HAVE ANOTHER PERSON REPRESENT ME AT THE MEETING? | Yes. If you would like someone other than the Independent Representative to represent you at the meeting, please mark Option 2 on the Response Coupon (for shareholders on the Swiss share register) or, if you requested a Proxy Card (for shareholders on the U.S. share register), mark the box on the Proxy Card to authorize the person you name on the reverse side of the Proxy Card. On either the Response Coupon or the Proxy Card, please provide the name and address of the person you want to represent you. Please return the completed, signed and dated Response Coupon to Logitech and the completed, signed and dated Proxy Card to Broadridge, using the enclosed postage-paid envelope by September 3, 2025. We will send an admission card for the meeting to your representative. If the name and address instructions you provide are not clear, Logitech will send the admission card to you, and you must forward it to your representative.If you requested and received an admission card to attend the meeting in person, you can also authorize someone other than the Independent Representative to represent you at the meeting on the admission card and provide that signed, dated and completed admission card to your representative, together with your voting instructions. |
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING
| CAN I SELL MY SHARES BEFORE THE MEETING IF I HAVE VOTED? | Logitech does not block the transfer of shares before the meeting. However, if you sell your Logitech shares before the meeting and Logitech’s Share Registrar is notified of the sale, your votes with those shares will not be counted. Any person who purchases shares after the Share Register closes on Wednesday, September 3, 2025 will not be able to register them until the day after the meeting and so will not be able to vote the shares at the meeting. |
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| IF I VOTE BY PROXY, CAN I CHANGE MY VOTE AFTER I HAVE VOTED? | You may change your vote by Internet or by mail through September 3, 2025. You may also change your vote by attending the meeting and voting in person. For shareholders on the Swiss share register, you may revoke your vote by requesting a new access code and providing new voting instructions at www.gvmanager-live.ch/logitech, or by requesting and submitting a new Response Coupon from our Swiss Share Register at Devigus Shareholder Services (by telephone at 41-41-798-48-33 or by email at logitech@devigus.com). For shareholders on the U.S. share register, you may revoke your vote by providing new voting instructions at www.proxyvote.com, if you voted by Internet, or by requesting and submitting a new Proxy Card. Your attendance at the meeting will not automatically revoke your vote or Response Coupon or Proxy Card unless you vote again at the meeting or specifically request in writing that your prior voting instructions be revoked. |
| SWISS SHARE REGISTER – INTERNET VOTING – After you receive the new access code, go to the Internet voting site www.gvmanager-live.ch/logitech and log in. Please use the menu item “Grant Procuration.” Follow the directions on the site to complete and submit your new instructions until Wednesday, September 3, 2025, 23:59 (Central European Summer Time), or you may attend the meeting and vote in person.SWISS SHARE REGISTER – RESPONSE COUPON – If you request a new Response Coupon and wish to vote again, you may complete the new Response Coupon and return it to us by September 3, 2025, or you may attend the meeting and vote in person. | |
| U.S. SHARE REGISTER – INTERNET VOTING – Go to the Internet voting site www.proxyvote.com and log in with your 16-digit voting control number printed in the box on the Notice of Internet Availability of Proxy Materials that you received from us. Please follow the menus to submit your new instructions until Wednesday, September 3, 2025, 11:59 p.m. (U.S. Eastern Daylight Time), or you may attend the meeting and vote in person.U.S. SHARE REGISTER – PROXY CARD – If you request a new Proxy Card and wish to vote again, you may complete the new Proxy Card and return it to Broadridge by September 3, 2025, or you may attend the meeting and vote in person. |
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING
| IF I VOTE BY PROXY, WHAT HAPPENS IF I DO NOT GIVE SPECIFIC VOTING INSTRUCTIONS? | SWISS SHARE REGISTER – INTERNET VOTING – If you are a registered shareholder and vote using the Internet voting site, you have to give specific voting instructions for all agenda items before you can submit your instructions.SWISS SHARE REGISTER – RESPONSE COUPON – If you are a registered shareholder and sign and return a Response Coupon without giving specific voting instructions for some or all agenda items, you thereby give instructions to the Independent Representative to vote your shares in accordance with the recommendations of the Board of Directors for such agenda items as well as for new, amended or modified proposals that could be presented to shareholders during the course of the meeting. |
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| U.S. SHARE REGISTER – INTERNET VOTING – If you are a registered shareholder and vote using the Internet voting site without giving specific voting instructions for some or all agenda items, you thereby give instructions to the Independent Representative to vote your shares in accordance with the recommendations of the Board of Directors for such agenda items as well as for new, amended or modified proposals that could be presented to shareholders during the course of the meeting.U.S. SHARE REGISTER – PROXY CARD – If you are a registered shareholder and sign and return a Proxy Card without giving specific voting instructions for some or all agenda items, you thereby give instructions to the Independent Representative to vote your shares in accordance with the recommendations of the Board of Directors for such agenda items as well as for new, amended or modified proposals that could be presented to shareholders during the course of the meeting. | |
| WHO CAN I CONTACT IF I HAVE QUESTIONS? | If you have any questions or need assistance in voting your shares, please call us at +1-510-916-9842 or email us at IR@logitech.com. |
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING
Further Information for U.S. or Canadian “Street Name” Beneficial Owners
| WHY DID I RECEIVE A ONE-PAGE NOTICE IN THE MAIL REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PROXY MATERIALS? | We have provided access to our proxy materials over the Internet to beneficial owners holding their shares in “street name” through a U.S. or Canadian broker, trustee or nominee. Accordingly, such brokers, trustees or nominees are forwarding a Notice of Internet Availability of Proxy Materials (the “Notice”) to such beneficial owners. All such shareholders will have the ability to access the proxy materials on a website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found on the Notice. In addition, beneficial owners holding their shares in street name through a U.S. or Canadian broker, trustee or nominee may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. |
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| HOW CAN I GET ELECTRONIC ACCESS TO THE PROXY MATERIALS? | The Notice will provide you with instructions regarding how to:•View our proxy materials for the meeting on the Internet; and•Instruct us to send our future proxy materials to you electronically by email.Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual shareholders’ meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it. |
| WHO MAY PROVIDE VOTING INSTRUCTIONS FOR THE MEETING? | For purposes of U.S. or Canadian beneficial shareholder voting, shareholders holding shares through a U.S. or Canadian broker, trustee or nominee organization on July 7, 2025 may direct the organization on how to vote. Logitech has made arrangements with a service company to U.S. and Canadian brokers, trustees and nominee organizations for that service company to provide a reconciliation of share positions of U.S. and Canadian “street name” beneficial owners between July 7, 2025 and August 26, 2025, which Logitech determined is the last practicable date before the meeting for such a reconciliation. These arrangements are intended to result in the following adjustments: If a U.S. or Canadian “street name” beneficial owner as of July 7, 2025 votes but subsequently sells their shares before August 26, 2025, their votes will be canceled. A U.S. or Canadian “street name” beneficial owner as of July 7, 2025 that has voted and subsequently increases or decreases their shareholdings but remains a beneficial owner as of August 26, 2025 will have their votes increased or decreased to reflect their shareholdings as of August 26, 2025.If you acquire Logitech shares in “street name” after July 7, 2025 through a U.S. or Canadian broker, trustee or nominee, and wish to vote at the meeting or provide voting instructions by proxy, you must become a registered shareholder. You may become a registered shareholder by contacting your broker, trustee or nominee, and following their registration instructions. In order to allow adequate time for registration, for proxy materials to be sent or made available to you, and for your voting instructions to be returned to us before the meeting, please begin the registration process as far before September 3, 2025 as possible. |
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING
| IF I AM A U.S. OR CANADIAN “STREET NAME” BENEFICIAL OWNER, HOW DO I VOTE? | If you are a beneficial owner of shares held in “street name” and you wish to vote in person at the meeting, you must obtain a valid proxy from the organization that holds your shares.If you do not wish to vote in person, you may vote by proxy. You may vote by proxy over the Internet, by mail or by telephone by following the instructions provided in the Notice or on the Proxy Card. |
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| WHAT HAPPENS IF I DO NOT GIVE SPECIFIC VOTING INSTRUCTIONS? | If you are a beneficial owner of shares held in “street name” in the United States or Canada and do not provide your broker, trustee or nominee with specific voting instructions, then under the rules of various national and regional securities exchanges, your broker, trustee or nominee may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, your shares will not be voted on such matter and will not be considered votes cast on the applicable Proposal. We encourage you to provide voting instructions to the organization that holds your shares by carefully following the instructions provided in the Notice. We believe the following Proposals will be considered non-routine: Proposal 2 (Advisory Vote to Approve Named Executive Officers Compensation for Fiscal Year 2025), Proposal 3 (Advisory Vote on the Swiss Statutory Compensation Report for Fiscal Year 2025), Proposal 4 (Advisory Vote on the Swiss Statutory Non-Financial Matters Report for Fiscal Year 2025), Proposal 5 (Appropriation of Available Earnings and Declaration of Dividend), Proposal 6 (Amendment of the Articles of Incorporation: Renewal of Capital Band), Proposal 7 (Release of the Board of Directors and Executive Officers from Liability for Activities during Fiscal Year 2025), Proposal 8 (Elections to the Board of Directors), Proposal 9 (Election of the Chairperson of the Board), Proposal 10 (Elections to the Compensation Committee), Proposal 11 (Approval of Compensation for the Board of Directors for the 2025 to 2026 Board Year), Proposal 12 (Approval of Compensation for the Group Management Team for Fiscal Year 2027), Proposal 14 (Re-election of Etude Regina Wenger & Sarah Keiser-Wüger as Independent Representative). All other Proposals involve matters that we believe will be considered routine. Any “broker non-votes” on any Proposals will not be considered votes cast on the Proposal. |
| WHAT IS THE DEADLINE FOR DELIVERING MY VOTING INSTRUCTIONS? | If you hold your shares through a U.S. or Canadian bank or brokerage or other custodian, you have until 11:59 pm (U.S. Eastern Daylight Time) on Wednesday, September 3, 2025 to deliver your voting instructions. |
| CAN I CHANGE MY VOTE AFTER I HAVE VOTED? | You may revoke your proxy and change your vote at any time before the final vote at the meeting. You may vote again on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the meeting will be counted), or by signing and returning a new proxy card with a later date, or by attending the meeting and voting in person if you have a “legal proxy” that allows you to attend the meeting and vote. However, your attendance at the Annual General Meeting will not automatically revoke your proxy unless you vote again at the meeting or specifically request in writing that your prior proxy be revoked. |
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING
| HOW DO I OBTAIN A SEPARATE SET OF PROXY MATERIALS OR REQUEST A SINGLE SET FOR MY HOUSEHOLD IN THE UNITED STATES? | We have adopted a procedure approved by the SEC called “householding” for shareholders in the United States. Under this procedure, shareholders who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our proxy statement and annual report unless one or more of these shareholders notifies us that they wish to continue receiving individual copies. This procedure reduces our printing costs and postage fees. Each U.S. shareholder who participates in householding will continue to be able to access or receive a separate Proxy Card.If you wish to receive a separate proxy statement and annual report at this time, please request the additional copy by contacting our mailing agent, Broadridge, by telephone at 1-800-690-6903 or by email at sendmaterial@proxyvote.com. If any shareholders in your household wish to receive a separate proxy statement and annual report in the future, they may call our investor relations group at +1-510-916-9842 or write to Investor Relations, 3930 North First Street, San Jose, CA 95134. They may also send an email to our investor relations group at IR@logitech.com. Other shareholders who have multiple accounts in their names or who share an address with other stockholders can authorize us to discontinue mailings of multiple proxy statements and annual reports by calling or writing to our investor relations group. |
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Further Information for Shareholders with Shares Registered Through a Bank or Brokerage as Custodian (Outside the U.S. or Canada)
| HOW DO I VOTE BY PROXY IF MY SHARES ARE REGISTERED THROUGH MY BANK OR BROKERAGE AS CUSTODIAN? | Your broker, trustee or nominee should provide voting instructions for you to use in directing the broker, trustee or nominee how to vote your shares. If you did not receive such instructions you must contact your bank or brokerage for their voting instructions. |
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| WHAT IS THE DEADLINE FOR DELIVERING MY VOTING INSTRUCTIONS IF MY LOGITECH SHARES ARE REGISTERED THROUGH MY BANK OR BROKERAGE AS CUSTODIAN? | Banks and brokerages typically set deadlines for receiving instructions from their account holders. Outside of the U.S. and Canada, this deadline is typically two to three days before the deadline of the company holding the general meeting. This is so that the custodians can collect the voting instructions and pass them on to the company holding the meeting. If you hold Logitech shares through a bank or brokerage outside the U.S. or Canada, please check with your bank or brokerage for their specific voting deadline and submit your voting instructions to them as far before that deadline as possible. |
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QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING
Other Meeting Information
Meeting Proposals
There are no other matters that the Board intends to present, or has reason to believe others will present, at the 2025 Annual General Meeting.
If you are a registered shareholder:
| SWISS SHARE REGISTER | INTERNET VOTING – If you are a registered shareholder and vote using the Internet voting site, you have to give specific voting instructions to all agenda items before you can submit your instructions.RESPONSE COUPON – If you are a registered shareholder and sign and return a Response Coupon without giving specific voting instructions for some or all agenda items, you thereby give instructions to the Independent Representative to vote your shares in accordance with the recommendations of the Board of Directors for such agenda items as well as for new, amended or modified proposals that could be submitted to shareholders during the course of the meeting. |
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| U.S. SHARE REGISTER | INTERNET VOTING – If you are a registered shareholder and vote using the Internet voting site without giving specific voting instructions for some or all agenda items, you thereby give instructions to the Independent Representative to vote your shares in accordance with the recommendations of the Board of Directors for such agenda items as well as for new, amended or modified proposals that could be submitted to shareholders during the course of the meeting.PROXY CARD – If you are a registered shareholder and sign and return a Proxy Card without giving specific voting instructions for some or all agenda items, you thereby give instructions to the Independent Representative to vote your shares in accordance with the recommendations of the Board of Directors for such agenda items as well as for new and amended proposals that could be formulated during the course of the meeting. |
If you are a beneficial owner of shares held in “street name” in the United States or Canada, if other matters are properly presented for voting at the meeting and you have provided discretionary voting instructions on a voting instruction card or through the Internet or other permitted voting mechanisms or have not provided voting instructions, your shares will be voted in accordance with the recommendations of the Board of Directors at the meeting on such matters.
Proxy Solicitation
Certain of our directors, officers and other employees, without additional compensation, may contact shareholders personally or in writing, by telephone, email or otherwise in connection with the proposals to be made at the meeting. In the United States, we are required to request that brokers and nominees who hold shares in their names furnish our proxy material to the beneficial owners of the shares, and we must reimburse such brokers and nominees for the expenses of doing so in accordance with certain U.S. statutory fee schedules.
We have also engaged Morrow Sodali S.P.A., Taunustor 1, 60310 Frankfurt, Germany, to assist in contacting shareholders in connection with the meeting and certain other services, and will pay Morrow Sodali a fee of approximately $54,900, plus reimbursement of pre-approved expenses and a 6% administration fee on all services provided.
| 10 | 2025 Annual General Meeting Invitation, Proxy Statement |
QUESTIONS AND ANSWERS ABOUT THE ANNUAL GENERAL MEETING
Tabulation of Votes
The chairperson of the meeting will appoint vote counters as appropriate. As is typical for Swiss companies, our Share Registrar will tabulate the voting instructions of registered shareholders that are provided in advance of the meeting.
Shareholder Proposals and Nominees
Shareholder Proposals for 2025 Annual General Meeting
Under our Articles of Incorporation, one or more registered shareholders who alone or together with other shareholders hold shares representing at least 0.5 percent of the capital or the voting rights may demand that an item be placed on the agenda of a meeting of shareholders. Any such proposal must be included by the Board in our materials for the meeting. A request to place an item on the meeting agenda must be in writing and describe the proposal. With respect to the 2025 Annual General Meeting, the deadline to receive proposals for the agenda was July 11, 2025. In addition, under Swiss law, registered shareholders, or persons holding a valid proxy from a registered shareholder, may propose alternatives to items on the 2025 Annual General Meeting agenda before or at the meeting.
Shareholder Proposals for 2026 Annual General Meeting
We anticipate holding our 2026 Annual General Meeting on or about September 8, 2026. One or more registered shareholders who satisfy the minimum shareholding requirements in the Articles of Incorporation may demand that an item be placed on the agenda for our 2026 Annual General Meeting of shareholders by delivering a written request describing the proposal to the Corporate Secretary of Logitech at our principal executive office in either Switzerland or the United States no later than July 10, 2026. In addition, if you are a registered shareholder and satisfy the shareholding requirements under Rule 14a-8 of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”), you may submit a proposal for consideration by the Board of Directors for inclusion in Logitech's proxy statement for its 2026 Annual General Meeting by delivering a request and a description of the proposal to the Corporate Secretary of Logitech at our principal executive office in either Switzerland or the United States no later than March 26, 2026. The proposal will need to comply with Rule 14a-8 of the Exchange Act, which lists the requirements for the inclusion of shareholder proposals in company-sponsored proxy materials under U.S. securities laws. Under the Articles of Incorporation only registered shareholders are recognized as Logitech shareholders. As a result, if you are not a registered shareholder you may not make proposals for the 2026 Annual General Meeting.
Nominations of Director Candidates
Nominations of director candidates by registered shareholders must follow the rules for shareholder proposals above.
Provisions of Articles of Incorporation
The relevant provisions of our Articles of Incorporation regarding the right of one or more registered shareholders who alone or together hold shares representing 0.5 percent of our share capital or voting rights to demand that an item be placed on the agenda of a meeting of shareholders are available on our website athttp://ir.logitech.com. You may also contact the Corporate Secretary of Logitech at our principal executive office in either Switzerland or the United States to request a copy of the relevant provisions of our Articles of Incorporation.
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Agenda Proposals and Explanations
Proposal 1
Approval of the Annual Report, the Consolidated Financial Statements and the Statutory Financial Statements of Logitech International S.A. for Fiscal Year 2025
The Board of Directors proposes that the Annual Report, the consolidated financial statements and the statutory financial statements of Logitech International S.A. for fiscal year 2025 be approved.
The Logitech consolidated financial statements and the statutory financial statements of Logitech International S.A. for fiscal year 2025 are contained in Logitech’s Annual Report, which was made available to all registered shareholders on or before the date of this Invitation and Proxy Statement. The Annual Report also contains the reports of Logitech’s auditors on the consolidated financial statements and on the statutory financial statements, additional information on the Company’s business, organization and strategy, and information relating to corporate governance as required by the SIX Swiss Exchange directive on corporate governance. Copies of the Annual Report are available on the Internet athttp://ir.logitech.com.
Under Swiss law, the annual report and financial statements of Swiss companies must be submitted to shareholders for approval at each annual general meeting. In the event of a negative vote on this proposal by shareholders, the Board of Directors may call an extraordinary general meeting of shareholders for reconsideration of this proposal by shareholders.
KPMG AG, as Logitech's auditors, issued an unqualified recommendation to the 2025 Annual General Meeting that the consolidated and statutory financial statements of Logitech International S.A. be approved. KPMG AG expressed their opinion that the consolidated financial statements for the year ended March 31, 2025 present fairly, in all material respects, the financial position, the results of operations and the cash flows in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and comply with Swiss law. They further expressed their opinion and confirmed that the statutory financial statements and the proposed appropriation of available earnings comply with Swiss law and the Articles of Incorporation of Logitech International S.A. and the Swiss Statutory Compensation Report contains the information required by Swiss law and complies with the Articles of Incorporation.
The Board of Directors recommends a vote “FOR” approval of the 2025 Annual Report, the consolidated financial statements and the statutory financial statements of Logitech International S.A. for fiscal year 2025.
| 12 | 2025 Annual General Meeting Invitation, Proxy Statement |
AGENDA PROPOSALS AND EXPLANATIONS
Proposal 2
Advisory Vote to Approve Named Executive Officers Compensation for Fiscal Year 2025
The Board of Directors proposes that shareholders approve, on an advisory basis, the compensation of Logitech’s named executive officers disclosed in Logitech’s Compensation Report for Fiscal Year 2025.
Since 2009, the Logitech Board of Directors has asked shareholders each year to approve Logitech’s compensation philosophy, policies and practices, as set out in the “Compensation Discussion and Analysis” section of the Compensation Report, in a proposal commonly known as a “say-on-pay” proposal. Beginning with the 2011 Annual General Meeting, a say-on-pay advisory vote was required for all public companies, including Logitech, that are subject to the applicable U.S. proxy statement rules. Shareholders have been supportive of our compensation philosophy, policies and practices in each of those years.
At the 2023 Annual General Meeting, shareholders approved a proposal to take the say-on-pay vote annually. Accordingly, the Board of Directors is asking shareholders to approve, on an advisory basis, the compensation of Logitech’s named executive officers disclosed in the Compensation Report, including the “Compensation Discussion and Analysis,” the Summary Compensation table and the related compensation tables, notes, and narrative. The vote under this Proposal 2 is not intended to address any specific items of compensation or any specific named executive officer, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in the Compensation Report.
This say-on-pay vote is advisory and therefore is not binding. It is carried out as a best practice and to comply with applicable U.S. proxy statement rules, and is consequently independent from, and comes in addition to, the binding vote on the Approval of Compensation for the Board of Directors for the 2025 to 2026 Board Year contemplated in Proposal 11 below and the binding vote on the Approval of Compensation for the Group Management Team for fiscal year 2027 contemplated in Proposal 12 below. However, the say-on-pay vote will provide information to us regarding shareholder views about our executive compensation philosophy, policies and practices, which the Compensation Committee of the Board will be able to consider when determining future executive compensation. The Committee will seek to determine the causes of any significant negative voting result.
As discussed in the "Compensation Discussion and Analysis" section of Logitech’s Compensation Report for Fiscal Year 2025, Logitech has designed its compensation programs to:
provide compensation sufficient to attract and retain the level of talent needed to create and manage an innovative, high-growth, global company in highly competitive and rapidly evolving markets;
support a performance-oriented culture;
place most of total compensation at risk based on Logitech’s performance, while maintaining controls over inappropriate risk-taking by factoring in both annual and long-term performance;
provide a balance between short-term and long-term objectives and results;
align executive compensation with shareholders’ interests by tying a significant portion of compensation to increasing share value; and
reflect an executive’s role and past performance through base salary and short-term cash incentives, and his or her potential for future contribution through long-term equity incentive awards.
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AGENDA PROPOSALS AND EXPLANATIONS
While compensation is a central part of attracting, retaining and motivating the best executives and employees, we believe it is not the sole or exclusive reason why exceptional executives or employees choose to join and stay at Logitech, or why they work hard to achieve results for shareholders and other stakeholders. In this regard, both the Compensation Committee of the Board and management believe that providing a working environment and opportunities in which executives and employees can develop, express their individual potential, and make a difference are also a key part of Logitech’s success in attracting, motivating and retaining executives and employees.
The Compensation Committee of the Board has developed a compensation program that is described more fully in the Compensation Report for Fiscal Year 2025 included in this Invitation and Proxy Statement. Logitech’s compensation philosophy, compensation program risks and design, and compensation paid during fiscal year 2025 are also set out in the Compensation Report.
The Board of Directors recommends a vote “FOR” approval of the following advisory resolution:
“Resolved, that the compensation paid to Logitech’s named executive officers as disclosed in the Compensation Report for Fiscal Year 2025, including the “Compensation Discussion and Analysis,” the "Summary Compensation Table for Fiscal Year 2025" and the related compensation tables, notes, and narrative discussion, is hereby approved.”
| 14 | 2025 Annual General Meeting Invitation, Proxy Statement |
AGENDA PROPOSALS AND EXPLANATIONS
Proposal 3
Advisory Vote on the Swiss Statutory Compensation Report for Fiscal Year 2025
The Board of Directors proposes that shareholders approve, on an advisory basis, the Swiss Statutory Compensation Report for fiscal year 2025.
Under Swiss corporate law, we are required to prepare a separate Swiss Statutory Compensation Report and to submit it annually to our shareholders for an advisory vote. The current Swiss Statutory Compensation Report sets forth, for the fiscal years ended March 31, 2025 and March 31, 2024, the aggregate compensation of the members of the Board of Directors and the members of the Group Management Team.
With regard to the compensation of our Group Management Team, we note that at the 2023 Annual General Meeting, shareholders approved the fiscal year 2025 maximum aggregate compensation amount for our Group Management Team in the aggregate amount of $26.7 million with 83.7% of shareholders voting in favor of the proposal. Shareholders also approved at the 2024 Annual General Meeting, respectively, the maximum aggregate compensation amounts for the Board of Directors for the Board Year from the 2023 Annual General Meeting to the 2024 Annual General Meeting and the Board Year from the 2024 Annual General Meeting to the 2025 Annual General Meeting, respectively, of CHF 3.7 million and CHF 3.9 million with 96.80% and 94.93% of shareholders voting in favor of the proposals.
For our 2025 Swiss Statutory Compensation Report together with the statutory report of our auditor thereon as included in this proxy statement, please refer to the heading “Compensation Tables Audited Under Swiss Law” hereafter.
The Board of Directors recommends a vote "FOR" approval, on an advisory basis, of the Swiss Statutory Compensation Report for fiscal year 2025.
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AGENDA PROPOSALS AND EXPLANATIONS
Proposal 4
Advisory Vote on the Swiss Statutory Non-Financial Matters Report for Fiscal Year 2025
The Board of Directors proposes that shareholders approve, on an advisory basis, the Swiss Statutory Non-Financial Matters Report for fiscal year 2025.
Our Swiss Statutory Non-Financial Matter Report for fiscal year 2025 is included in Annex 4.
Under Swiss corporate law, we are required to prepare a Swiss Statutory Non-Financial Matters Report and to submit it annually to our shareholders for an advisory vote at our Annual General Meeting.
Our Swiss Statutory Non-Financial Matter Report contains information about Logitech's sustainability agenda, targets and progress achieved with respect to environmental, climate, social, employee and anti-corruption matters as required by Article 964b of the Swiss Code of Obligations and the Swiss Ordinance on Climate Disclosures.
ERM Certification and Verification Services Limited provided a limited assurance in accordance with International Standard on Assurance Engagement (ISAE) 3000 (Revised) on selected key performance indicators, included in our Swiss Statutory Non-Financial Matters Report.
The Board of Directors recommends a vote "FOR" approval, on an advisory basis, of the Swiss Statutory Non-Financial Matters Report for fiscal year 2025.
| 16 | 2025 Annual General Meeting Invitation, Proxy Statement |
AGENDA PROPOSALS AND EXPLANATIONS
Proposal 5
Appropriation of Available Earnings and Declaration of Dividend
The Board of Directors proposes the following appropriation of available earnings (in thousands):
| Year ended March 31, 2025 | ||
|---|---|---|
| Payment of a dividend in the amount of | CHF | 212,933 |
| Transfer to legal retained earnings in the narrower sense | — | |
| To be carried forward | 1,936,469 | |
| Total appropriation of available earnings | 2,149,402 | |
| Treasury shares | (1,337,450) | |
| Total available earnings for appropriation | CHF | 811,952 |
The Board of Directors approved and proposes a gross distribution of CHF 1.26 per share or approximately $1.43 per share based on the CHF-USD exchange rate on March 31, 2025. Based on the number of shares outstanding as of March 31, 2025 (148,509,018 shares) and the proposed dividend per share, the maximum aggregate gross dividend would be CHF 187.1 million (approximately $212.4 million based on the CHF-USD exchange rate on March 31, 2025).
No distribution shall be made on shares held in treasury by the Company and its subsidiaries.
If the proposal of the Board of Directors is approved, the dividend payment of CHF 1.26 per share (or approximately CHF 0.8190 per share after deduction of 35% Swiss withholding tax where required) will be made on or about September 24, 2025 to all shareholders as of the record date (which will be on or about September 23, 2025). We expect that the shares will be traded ex-dividend as of approximately September 22, 2025. For payments made in USD, we expect to use the currency exchange rate as of the date of the meeting, September 9, 2025.
Under Swiss law, the use of available earnings must be submitted to shareholders for approval at each annual general meeting. The available earnings at the disposal of Logitech shareholders at the 2025 Annual General Meeting are the earnings of Logitech International S.A., the Logitech parent holding company.
The proposal of the Board of Directors to distribute a gross dividend of CHF 1.26 per share which, if approved by shareholders, would be an increase of approximately CHF 0.10 from CHF 1.16 per share to CHF 1.26 per share. This proposed, increased cash dividend demonstrates Logitech’s continued commitment to consistently return cash to shareholders. Since fiscal year 2013, the Board of Directors decided on a recurring annual gross dividend and not an occasional one. As a consequence, the Company expects to propose a dividend to the shareholders of the Company every year (subject to the confirmation of the Company’s statutory auditors in the applicable year).
Other than the distribution of the dividend, the Board of Directors proposes the carry-forward of available earnings based on the Board’s belief that it is in the best interests of Logitech and its shareholders to retain Logitech’s earnings for future investment in the growth of Logitech’s business, for share repurchases, and for the possible acquisition of other companies or lines of business.
The Board of Directors recommends a vote “FOR” approval of the proposed appropriation of available earnings with respect to fiscal year 2025, including the payment of a dividend to shareholders of CHF 1.26 per registered share.
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AGENDA PROPOSALS AND EXPLANATIONS
Proposal 6
Amendment of Articles of Incorporation: Renewal of the Capital Band
The Board of Directors proposes that the Company's existing capital band, which authorizes the Board to issue shares, to repurchase and cancel shares, or to reduce the nominal value of the shares, be renewed for a period ending five years after the date of the 2025 Annual General Meeting on September 9, 2030.
The proposed amendments to Article 27 and Article 28 of our Articles of Incorporation are set forth in Annex 6.
At the 2023 Annual General Meeting, our shareholders approved the Company's existing capital band, which authorizes the Board of Directors until September 13, 2028, to issue new shares, to repurchase and cancel shares, or to reduce the nominal value of the shares. Following the capital band's adoption, we have utilized this authority to conduct share repurchases for cancellation under our share repurchase program announced on June 21, 2023 (the "2023 Share Repurchase Program") for an amount of up to USD 1 billion; as disclosed on March 5, 2025, this amount was subsequently increased to a maximum of USD 1.6 billion.
As of the end of June 2025, we have repurchased shares for a value totaling approximately USD 1.08 billion under the 2023 Share Repurchase Program and cancelled or approved for cancellation a total of 12,322,160 of those shares, leaving a remaining authority to cancel 4,988,502 shares. Because we expect to continue repurchasing shares beyond both the date of this proxy statement and the 2025 Annual General Meeting, cancellations will further reduce the available authority under the capital band for that purpose. Consequently, the Board of Directors believes that, in light of the near depletion of the current capital band’s cancellation capacity, it is advisable and in the best interests of the Company to renew the capital band on terms substantially the same as those approved at the 2023 Annual General Meeting. This renewal would preserve the Company’s ability to continue repurchasing shares, canceling those repurchased shares and issuing new shares subject to the terms substantially the same as those approved at the 2023 Annual General Meeting.
Accordingly, the Board of Directors is proposing to shareholders that its authority under the capital band be renewed for another five years, until September 9, 2030. Under the proposed renewal of the capital band, the Board would be permitted to increase the current stated share capital by up to 10 percent or reduce it by up to 10 percent by canceling shares or decreasing the nominal value of the shares. The restated Article 28 of our Articles of Incorporation would continue to ensure that the Company does not issue new shares under the proposed capital band or the existing conditional capital for convertible bonds, in aggregate, exceeding 10 percent of the Company’s existing share capital as of the AGM date, in situations where shareholders’ preferential subscription rights are restricted or excluded.
The Board of Directors has no present plans to issue shares out of the capital band. The share capital would only be increased if and when the Board of Directors makes use of its authorization.
If the proposal under this agenda item is approved, we would always seek shareholder approval for share issuances to the extent required under Nasdaq rules. Under current Nasdaq rules, shareholder approval is generally required, with certain enumerated exceptions, to issue common shares or securities convertible into or exercisable for common shares in one or a series of related transactions if such common shares represent 20% or more of the voting power or outstanding common shares of the company. Nasdaq rules also require shareholder approval for an issuance of shares that would result in a change of control of the company, as well as for share issuances in connection with certain benefit plans or related party transactions.
The renewal of the proposed capital band requires the approval of a qualified majority of at least two-thirds of the votes and a majority of the nominal value of the shares, each as represented at the 2025 Annual General Meeting.
The Board of Directors recommends a vote “FOR” the proposed amendments to Articles 27 and 28 of the Articles of Incorporation.
| 18 | 2025 Annual General Meeting Invitation, Proxy Statement |
AGENDA PROPOSALS AND EXPLANATIONS
Proposal 7
Release of the Board of Directors and Executive Officers from Liability for Activities During Fiscal Year 2025
The Board of Directors proposes that shareholders release the members of the Board of Directors and Executive Officers from liability for activities during fiscal year 2025.
As is customary for Swiss corporations and in accordance with Article 698, subsection 2, item 7 of the Swiss Code of Obligations, shareholders are requested to release the members of the Board of Directors and the Executive Officers from liability for their activities during fiscal year 2025 that have been disclosed to shareholders. This release from liability exempts members of the Board of Directors and Executive Officers from liability claims brought by the Company or its shareholders on behalf of the Company against any of them for activities carried out during fiscal year 2025 relating to facts that have been disclosed to shareholders. Shareholders that do not vote in favor of the proposal, or acquire their shares after the vote without knowledge of the approval of this resolution, are not bound by the result for a period ending 12 months after the vote.
The affirmative “FOR” vote of a majority of the votes cast at the 2025 Annual General Meeting, not counting abstentions. Members of the Board of Directors or of any Logitech Executive Officers are not entitled to vote on Proposal 7.
The Board of Directors recommends a vote “FOR” the proposal to release the members of the Board of Directors and Executive Officers from liability for activities during fiscal year 2025.
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AGENDA PROPOSALS AND EXPLANATIONS
Proposal 8
Elections to the Board of Directors
Our Board of Directors is presently composed of 12 members. Each director was elected for a one-year term ending at the closing of the 2025 Annual General Meeting.
At the recommendation of the Nominating and Governance Committee, the Board of Directors has nominated all current directors, with the exception of Ms. Becker, who has decided not to stand for re-election, to serve as directors for another one-year term, beginning at the completion of the 2025 Annual General Meeting and ending at the completion of the 2026 Annual General Meeting. There will be a separate vote on each nominee.
Under Swiss corporate law, Board members may only be elected by shareholders. If the individuals below are re-elected, the Board will be composed of 11 members. The Board has no reason to believe that any of our nominees will be unwilling or unable to serve if elected as a director.
For further information on the Board of Directors, including the current members of the Board, the Committees of the Board, the means by which the Board exercises supervision of Logitech’s executive officers, and other information, please see “Corporate Governance and Board of Directors Matters” below.
8.A. Re-election of Mr. Donald Allan
Proposal: The Board of Directors proposes that Mr. Donald Allan be re-elected to the Board for a one-year term ending at the closing of the 2026 Annual General Meeting.
For biographical information and qualifications of Mr. Allan, please refer to the heading “Corporate Governance and Board of Directors Matters – Members of the Board of Directors” hereafter.
8.B. Re-election of Dr. Edouard Bugnion
Proposal: The Board of Directors proposes that Dr. Edouard Bugnion be re-elected to the Board for a one-year term ending at the closing of the 2026 Annual General Meeting.
For biographical information and qualifications of Dr. Bugnion, please refer to the heading “Corporate Governance and Board of Directors Matters – Members of the Board of Directors” hereafter.
8.C. Re-election of Ms. Johanna 'Hanneke' Faber
Proposal: The Board of Directors proposes that Ms. Johanna 'Hanneke' Faber be re-elected to the Board for a one-year term ending at the closing of the 2026 Annual General Meeting.
For biographical information and qualifications of Ms. Faber, please refer to the heading “Corporate Governance and Board of Directors Matters – Members of the Board of Directors” hereafter.
8.D. Re-election of Mr. Guy Gecht
The Board of Directors proposes that Mr. Guy Gecht be re-elected to the Board for a one-year term ending at the closing of the 2026 Annual General Meeting.
For biographical information and qualifications of Mr. Gecht, please refer to the heading “Corporate Governance and Board of Directors Matters – Members of the Board of Directors” hereafter.
8.E. Re-election of Mr. Christopher Jones
Proposal: The Board of Directors proposes that Mr. Christopher Jones be re-elected to the Board for a one-year term ending at the closing of the 2026 Annual General Meeting.
For biographical information and qualifications of Mr. Jones, please refer to the heading “Corporate Governance and Board of Directors Matters – Members of the Board of Directors” hereafter.
8.F. Re-election of Ms. Marjorie Lao
Proposal: The Board of Directors proposes that Ms. Marjorie Lao be re-elected to the Board for a one-year term ending at the closing of the 2026 Annual General Meeting.
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AGENDA PROPOSALS AND EXPLANATIONS
For biographical information and qualifications of Ms. Lao, please refer to the heading “Corporate Governance and Board of Directors Matters – Members of the Board of Directors” hereafter.
8.G. Re-election of Mr. Owen Mahoney
Proposal: The Board of Directors proposes that Mr. Owen Mahoney be re-elected to the Board for a one-year term ending at the closing of the 2026 Annual General Meeting.
For biographical information and qualifications of Mr. Mahoney, please refer to the heading “Corporate Governance and Board of Directors Matters – Members of the Board of Directors” hereafter.
8.H. Re-election of Ms. Neela Montgomery
Proposal: The Board of Directors proposes that Ms. Neela Montgomery be re-elected to the Board for a one-year term ending at the closing of the 2026 Annual General Meeting.
For biographical information and qualifications of Ms. Montgomery, please refer to the heading “Corporate Governance and Board of Directors Matters – Members of the Board of Directors” hereafter.
8.I. Re-election of Mr. Kwok Wang Ng
Proposal: The Board of Directors proposes that Mr. Kwok Wang Ng be re-elected to the Board for a one-year term ending at the closing of the 2026 Annual General Meeting.
For biographical information and qualifications of Mr. Ng, please refer to the heading “Corporate Governance and Board of Directors Matters – Members of the Board of Directors” hereafter.
8.J. Re-election of Ms. Deborah Thomas
Proposal: The Board of Directors proposes that Ms. Deborah Thomas be re-elected to the Board for a one-year term ending at the closing of the 2026 Annual General Meeting.
For biographical information and qualifications of Ms. Thomas, please refer to the heading “Corporate Governance and Board of Directors Matters – Members of the Board of Directors” hereafter.
8.K. Re-election of Mr. Sascha Zahnd
Proposal: The Board of Directors proposes that Mr. Sascha Zahnd be re-elected to the Board for a one-year term ending at the closing of the 2026 Annual General Meeting.
For biographical information and qualifications of Mr. Zahnd, please refer to the heading “Corporate Governance and Board of Directors Matters – Members of the Board of Directors” hereafter.
The Board of Directors recommends a vote “FOR” the re-election to the Board of each of the above nominees.
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AGENDA PROPOSALS AND EXPLANATIONS
Proposal 9
Election of the Chairperson of the Board
Swiss corporate law requires that the Chairperson of the Board of Directors be elected on the occasion of each Annual General Meeting for a one-year term ending at the closing of the following Annual General Meeting. As announced on July 1, 2024, Ms. Becker has decided not to stand for re-election as a director at the 2025 Annual General Meeting. In line with current corporate governance best practices and following a review process led by a special committee of the Board of Directors, the Board has unanimously selected Mr. Guy Gecht as its nominee to lead the Board of Directors as an independent Chairperson. Mr. Gecht has been a non-executive member of the Board of Directors since 2019, is the current Chair of the Company's Technology and Innovation Committee and serves on the Company's Nominating and Governance Committee. Prior to Ms. Faber's appointment as CEO, he also took on the role of interim CEO from June 2023 to December 2023. As noted in his biographical information and qualifications in “Corporate Governance and Board of Directors Matters – Members of the Board of Directors” on page 32, Mr. Gecht brings senior leadership experience as well as technology and cybersecurity expertise to the Board of Directors.
The Board of Directors unanimously proposes that Mr. Gecht be elected as Chairperson of the Board of Directors for a one-year term ending at the closing of the 2026 Annual General Meeting.
Our Board of Directors recommends a vote “FOR” the election of Mr. Gecht as Chairperson of the Board of Directors.
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AGENDA PROPOSALS AND EXPLANATIONS
Proposal 10
Elections to the Compensation Committee
Our Compensation Committee is presently composed of four members, all of whom are standing for re-election to the Board of Directors and for re-election to the Compensation Committee. Pursuant to Swiss corporate law, the members of the Compensation Committee are to be elected annually and individually by the shareholders. Only members of the Board of Directors can be elected as members of the Compensation Committee.
At the recommendation of the Nominating and Governance Committee, the Board of Directors has nominated all current members of the Compensation Committee for another term of one year. As required by our Compensation Committee charter, all of the nominees are independent in accordance with the requirements of the listing standards of the Nasdaq Stock Market, the outside director definition of Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended, the definition of a “non-employee director” for purposes of Rule 16b-3 promulgated by the U.S. Securities and Exchange Commission, and Rule 10C-1(b)(1) of the U.S. Securities Exchange Act of 1934, as amended.
The term of office ends at the closing of the next Annual General Meeting. There will be a separate vote on each nominee.
10.A. Re-election of Mr. Donald Allan
Proposal: The Board of Directors proposes that Mr. Donald Allan be re-elected to the Compensation Committee for a one-year term ending at the closing of the 2026 Annual General Meeting.
For biographical information and qualifications of Mr. Allan, please refer to the heading "Corporate Governance and Board of Directors Matters – Members of the Board of Directors" hereafter.
10.B. Re-election of Mr. Kwok Wang Ng
Proposal: The Board of Directors proposes that Mr. Kwok Wang Ng be re-elected to the Compensation Committee for a one-year term ending at the closing of the 2026 Annual General Meeting.
For biographical information and qualifications of Mr. Ng, please refer to the heading "Corporate Governance and Board of Directors Matters – Members of the Board of Directors" hereafter.
10.C. Re-election of Ms. Neela Montgomery
Proposal: The Board of Directors proposes that Ms. Neela Montgomery be re-elected to the Compensation Committee for a one-year term ending at the closing of the 2026 Annual General Meeting.
For biographical information and qualifications of Ms. Montgomery, please refer to the heading “Corporate Governance and Board of Directors Matters – Members of the Board of Directors” hereafter.
10.D. Re-election of Ms. Deborah Thomas
Proposal: The Board of Directors proposes that Ms. Deborah Thomas be re-elected to the Compensation Committee for a one-year term ending at the closing of the 2026 Annual General Meeting.
For biographical information and qualifications of Ms. Thomas, please refer to the heading “Corporate Governance and Board of Directors Matters – Members of the Board of Directors” hereafter.
The Board of Directors has appointed Mr. Allan as Chair of the Compensation Committee, subject to his re-election to the Compensation Committee.
Our Board of Directors recommends a vote “FOR” the election to the Compensation Committee of each of the above nominees.
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AGENDA PROPOSALS AND EXPLANATIONS
Proposal 11
Approval of Compensation for the Board of Directors for the 2025 to 2026 Board Year
The Board of Directors proposes that the shareholders approve a maximum aggregate amount of compensation of the Board of Directors of CHF 3,900,000 for the term of office from the 2025 Annual General Meeting until the 2026 Annual General Meeting (the “2025 – 2026 Board Year”).
Pursuant to Swiss corporate law, the compensation of the Board of Directors must each year be subject to a binding shareholder vote, in the manner contemplated by Logitech’s Articles of Incorporation. Article 19 quater, paragraph 1 letter (a) of Logitech’s Articles of Incorporation provides that shareholders shall approve the maximum aggregate amount of compensation of the Board of Directors for the period up to the next Annual General Meeting.
Under the Articles of Incorporation, the compensation of the members of the Board of Directors who do not have management responsibilities consists of cash payments and shares or share equivalents. The value of cash compensation and shares or share equivalents corresponds to a fixed amount, which reflects the functions and responsibilities assumed. The value of shares or share equivalents is calculated at market value at the time of grant.
The proposed maximum amount of CHF 3,900,000 has been determined based on 10 non-executive members of the Board of Directors and on the following non-binding assumptions:
With respect to the 10 non-executive members of the Board of Directors, the compensation consists of the following elements:
Cash payments of a maximum of CHF 1,300,000. Cash payments for non-executive members of the Board of Directors include annual retainers for Board and committee service and an annual retainer for a non-executive Chairperson.
Share or share equivalent awards of a maximum of CHF 2,200,000. The value of share or share equivalent awards corresponds to a fixed amount and the number of shares granted will be calculated at market value at the time of their grant.
Other payments, including accrual of the Company's estimated contributions to social security, of a maximum of CHF 400,000.
Shareholders are approving the maximum aggregate amount of compensation set forth in the proposal and not the individual components thereof. The assumptions set forth in this explanation are based on the Company’s current expectations about future compensation plans and decisions. The Company may redesign its compensation plans or make alternative compensation decisions within the maximum aggregate amount of compensation approved by shareholders. The actual compensation awarded to the members of the Board of Directors for the 2025-2026 Board Year will be disclosed in the Compensation Report in the Invitation and Proxy Statement for the 2027 Annual General Meeting.
The Board of Directors recommends a vote “FOR” the approval of the maximum aggregate amount of the compensation of the members of the Board of Directors of CHF 3,900,000 for the term of office from the 2025 Annual General Meeting until the 2026 Annual General Meeting.
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AGENDA PROPOSALS AND EXPLANATIONS
Proposal 12
Approval of Compensation for the Group Management Team for Fiscal Year 2027
The Board of Directors proposes that the shareholders approve a maximum aggregate amount of compensation of the Group Management Team of USD 28,302,000 for fiscal year 2027.
Pursuant to Swiss corporate law, the compensation of the Company’s Group Management Team must each year be subject to a binding shareholder vote, in the manner contemplated by Logitech’s Articles of Incorporation. Article 19 quater, paragraph 1 letter (b) of Logitech’s Articles of Incorporation provides that shareholders shall approve the maximum aggregate amount of compensation of the Group Management Team for the next fiscal year. As the 2025 Annual General Meeting takes place in the middle of Logitech’s fiscal year 2026, the applicable next fiscal year is fiscal year 2027. This required, binding vote on the compensation of the Group Management Team is independent from, and comes in addition to, the non-binding, advisory say-on-pay vote contemplated in Proposal 2 and Proposal 3.
Logitech’s Group Management Team currently consists of Ms. Johanna 'Hanneke' Faber, Chief Executive Officer ("CEO"), Mr. Matteo Anversa, Chief Financial Officer, Mr. Prakash Arunkundrum, President of Logitech for Business, and Ms. Samantha Harnett, Chief Legal Officer.
Logitech’s compensation philosophy, compensation program risks and design, and compensation paid during fiscal year 2025 are set forth in the Compensation Report.
The proposed maximum amount of USD 28,302,000 has been determined based on the following non-binding assumptions for Logitech’s Group Management Team as an aggregate group:
The Group Management Team includes four members.
Gross base salaries of a maximum of USD 3,300,000.
Performance-based cash compensation of a maximum of USD 6,700,000 at grant value. Performance-based cash compensation in the form of incentive cash payments may be earned under the Logitech Management Performance Bonus Plan (the “Annual Bonus Plan”) or other cash bonuses approved by the Compensation Committee. Payout under the Annual Bonus Plan is variable, and is based on the achievement of the Company’s, individual executives’ or other performance goals, and for fiscal year 2027 is expected to continue to range from 0% to 200% of the executive’s target incentive. The maximum amount of the performance-based bonus for fiscal year 2027 assumes a maximum achievement of all performance goals.
Equity incentive awards of a maximum of USD 16,900,000 at grant value. Long-term equity incentive awards are generally granted in the form of performance-based restricted stock units ("PSUs"). In order to align with the methodology used in the Compensation Report, where the value of PSUs is disclosed based on estimated fair value at the time of grant, the fair value at grant has been considered to calculate the maximum amount of the long-term equity awards. The target number of PSU awards granted to our Group Management Team in fiscal year 2027 will be determined at the beginning of the three-year performance period and the number of shares that will vest at the end of the three-year performance period is expected to continue to range from 0% to 200% of the executive's target number of shares depending on our corporate performance.
Other compensation of a maximum of USD 1,402,000. Other compensation may include tax preparation services and related expenses, 401(k) savings plan matching contributions, premiums for group term life insurance and long-term disability insurance, employer’s contribution to medical premiums, relocation or extended business travel-related expenses, defined benefit pension plan employment contributions, accrual of estimated employer's contribution to social security and Medicare, and other awards. The Company generally does not provide all of these components of other compensation to all executives each year, but the proposed maximum amount of compensation has been formulated to provide flexibility to cover these compensation components as applicable.
Shareholders are approving the maximum aggregate amount of compensation set forth in the proposal and not the individual components thereof. The assumptions set forth in this explanation are based on the Company’s current
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AGENDA PROPOSALS AND EXPLANATIONS
expectations about future compensation plans and decisions. The Company may redesign its compensation plans or make alternative compensation decisions within the maximum aggregate amount of compensation approved by shareholders. The actual compensation awarded to the members of the Group Management Team for fiscal year 2027 will be disclosed in the Compensation Report in the Invitation and Proxy Statement for the 2027 Annual General Meeting.
The Board of Directors recommends a vote “FOR” the approval of the maximum aggregate amount of the compensation of the Group Management Team of USD 28,302,000 for fiscal year 2027.
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AGENDA PROPOSALS AND EXPLANATIONS
Proposal 13
Re-election of KPMG AG as Logitech’s Auditors and Ratification of the Appointment of KPMG LLP as Logitech’s Independent Registered Public Accounting Firm for Fiscal Year 2026
The Board of Directors proposes that KPMG AG be re-elected as auditors of Logitech International S.A. for a one-year term and that the appointment of KPMG LLP as Logitech’s independent registered public accounting firm for fiscal year 2026 be ratified.
KPMG AG, upon recommendation of the Audit Committee of the Board, is proposed for re-election for a further year as auditors for Logitech International S.A. KPMG AG assumed its first audit mandate for Logitech during fiscal year 2015.
The Audit Committee has also appointed KPMG LLP, the U.S. affiliate of KPMG AG, as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2026 for purposes of U.S. securities law reporting. Logitech’s Articles of Incorporation do not require that shareholders ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm. However, Logitech is submitting the appointment of KPMG LLP to shareholders for ratification as a matter of good corporate governance. If shareholders do not ratify the appointment, the Audit Committee will reconsider whether to retain KPMG LLP. Even if the appointment is ratified, the Audit Committee may, in its discretion, change the appointment during the year if the Committee determines that such a change would be in the best interests of Logitech and its shareholders.
Information on the fees paid by Logitech to KPMG AG and KPMG LLP, the Company’s auditors and independent registered public accounting firm for fiscal year 2025, respectively, as well as further information regarding KPMG AG and KPMG LLP, is set out below under the heading “Independent Auditors” and “Report of the Audit Committee.”
One or more representatives of KPMG AG will be present at the 2025 Annual General Meeting. They will have an opportunity to make a statement at the meeting if they wish, and are expected to be available to respond to questions from shareholders.
Our Board of Directors recommends a vote “FOR” the re-election of KPMG AG as auditors of Logitech International S.A. and the ratification of the appointment of KPMG LLP as Logitech’s independent registered public accounting firm, each for the fiscal year ending March 31, 2026.
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AGENDA PROPOSALS AND EXPLANATIONS
Proposal 14
Re-election of Etude Regina Wenger & Sarah Keiser-Wüger as Independent Representative
Swiss law requires that the independent representative of the shareholders (the "Independent Representative") be elected on the occasion of each Annual General Meeting for a one-year term ending at the closing of the following Annual General Meeting.
The Board of Directors proposes that Etude Regina Wenger & Sarah Keiser-Wüger be re-elected as Independent Representative for a one-year term ending at the closing of the 2026 Annual General Meeting.
In accordance with Swiss law, each shareholder may be represented at the general meeting by an independent representative. The Board of Directors has nominated Etude Regina Wenger & Sarah Keiser-Wüger as the Independent Representative to serve in the role at the Company’s 2026 Annual General Meeting and at any extraordinary general meeting of shareholders of the Company, if any, held prior to the 2026 Annual General Meeting. Ms. Regina Wenger, a principal of Etude Regina Wenger & Sarah Keiser-Wüger, is a respected notary public based in Lausanne, Switzerland and is the former chairwoman of the Swiss Federation of Notaries. Etude Regina Wenger & Sarah Keiser-Wüger confirmed to the Company that it possesses the required independence to fulfill its responsibilities.
Our Board of Directors recommends a vote “FOR” the re-election of Etude Regina Wenger & Sarah Keiser-Wüger as Independent Representative.
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Corporate Governance and Board of Directors Matters
The Board of Directors is elected by the shareholders and holds the ultimate decision-making authority within Logitech, except for those matters reserved by law or by Logitech’s Articles of Incorporation to its shareholders or those that are delegated to the Group Management Team under the Organizational Regulations (also known as Bylaws). The Board makes resolutions through a majority vote of the members present at the meetings. In the event of a tie, the vote of the Chairperson decides.
Logitech’s Articles of Incorporation set the minimum number of directors at three. We had 12 members of the Board of Directors as of June 30, 2025. If all of the nominees to the Board presented in Proposal 8 are re-elected, the Board will have 11 members.
Board of Directors Independence
The Board of Directors has determined that each of our directors and director nominees, other than Johanna 'Hanneke' Faber, qualifies as independent in accordance with the published listing requirements of the Nasdaq Stock Market. The Company’s independent directors include Donald Allan, Wendy Becker, Edouard Bugnion, Guy Gecht, Christopher Jones, Marjorie Lao, Owen Mahoney, Neela Montgomery, Kwok Wang Ng, Deborah Thomas, and Sascha Zahnd, all of whom are also director nominees with the exception of Wendy Becker. The Nasdaq independence definition includes a series of objective tests, such as that the director is not an employee of the company and has not engaged in various types of business dealings with the company. In addition, as further required by Nasdaq rules, the Board has made a subjective determination as to each independent director that no relationships exist which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the directors reviewed and discussed information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to Logitech and Logitech’s management.
As a Swiss company, Logitech is also bound to consider the recommendations of the Swiss Code of Best Practice for Corporate Governance (the “Swiss Code of Best Practice”). The Swiss Code of Best Practice is a set of guidelines designed to promote good corporate governance practices among Swiss companies. While the Swiss Code of Best Practice is not legally binding, it serves as a reference point for best practices in corporate governance in Switzerland. The definition of independence included in the Swiss Code of Best Practice requires, among other things, that a director not have served as a member of the company’s executive management during the preceding three years. The principles contained in the Swiss Code of Best Practice are general guidelines and recommendations subject to a “comply or explain” standard.
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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS
Members of the Board of Directors
The members of the Board of Directors, including their principal occupation, business experience, and qualifications, are set out below and in our "Board Skills and Experience Profile."
| Donald Allan 61 Years Old Director since 2024 | |
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| President and Chief Executive Officer, Stanley Black & Decker, Inc.U.S. national | Donald Allan is the President and Chief Executive Officer of Stanley Black & Decker, Inc., a global provider of construction and industrial tolls, outdoor products and engineered fastening solutions, a position he has held since July 2022. As announced on June 30, 2025, Mr. Allan will step down from his role as President and Chief Executive Officer of Stanley Black & Decker and assume the position of Executive Chair, effective as of October 1, 2025. Mr. Allan joined Stanley Black & Decker in 1999 and held management roles at Stanley Black & Decker since 2006, including President and Chief Financial Officer from February 2021 to June 2022 and SVP and Chief Financial Officer from April 2010 to February 2021. Prior to joining Stanley Black & Decker, Mr. Allan held financial management positions with Loctite Corporation (now Henkel), a global provider of engineering adhesives and other industrial chemicals. Mr. Allan currently serves as a Member of the Board of Directors of Stanley Black & Decker and as the Lead Director at Andersen Corporation, a global manufacturer of windows and doors. He is the chairperson of the Board of Directors of Regents for the University of Hartford, a member of the Board of Directors of Hartford Healthcare and a member of the Business Roundtable. Mr. Allan holds a BS degree in Accounting and Finance from the University of Hartford. Mr. Allan has extensive finance expertise developed through his Chief Financial Officer and other financial leadership positions at Stanley Black & Decker and Loctite Corporation. He brings significant experience in senior leadership, operations, governance and strategy from his 20+ year tenure at Stanley Black and Decker to the Board. Mr. Allan currently serves on the Compensation Committee. The Board of Directors has determined that he is an independent director. |
| Wendy Becker 59 Years Old Director since 2017 | |
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| Chairperson, Logitech International S.A. and Former Chief Executive Officer, Jack Wills LimitedU.K., U.S. and Italian national | Wendy Becker has served as Chairperson of the Logitech Board of Directors since September 2019. Ms. Becker is the former Chief Executive Officer of Jack Wills Limited, a British-based manufacturer and retailer of brand name clothing, a position she held from October 2013 to September 2015. She was the Chief Operating Officer of Jack Wills from August 2012 to October 2013. Ms. Becker served as Group Chief Marketing Officer of Vodafone Group Plc, a global telecommunications company, from September 2009 to January 2011. Prior to Vodafone, she served as the Managing Director of TalkTalk Residential, a subsidiary of the Carphone Warehouse Group plc, a provider of fixed line broadband, voice telephony, mobile and television services, a partner responsible for the United Kingdom consumer practice at McKinsey & Company, an international management consulting firm, and in various marketing and brand roles at The Procter & Gamble Company. Ms. Becker serves as the Chairperson of the board of directors of Sony Group Corporation, a global conglomerate across a number of media, technology and other industries, and as a non-executive Director of GSK plc, a multinational pharmaceutical and biotechnology company. She serves as a member of the governing body of the University of Oxford and related subsidiaries. Ms. Becker holds a BA degree in Economics from Dartmouth College and an MBA from Stanford University’s Graduate School of Business. Ms. Becker brings senior leadership, governance, strategic, consumer brand marketing, telecom and design experience to the Board from her positions at Jack Wills, Vodafone, McKinsey and TalkTalk as well as her board and trustee positions. Ms. Becker currently is the Chairperson of the Board and a member of the Nominating and Governance Committee. The Board of Directors has determined that she is an independent director. |
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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS
| Edouard Bugnion 55 Years Old Director since 2015 | |
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| Professor & Vice President, EPFL Swiss national | Edouard Bugnion is a Professor in the School of Computer and Communication Science at the École Polytechnique Fédérale de Lausanne (EPFL) and since January 2025 also the Vice President of Innovation and Impact at EPFL. He previously served as the Vice President for Information Systems at the EPFL from January 2017 to December 2020. Prior to joining the EPFL in August 2012, Dr. Bugnion was a Founder and Chief Technology Officer of Nuova Systems, Inc., a developer of enterprise data center solutions, from October 2005 to May 2008. Nuova Systems was funded by and acquired by Cisco Systems, Inc., a worldwide leader in Internet Protocol-based networking products and services. He joined Cisco as a Vice President and Chief Technology Officer of Cisco’s Server Access and Virtualization Business Unit from May 2008 to June 2011. Prior to Nuova, Dr. Bugnion was a Founder of VMware, a leading provider of cloud and virtualization software and services, where he held many positions, including Chief Technology Officer, from 1998 to 2005. Dr. Bugnion currently serves on the board of the Fondation de l'Hermitage (a museum) and is a member of the Assembly of the International Committee of the Red Cross. Dr. Bugnion holds an Engineering Diploma from ETH Zürich, a Master’s degree from Stanford University and a Ph.D. from Stanford University, all in Computer Science.Dr. Bugnion’s significant expertise in technology, software and cloud computing and cybersecurity, and his experience founding technology companies and as a member of the senior leadership of leading technology companies, provides the Board with technology and product strategy expertise as well as senior leadership. Dr. Bugnion currently serves on the Technology and Innovation Committee. The Board of Directors has determined that he is an independent director. |
| Johanna 'Hanneke' Faber 56 Years Old Director since 2024 | |
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| Chief Executive Officer, Logitech International S.A.Dutch national | Johanna 'Hanneke' Faber joined Logitech as Chief Executive Officer in December 2023. Prior to joining Logitech, Ms. Faber served as President of the Global Nutrition Division at Unilever PLC, a multinational consumer goods company from July 2022 to November 2023, where she oversaw the Nutrition Business Group and was previously President of the Foods & Refreshment Division of Unilever from May 2019 to June 2022. She joined Unilever as a member of its Executive Committee in January 2018, serving as President Unilever Europe. Prior to Unilever, Ms. Faber was a member of the Executive Committee of Ahold Delhaize N.V. from 2013 to 2017, serving first as Chief Commercial Officer and then as Chief E-Commerce and Innovation Officer. Ms. Faber serves as a Member of the Board of Directors and Audit Committee of Tapestry Inc., a luxury fashion and lifestyle brands holding company since 2021. She also serves on the Board of the Swiss American Chamber of Commerce. Ms. Faber holds a Bachelor of Arts in Journalism and a Master of Business Administration from the University of Houston (Texas, USA).In addition to being the Chief Executive Officer of the Company, Ms. Faber brings significant senior leadership experience at a global scale, including "business-to-business" ("B2B"), "business-to-consumer" ("B2C"), sustainability and governance, to the Board from her leadership positions at Unilever and Ahold Delhaize. |
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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS
| Guy Gecht 60 Years Old Director since 2019 | |
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| Former Co-Chief Executive Officer, E.Merge Technology Acquisition Corp. Israeli and U.S. national | Guy Gecht joined Logitech as a member of the Board of Directors in 2019 and was Interim Chief Executive Officer from June 2023 to December 2023. He co-founded and was the Co-CEO of E.Merge Technology Acquisition Corp., a holding company looking to engage in a business combination with a software or internet company, from its founding in June 2020 until its dissolution in September 2022. Prior to co-founding E.Merge, Mr. Gecht was the Chief Executive Officer of Electronics for Imaging, Inc., a then publicly-traded company specializing in digital printing technology, a position he held from January 2000 to October 2018. He served at Electronics for Imaging as President from May 2012 to October 2018 and from July 1999 to January 2000, as Vice President and General Manager of Fiery products from January 1999 to July 1999, and as Director of Software Engineering from October 1995 to January 1999. Prior to joining Electronics for Imaging, Mr. Gecht was Director of Engineering at Interro Systems, Inc., a diagnostic technology company, from 1993 to 1995, Software Manager of ASP Computer Products, Inc., a networking company, from 1991 to 1993, and Chief Technology Officer for Apple Israel from 1990 to 1991. Mr. Gecht serves on the Board of Directors of Solaredge Technologies Inc., a smart energy technology provider. He served on the Board of Check Point Software Technology Ltd., a multinational provider of software and combined hardware and software products for IT security from 2006 to November 2024. Mr. Gecht holds a BS in Computer Science and Mathematics from Ben Gurion University in Israel.Mr. Gecht brings senior leadership, governance as well as technology and cybersecurity expertise and strategy, M&A and international experience to the Board, having led the transformation and growth of Electronics for Imaging into a global leader in digital imaging. Mr. Gecht currently is the Chairperson of the Technology and Innovation Committee and a member of the Nominating and Governance Committee. The Board of Directors has determined that he is an independent director. |
| Christopher Jones 56 Years Old Director since 2022 | |
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| Chief Executive Officer Artemis Software Works, Inc. / Former Interim Chief Executive Officer and Chief Product Officer, Amperity, Inc. U.S. national | Christopher Jones has over 30 years of experience building products and scaling businesses from multi-national companies to early stage startups. He spent the last seven years at Amperity, Inc., a company providing an intelligent customer data platform that empowers global consumer brands. During his tenure he served as interim Chief Executive Officer, Chief Customer Officer, and Chief Product Officer. Prior to joining Amperity, Mr. Jones spent twenty-seven years at Microsoft Corporation, a multinational technology corporation that produces computer software, consumer electronics, personal computers and related services, from 1991 to 2018, most recently as the Director, Healthcare NExT from October 2015 to May 2018. At Microsoft, he was also Corporate Vice President, OneDrive & SharePoint from 2014 to 2015, Corporate Vice President, Oulook.com, OneDrive and Windows Services from 2006 to 2014, Corporate Vice President, Windows from 2000 to 2006, Group Manager & Group Program Manager, Internet Explorer from 1995 to 2000, Technical Assistant from 1994 to 1995, and Group Program Manager, Microsoft Publisher from 1991 to 1994. Mr. Jones served on the Board of RealNetworks, Inc., a provider of artificial intelligence and computer vision-based products and a pioneer in Internet streaming media delivery software and services from 2016 to 2022 where he was also a member of the Audit Committee. Mr. Jones holds a BS degree in Mathematical and Computational Sciences from Stanford University.Mr. Jones brings significant expertise in technology, product development leadership and strategy, consumer and enterprise software and services, artificial intelligence and cybersecurity, as well as senior leadership and brand identification experience, to the Board from leading technology companies such as Amperity and Microsoft. Mr. Jones currently serves on the Nominating and Governance Committee and on the Technology and Innovation Committee. The Board of Directors has determined that he is an independent director. |
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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS
| Marjorie Lao 51 Years Old Director since 2018 | |
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| Former Chief Financial Officer, LEGO GroupPhilippine and U.K. national | Marjorie Lao is the former Chief Financial Officer of the LEGO Group, a privately held, family-owned company whose main activity is the development, production, marketing and sales of play materials, a position she held from February 2017 to March 2020. She previously served at the LEGO Group as the Senior Vice President, Finance from January 2014 to January 2017. Prior to joining the LEGO Group, Ms. Lao was the Vice President, Projects of Seadrill, a deepwater drilling contractor, from February 2013 to December 2013. She served as the Chief Financial Officer and Senior Vice President, Finance of Tandberg ASA, a key player in the videoconferencing industry, from November 2006 to April 2010 and the Vice President, Business Development and M&A from January 2006 to October 2006. Tandberg was acquired by Cisco Systems, Inc., a worldwide leader in Internet Protocol-based networking products and services, and Ms. Lao joined Cisco as the Senior Director, Finance and Senior Director, Strategy and Business Analytics from April 2010 to February 2012. She also served as an Associate and Engagement Manager of McKinsey & Company, an international management consulting firm, from 2002 to 2005 and a Finance Manager and Internal Controls Manager of The Procter & Gamble Company, a consumer brand company, from 1996 to 2000. Ms. Lao serves as Vice-Chairperson of the Board and chairs the Audit Committee of MYT Netherlands Parent B.V., a NYSE-listed fashion e-commerce company, as well as on the board of PT GoTo Gojek Tokopedia Tbk, a digital ecosystem company in Indonesia. Ms. Lao also serves on the board of directors of Monde Nissin (UK) Limited, a meat alternative company, and of Sitecore Holding II A/S, a digital experience software company. Ms. Lao holds a BSc degree in Business Administration and Accountancy from the University of the Philippines and an MBA from Harvard Business School. She was certified as a public accountant in the Philippines in 1996.Ms. Lao has extensive finance expertise developed through her Chief Financial Officer and other leadership positions at companies in Europe, the United States and Asia. She brings to the Board an understanding of global businesses, the videoconferencing and gaming industries, software and enterprise go-to-market strategies and senior leadership, governance, strategy, M&A and corporate responsibility experience from leading technology and brand and consumer marketing companies.Ms. Lao currently serves on the Audit Committee and the Technology and Innovation Committee. The Board of Directors has determined that she is an independent director. |
| Owen Mahoney 58 Years Old Director since 2024 | |
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| Former President, Chief Executive Officer and Representative Director of Nexon Co., Ltd.U.S. national | Owen Mahoney is the former President, Chief Executive Officer and Representative Director of Nexon Co., Ltd., a video game publisher based in Japan, a position he held from March 2014 to March 2024. Mr. Mahoney joined Nexon in July 2010 as Chief Financial Officer, a position he held until he assumed the role of Chief Executive Officer in March 2014. Prior to joining Nexon, Mr. Mahoney served as Senior Vice President of Corporate Development at Electronic Arts Inc., a video game company from November 2000 until March 2009. He serves on the Board of Hasbro, Inc., a global play and entertainment company. He holds a Master’s degree in Asian Studies from the University of California, Berkeley and studied Japanese Law and Political Science from the University of Tokyo.Mr. Mahoney brings significant expertise in senior leadership, digital gaming and technology, finance, global operations, strategy, M&A, and strategic alliances to the Board from his leadership positions at video game and software companies in North America and Asia Pacific. Mr. Mahoney currently serves on both the Audit Committee and the Technology and Innovation Committee. The Board of Directors has determined that he is an independent director. |
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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS
| Neela Montgomery 50 Years Old Director since 2017 | |
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| Former Chief Executive Officer, Orveon GlobalU.K. national | Neela Montgomery is the former Chief Executive Officer of Orveon Global US LLC, a premium beauty company, a position she held from January 2024 to February 2025. Prior to assuming that role, Ms. Montgomery served as a Board Partner at Greycroft from January 2022 to January 2024. Prior to her role at Greycroft, Ms. Montgomery was the President of CVS Pharmacy, the retail and pharmacy division of CVS Health, a global healthcare services company, where she was also an Executive Vice President, from November 2020 to January 2022, Ms. Montgomery was the Chief Executive Officer of Crate & Barrel Holdings, Inc., a global home furnishings retailer and leader in home e-commerce retailing and digital marketing, from August 2017 to August 2020. Ms. Montgomery was a Member of the Executive Board for Multichannel Retail at the Otto Group, GmbH, a globally operating retail and services group, from November 2014 to July 2017, overseeing all Group companies that operate in e-commerce and store-based retail as well as serving as Executive Chairwoman of Group operating companies including Crate & Barrel. Prior to joining the Otto Group, Ms. Montgomery was the UK General Merchandise Director on the UK Board of Tesco Plc, one of the world’s largest retailers, from June 2012 to June 2014, supervising diverse areas such as Home, Electronics & Entertainment from a multichannel perspective. She served at Tesco since 2002, including as UK E-Commerce Director from March 2011 to December 2012 and as Chief Merchant for Tesco Malaysia from July 2007 to May 2011. Ms. Montgomery serves on the Board of Directors of Fetch Rewards, Inc., a mobile shopping platform that enables users to earn and redeem rewards. Ms. Montgomery studied English literature at Oxford University and holds an MBA from INSEAD having studied in France and Singapore. Ms. Montgomery brings senior leadership, multichannel retail, e-commerce, brand oversight, home electronics and global experience to the Board from her positions in North America, EMEA and Asia Pacific at CVS Health, Crate & Barrel, the Otto Group and Tesco. Ms. Montgomery currently serves on the Compensation Committee. The Board of Directors has determined that she is an independent director. |
| Kwok Wang Ng 58 Years Old Director since 2022 | |
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| Former Chief Executive Officer, SGS S.A. Swiss and Chinese national | Kwok Wang Ng served as the Chief Executive Officer of SGS S.A., a testing, inspection and certification company, from March 2015 to March 2024. He has held other management roles at SGS from 1994 to 2015, including Executive Vice President, Industrial Services from 2012 to 2015, Executive Vice President, Consumer Testing Services from 2005 to 2012, Regional Managing Director, SGS U.S. Testing North America from 2002 to 2005, Operations Manager, Consumer Testing Services from 1998 to 2002, Division Manager, Consumer Products, Standard Technical Services from 1996 to 1998. Mr. Ng started his career as a Quality Assurance Engineer at Sodeco S.A., a company specializing in metering and phone systems, from 1987 to 1989. Mr. Ng holds a BA degree in Economics and Econometrics from the University of Essex and a Diploma in Engineering from the Engineering School of Geneva. Mr. Ng is a member of the Board of Directors of Sika AG, a Swiss multinational specialty chemical company.As former CEO of a globally operating Swiss listed company, and through his broad range of management roles in Europe, China and the U.S., Mr. Ng brings senior leadership, consumer product, operations, Swiss investor base and governance, and global experience to the Board. Mr. Ng currently is the Chairperson of the Compensation Committee and of the Nominating and Governance Committee. The Board of Directors has determined that he is an independent director. |
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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS
| Deborah Thomas 61 Years Old Director since 2020 | |
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| Retired Executive Vice President and Chief Financial Officer, Hasbro, Inc.U.S. national | Deborah Thomas was Executive Vice President and Senior Advisor to the CEO of Hasbro, Inc., a global play and entertainment company from May 2023 until her retirement from Hasbro in December 2023. Prior to assuming this role, Ms. Thomas served as Hasbro's Executive Vice President and Chief Financial Officer from March 2013 until May 2023. She previously served at Hasbro as a Senior Vice President and Chief Financial Officer from June 2009 to February 2013, Senior Vice President and Head of Corporate Finance from June 2008 to May 2009, Senior Vice President and Controller from May 2003 to May 2008, and Vice President and Assistant Controller from August 1998 to April 2003. Prior to joining Hasbro, Ms. Thomas held Assurance positions at KPMG Peat Marwick, LLP in the United States and in the United Kingdom from 1986 to 1998, most recently as a Senior Manager. She serves on the Boards of Directors of the Rhode Island Airport Corporation, which operates and maintains six airports, and of Samsonite Group S.A., a global travel luggage and lifestyle bag company. Ms. Thomas is a Certified Public Accountant. She holds a BS degree from Providence College.As the former Chief Financial Officer of a leading consumer products, gaming, entertainment and media company, and with significant finance and accounting expertise developed over several decades at a global conglomerate and a Big 4 international accounting firm, Ms. Thomas brings senior leadership, governance, finance (including U.S. GAAP), information technology, supply chain, data analytics, M&A, international and multicategory, multi-brand consumer product, gaming, media and services experience to the Board.Ms. Thomas currently is the Chairperson of the Audit Committee and a member of the Compensation Committee and of the Nominating and Governance Committee. The Board of Directors has determined that she is an independent director. |
| Sascha Zahnd 50 Years Old Director since 2022 | |
|---|---|
| Former Chairman, Valora Holding AG Swiss national | Sascha Zahnd is the former non-executive chairman and a member of the Audit Committee of Valora Holding AG, a position he held until October 2022. He previously served as Vice President EMEA from June 2019 until December 2020 at Tesla Inc., an automotive and clean energy company and Vice President, Global Supply Chain from May 2016 to May 2019. Prior to joining Tesla, Mr. Zahnd was the Vice President, Supply & Procurement at ETA S.A./The Swatch Group, a company designing and manufacturing watches and calibers for the watch industry, from 2010 to 2016. From 2001 to 2010, Mr. Zahnd held a series of management positions at IKEA, a multinational conglomerate that designs and sells furniture, appliances and home accessories among other goods and home services, including Head of Supply Division Asia Pacific at IKEA Asia Pacific from 2006 to 2010, Sales Manager and Deputy to General Manager at IKEA Retail from 2005 to 2006, Leader Task Force, Supply Mexico, Turnaround at IKEA Trading (Purchasing), Mexico from 2003 to 2005, Project Leader, European Distribution Strategy at IKEA of Sweden in 2003, and Regional Logistic Manager at IKEA Distribution South Europe from 2001 to 2003. Mr. Zahnd serves on the board of directors of MYT Netherlands Parent B.V., a fashion e-commerce company and of Valeo SE, an automotive technology company. He also serves on the board of directors of Nokera AG, a sustainable construction Company, Arboloom Cup AG, a sustainable packaging company and BERNEXPO AG, a live-event business company. Mr. Zahnd holds an Executive MBA degree from IMD Business School in Lausanne and a BA degree in Business Administration from University of Applied Sciences in Basel. Mr. Zahnd brings significant expertise in retail, production and supply chain, as well as senior leadership, Swiss investor and governance, and global experience, to the Board from his roles as part of Tesla’s leadership team and in leading technology and retail companies in Europe, the U.S., Mexico and Asia/China.Mr. Zahnd currently serves on both the Audit Committee and the Nominating and Governance Committee. The Board of Directors has determined that he is an independent director. |
All members of the Board of Directors currently comply with the limitation on external mandates contemplated in Article 17bis of the Articles of Incorporation.
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Elections to the Board of Directors
Directors are elected at the Annual General Meeting of Shareholders, upon proposal of the Board of Directors. The proposals of the Board of Directors are made following recommendations of the Nominating and Governance Committee.
Shareholder Recommendations and Nominees
Under our Articles of Incorporation, one or more registered shareholders who alone or together with other shareholders hold shares representing at least 0.5 percent of the capital or voting rights may demand that an item be placed on the agenda of a meeting of shareholders, including a nominee for election to the Board of Directors. A request to place an item on the meeting agenda must be in writing, describe the proposal and be received by our Board of Directors at least 60 days prior to the date of the meeting. Demands by registered shareholders to place an item on the agenda of a meeting of shareholders should be sent to: Secretary to the Board of Directors, Logitech International S.A., EPFL - Quartier de l’Innovation, 1015 Lausanne, Switzerland, or c/o Logitech Inc., 3930 North First Street, San Jose, CA 95134, USA.
Under the Articles of Incorporation only registered shareholders are recognized as shareholders of the Company. As a result, beneficial shareholders do not have a right to place an item on the agenda of a meeting, regardless of the number of shares they hold. For information on how beneficial shareholders may become registered shareholders, see “Questions and Answers about the Logitech 2025 Annual General Meeting - If I am not a registered shareholder, can I attend and vote at the meeting?”
If the agenda of a general meeting of shareholders includes an item calling for the election of directors, any registered shareholder may propose a candidate for election to the Board of Directors before or at the meeting.
The Nominating and Governance Committee does not have a policy on consideration of recommendations for candidates to the Board of Directors from registered shareholders.
The Nominating and Governance Committee considers it appropriate not to have a formal policy for consideration of such recommendations because the evaluation of potential members of the Board of Directors is by its nature a case-by-case process, depending on the composition of the Board at the time, the needs and status of the business of the Company, and the experience and qualification of the individual. Accordingly, the Nominating and Governance Committee would consider any such recommendations on a case-by-case basis in its discretion, and, if accepted for consideration, would evaluate any such properly submitted nominee in consideration of the membership criteria set forth under “Board Composition” below. Shareholder recommendations to the Board of Directors should be sent to the above address.
Board Composition
The Nominating and Governance Committee is responsible for reviewing and assessing with the Board the appropriate skills, experience, and background sought of Board members in the context of our business and the then-current membership on the Board. The Nominating and Governance Committee has not formally established any specific minimum qualifications that must be met by each candidate for the Board of Directors or specific attributes, qualities or skills that are necessary for one or more of the members of the Board of Directors to possess. However, we do not expect or intend that each director will have the same background, skills, and experience; we expect that Board members will have a diverse portfolio of backgrounds, skills, and experiences. One goal of this diversity is to assist the Board as a whole in its oversight and advice concerning our business and operations.
The review and assessment of Board candidates and the current Board composition by the Nominating and Governance Committee includes numerous diverse factors, such as: diversity with respect to international experience, geographic representation, age, gender, ethnicity, as well as other qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board.
The priorities and emphasis of the Nominating and Governance Committee and of the Board with regard to these factors change from time to time to take into account changes in Logitech’s business and other trends, as well as the portfolio of skills and experience of current and prospective Board members.
Listed below are key skills and experience that we consider important for our directors to have in light of our current business and structure. We do not expect each director to possess every attribute. The directors’ biographies and our
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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS
Board Skills and Experience Profile note each director nominee’s relevant experience, qualifications, and skills relative to this list.
Senior Leadership Experience. Directors who have served in senior leadership positions are valuable to Logitech because they bring experience and perspective in analyzing, shaping, and overseeing the execution of important operational and policy issues at a senior level.
Governance and Sustainability Experience. Directors with corporate governance and sustainability experience are important to Logitech because they enable the Board to exercise its general oversight with respect to corporate governance and ESG matters, as well as the Company’s operational sustainability initiatives.
Financial Experience. Knowledge of financial markets, M&A and accounting and financial reporting processes is important because it assists our directors in understanding, advising, and overseeing Logitech’s structure, financial reporting, and internal control of such activities.
Technology Experience. Because we develop design-led, software-enabled hardware, technology experience including in hardware, software, AI, cybersecurity, and product security, is valuable in understanding the opportunities, risks and challenges of our business and in providing insight and oversight of management.
Industry Experience. We develop and manufacture hardware and software products, ship them worldwide and sell our products to both consumers and businesses. Accordingly, experience in B2B and B2C businesses, including sales and marketing, and experience in global supply chain and manufacturing is valuable in understanding and providing insight on the challenges and opportunities of significant aspects of our business including sales, marketing and manufacturing.
Global Experience. Because we are a global organization with research and development, and sales and other offices in many countries, directors with international business experience, particularly in Europe, the U.S. and Asia, can provide valuable business and cultural perspectives regarding many significant aspects of our business.
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 |
(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
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
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Committee deems appropriate, and typically includes the use of paid third parties to review candidates to ensure the nominees have appropriate qualifications and skills.
Board Diversity
In addition to the above, the review and assessment of Board candidates and the current Board composition by the Nominating and Governance Committee includes an assessment of diversity with respect to international experience, geographic representation, age, gender, ethnicity, as well as other qualities and attributes that contribute to the total mix of viewpoints and experience represented on the Board. In addition, Swiss law requires companies to report publicly, starting with respect to fiscal year 2026, on whether the underrepresented gender comprises at least 30% of a company's board of directors. We are providing this information herein in advance of the Swiss statutory deadline. In our current 12-person Board, seven directors are men and five directors are women (i.e. 41.6% are female directors). Our director nominees include seven men and four women. If all nominees are re-elected at the 2025 Annual General Meeting, our Board will be composed of 36.4% female directors. The nationalities of our director nominees include Swiss, American, British/U.K., Chinese, Israeli, Filipino and Dutch. Four of our director nominees reside in Europe, six reside in the United States, and one resides in Japan.
The following chart summarizes certain voluntarily self-identified demographic information of our nominees. Additional biographical information on each nominee is set out above in "Members of the Board of Directors."
| Board Diversity Matrix | ||||
|---|---|---|---|---|
| Country of Principal Executive Offices: · Switzerland | ||||
| Foreign Private Issuer: · No | ||||
| Disclosure Prohibited under Home Country Law: · No | ||||
| Total Number of Nominees: | 11 | |||
| Female | Male | Non-Binary | Did not Disclose Gender | |
| Gender Identity | 4 | 7 | — | — |
| Demographic Background: | ||||
| African American or Black | — | — | — | — |
| Alaskan Native or Native American | — | — | — | — |
| Asian | 2 | 1 | — | — |
| Hispanic or Latinx | — | — | — | — |
| Native Hawaiian or Pacific Islander | — | — | — | — |
| White | 2 | 5 | — | — |
| Two or More Races or Ethnicities | — | — | — | — |
| LGBTQ+ | — | |||
| Did Not Disclose Demographic Background | 2* | |||
| Nationalities: | ||||
| Swiss | 3 | |||
| American | 5 | |||
| British/U.K. | 2 | |||
| Israeli | 1 | |||
| Filipino | 1 | |||
| Chinese | 1 | |||
| Dutch | 1 | |||
- Number of director nominees who “Prefer not to answer” the LGBTQ+ question or the race/ethnicity question.
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Terms of Office of Directors
Each director is elected individually by a separate vote of shareholders for a one-year term. All our current directors, with the exception of Ms. Becker who is not standing for re-election, are being presented for re-election to the Board of Directors at the 2025 Annual General Meeting. Each director is eligible for re-election until his or her seventieth birthday. Directors may not seek re-election after they have reached 70 years of age or have served on the Board of Directors as a non-employee member for 12 years, unless the Board of Directors adopts a resolution to the contrary. A member of the Board who reaches 70 years of age or 12 years of service as a non-employee member of the Board of Directors during the term of his or her directorship may remain a director until the expiration of the term. A director’s term of office as Chairperson coincides with his or her term of office as a director. A director may be re-elected as Chairperson, subject to the age and tenure limits mentioned above.
The year of appointment and remaining term of office as of March 31, 2025 for each director are as follows:
| Name | Year First Appointed | Year Current Term Expires |
|---|---|---|
| Donald Allan(1) | 2024 | 2025 Annual General Meeting |
| Wendy Becker(1)(2) | 2017 | 2025 Annual General Meeting |
| Edouard Bugnion(1) | 2015 | 2025 Annual General Meeting |
| Johanna 'Hanneke' Faber(3) | 2024 | 2025 Annual General Meeting |
| Guy Gecht(1) | 2019 | 2025 Annual General Meeting |
| Christopher Jones(1) | 2022 | 2025 Annual General Meeting |
| Marjorie Lao(1) | 2018 | 2025 Annual General Meeting |
| Owen Mahoney(1) | 2024 | 2025 Annual General Meeting |
| Neela Montgomery(1) | 2017 | 2025 Annual General Meeting |
| Kwok Wang Ng(1) | 2022 | 2025 Annual General Meeting |
| Deborah Thomas(1) | 2020 | 2025 Annual General Meeting |
| Sascha Zahnd(1) | 2022 | 2025 Annual General Meeting |
(1)Non-executive members of the Board of Directors.
(2)Ms. Becker is not standing for re-election at the 2025 Annual General Meeting.
(3)Executive member of the Board of Directors.
Board Responsibilities and Structure
The Board of Directors is responsible for supervising the management of the business and affairs of the Company. In addition to the non-transferable powers and duties of boards of directors under Swiss law, the Logitech Board of Directors also has the following responsibilities:
the grant of signatory power to its members and the Company’s officers;
the approval of the budget submitted by the Chief Executive Officer;
the approval of investments or acquisitions of more than USD 10 million in the aggregate not included in the approved budgets;
the approval of any expenditure of more than USD 10 million not specifically identified in the approved budgets; and
the approval of the sale or acquisition, including related borrowings, of the Company’s real estate.
The Board of Directors has delegated the management of the Company to the Chief Executive Officer and the other members of the Group Management Team, except where Swiss law, the Articles of Incorporation or Organizational Regulations (Bylaws) provide differently.
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Board Leadership Structure
The Board has an Independent Chairperson in line with current Swiss and U.S. best governance practices. The Chairperson of the Board is elected by the shareholders on an annual basis, at the Annual General Meeting of Shareholders. The Secretary of the Board of Directors is typically appointed at the Board meeting coinciding with the Annual General Meeting of Shareholders. As of June 30, 2025, the Secretary is Samantha Harnett, the Company's Chief Legal Officer.
Role of the Chairperson and of the Chief Executive Officer
The Chairperson has responsibility for managing the Board, managing the relationship between the Board and the Chief Executive Officer and senior management of the Company, representing the Board and the Company with shareholders, the press and other external persons, establishing objectives for and evaluating the performance of the Chief Executive Officer, ensuring succession planning, and, together with the Chief Executive Officer, setting the values, ethics and culture of the Company. The Chairperson also assumes a leading role in the process of mid- and long-term strategic planning and the selection of top-level management, and supports major transaction initiatives of Logitech.
The Chief Executive Officer manages the day-to-day operations of Logitech, with the support of executive officers. The Chief Executive Officer has, in particular, the following powers and duties:
defining and implementing short and medium term strategies;
preparing the budget, which must be approved by the Board of Directors;
reviewing and certifying the Company’s annual report;
appointing, dismissing and promoting any employees of Logitech other than executive officers and the head of the internal audit function;
taking immediate measures to protect the interests of the Company where a breach of duty is suspected from executive officers until the Board has decided on the matter;
carrying out Board resolutions;
reporting regularly to the Chairperson of the Board of Directors on the activities of the business;
preparing supporting documents for resolutions that are to be passed by the Board of Directors; and
deciding on issues brought to her attention by executive officers.
The detailed authorities and responsibilities of the Board of Directors, the Chief Executive Officer and the executive officers are set out in the Articles of Incorporation and Organizational Regulations. Please refer to
http://ir.logitech.com for copies of these documents.
Lead Independent Director
In the absence of an independent Chairperson of the Board, the responsibilities of the Lead Independent Director include chairing meetings of the non-executive directors and serving as the presiding director in performing such other functions as the Board may direct. The decision of whether to have, and the election of, a Lead Independent Director is determined by the independent members of the Board. The Board currently does not have a Lead Independent Director. With the re-election of an Independent Chairperson of the Board, it is expected that the Board will continue not to have someone in that role.
Means by Which the Board of Directors Supervises Executive Officers
The Board of Directors is regularly informed on developments and issues in Logitech’s business, and monitors the activities and responsibilities of the executive officers in various ways.
At each regular Board meeting the Chief Executive Officer reports to the Board of Directors on developments and important issues. The Chief Executive Officer also provides updates to the Board members regarding Logitech’s business between the dates of regular Board meetings.
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The offices of Chairperson and Chief Executive Officer are generally separated, to help ensure balance between leadership of the Board and leadership of the day-to-day management of Logitech. The Chairperson and the Chief Executive Officer have regularly scheduled meetings to discuss Logitech's business.
Executive officers and other members of senior management, at the invitation of the Board, attend portions of meetings of the Board and its Committees to report on the financial results of Logitech, its operations, performance and outlook, and on areas of the business within their responsibilities, as well as other business matters. For further information on participation by executive officers and other members of senior management in Board and Committee meetings please refer to “Board Committees” below.
There are regular quarterly closed sessions of the non-executive, independent members of the Board of Directors, led by the independent Chairperson, where Logitech issues are discussed without the presence of executive or non-independent members of the Board or executive officers.
The Board holds quarterly closed sessions, where all Board members meet without the presence of non-Board members, to discuss matters appropriate to such sessions, including organizational structure and the hiring and mandates of executive officers.
There are regularly scheduled reviews at Board meetings of Logitech strategic and operational issues, including discussions of issues placed on the agenda by the non-executive members of the Board of Directors.
The Board reviews and approves significant changes in Logitech’s structure and organization, and is actively involved in significant transactions, including acquisitions, divestitures and major investments.
All non-executive Board members have access, at their request, to all internal Logitech information.
The head of the Internal Audit function reports administratively to the Chief Financial Officer and has a functional reporting line and direct access to the Audit Committee Chairperson.
The Board’s Role in Risk Oversight
One of the Board’s functions is oversight of risk management at Logitech. “Risk” is inherent in business, and the Board seeks to understand and advise on risk in conjunction with the activities of the Board and the Board’s Committees.
The largest risk in any business typically is that the products and services it offers will not be met by customer demand, because of poor strategy, poor execution, lack of competitiveness, or some combination of these or other factors. The Board implements its risk oversight responsibilities, at the highest level, through regular reviews of the Company’s business, product strategy and competitive position, and through management and organizational reviews, evaluations and succession planning.
Within the broad strategic framework established by the Board, management is responsible for: identifying risk and risk controls related to significant business activities; mapping the risks to company strategy; and developing programs and recommendations to determine the sufficiency of risk identification, the balance of potential risk to potential reward and the appropriate manner in which to control risk.
The Board’s risk oversight role is implemented at the full Board level, and also in individual Board Committees. The full Board receives specific reports on enterprise risk management, in which the identification and control of risk are the primary topics of the discussion. Presentations and other information for the Board and Board Committees generally identify and discuss relevant risk and risk control; and the Board members assess and oversee the risks as a part of their review of the related business, financial, or other activity of the Company. The Compensation Committee oversees issues related to the design and risk controls of compensation programs. The Audit Committee oversees issues related to internal control over financial reporting and Logitech’s risk tolerance in cash-management investments, as well as cybersecurity, information security and other technology risks, controls and procedures, including review of the Company’s current threat landscape, strategy to mitigate cybersecurity, information security and other technology risks, and critical incident response plans. The Technology and Innovation Committee oversees the Company’s product security risks, controls and procedures. The Board’s role in oversight does not have a direct impact on the Board’s leadership structure, which is discussed above.
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Board Oversight of Environmental, Social and Governance (ESG)
We believe that full board oversight is important to ensure that ESG is part of, and aligned with, our overall Company strategy. As a result, our Board oversees our ESG programs, with support at the committee level. Our ESG programs include, but are not limited to, sustainability, human rights and labor, privacy and security, human capital resources, including diversity and inclusion, and governance practices.
To support the Board in its oversight efforts, the Nominating and Governance Committee evaluates and advises on the Board’s process and cadence for oversight of the Company’s ESG strategy. In addition, the Audit Committee reviews and discusses with management the Company's validation procedures for metrics provided in connection with the Swiss Statutory Non-Financial Matters Report.
Board Meetings
The Chairperson sets the agenda for Board meetings, in coordination with the Chief Executive Officer. Any member of the Board of Directors may request that a meeting of the Board be convened. The directors receive materials in advance of Board meetings allowing them to prepare for the handling of the items on the agenda.
The Chairperson and Chief Executive Officer recommend executive officers or other members of senior management who, at the invitation of the Board, attend portions of each quarterly Board meeting to report on areas of the business within their responsibility. Infrequently, the Board may also receive reports from external consultants such as executive search or succession experts, financial advisors or outside legal experts to assist the Board on matters it is considering.
The Board typically holds a regularly scheduled Board meeting each quarter for a review and discussion of the Company, its strategy or both, which lasts a full day to a day-and-a-half and in which all directors participate in person except in special individual circumstances. In addition, the Chief Executive Officer and Chief Financial Officer provide a quarterly update to the Board prior to each earnings announcement. Additional meetings of the Board may be held by teleconference or videoconference and the duration of such meetings varies depending on the subject matters considered.
Emergency Resolutions
In case of emergency, the Chairperson of the Board may have the power to pass resolutions which would otherwise be the responsibility of the Board. Decisions by the Chairperson of the Board made in this manner are subject to ratification by the Board of Directors at its next meeting or by way of written consent. No such emergency resolutions were passed during fiscal year 2025.
Independent Director Sessions
The Board of Directors has adopted a policy of regularly scheduled sessions of Board meetings where the independent directors meet to consider matters without management or non-independent directors present. During fiscal year 2025, separate sessions of the independent directors were held at four separate meetings.
Board Effectiveness
Our Board of Directors and Board Committees perform annual self-assessments to evaluate their effectiveness in fulfilling their obligations.
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Board Committees
The Board has standing Audit, Compensation, Nominating and Governance, and Technology and Innovation Committees to assist the Board in carrying out its duties. Each of the Board committees is composed entirely of directors that are independent in accordance with the published listing requirements of the Nasdaq Stock Market and Swiss corporate governance best practices guidelines. At each quarterly Board meeting, each applicable Board Committee reports to the full Board on the substance of the Committee’s meetings, if any, during the quarter.
Each Committee has a written charter approved by the Board. The Chairperson of each Committee determines the Committee’s meeting agenda. The Board Committee members receive materials in advance of Committee meetings allowing them to prepare for the meeting. The Charters of each Board Committee are available on Logitech’s Investor Relations website athttp://ir.logitech.com. Each of the Audit, Compensation and Nominating and Governance Committees has the authority to engage outside experts, advisors and counsel to the extent it considers appropriate to assist the Committee in its work. The members of the Committees are identified in the following table:
| Director | Audit | Compensation | Nominating and Governance(1) | Technology and Innovation |
|---|---|---|---|---|
| Donald Allan | X | |||
| Wendy Becker(1) | X | |||
| Edouard Bugnion | X | |||
| Johanna 'Hanneke' Faber | ||||
| Guy Gecht | X | Chairperson | ||
| Christopher Jones | X | X | ||
| Marjorie Lao | X | X | ||
| Owen Mahoney | X | X | ||
| Neela Montgomery | X | |||
| Kwok Wang Ng | Chairperson | Chairperson | ||
| Deborah Thomas | Chairperson | X | X | |
| Sascha Zahnd | X | X | ||
(1)Ms. Becker is not standing for re-election and will no longer be a member of the Nominating and Governance Committee following the 2025 Annual General Meeting.
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Attendance at Board, Committee and Annual Shareholders’ Meetings
In fiscal year 2025 the Board met seven times, five of which were regularly scheduled meetings. In addition, the Audit Committee met ten times, the Compensation Committee met five times, the Nominating and Governance Committee met four times, and the Technology and Innovation Committee met three times. In addition to its meetings, the Board took eight actions for approval by written consent during fiscal year 2025. We expect each director to attend each meeting of the Board and the Committees on which he or she serves, and also expect them to attend the Annual General Meeting of Shareholders. All of the incumbent directors attended at least 75% of the meetings of the Board and the Committees on which he or she served. All incumbent directors attended the 2024 Annual General Meeting. Detailed attendance information for Board and Board Committee meetings during fiscal year 2025 is as follows:
| Board of Directors | Audit Committee | Compensation Committee | Nominating and Governance Committee | Technology and Innovation Committee | |
|---|---|---|---|---|---|
| # of meetings held | 7 | 10 | 5 | 4 | 3 |
| Patrick Aebischer(1) | 5 | 1 | |||
| Donald Allan(2) | 3 | 3 | |||
| Wendy Becker | 7 | 4 | |||
| Edouard Bugnion | 7 | 3 | |||
| Johanna 'Hanneke' Faber(3) | 3 | ||||
| Guy Gecht(4) | 7 | 3 | 3 | ||
| Christopher Jones | 6 | 4 | 3 | ||
| Marjorie Lao | 7 | 10 | 3 | ||
| Owen Mahoney(5) | 3 | 5 | 2 | ||
| Neela Montgomery | 7 | 5 | |||
| Kwok Wang Ng(4) | 7 | 5 | 3 | ||
| Deborah Thomas(4) | 7 | 10 | 5 | 3 | |
| Sascha Zahnd(4) | 7 | 10 | 3 | ||
(1)Mr. Aebischer did not stand for re-election to the Board at the 2024 Annual General Meeting. Mr. Aebischer attended five of the seven Board meetings and one of the four Nominating and Governance Committee meetings that were held during fiscal year 2025.
(2)Mr. Allan joined the Compensation Committee as of the 2024 Annual General Meeting and attended all of the Board and committee meetings held after the 2024 Annual General Meeting.
(3)Ms. Faber was elected to the Board as of the 2024 Annual General Meeting and attended all of the meetings held after the 2024 Annual General Meeting.
(4)Mr. Gecht, Mr. Ng, Mr. Zahnd and Ms. Thomas joined the Nominating and Governance Committee effective as of the 2024 Annual General Meeting. They attended all of the meetings held after the 2024 Annual General Meeting.
(5)Mr. Mahoney joined the Audit Committee and the Technology and Innovation Committee as of the 2024 Annual General Meeting and attended all of the Board and committee meetings held after the 2024 Annual General Meeting.
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Audit Committee
The Audit Committee is appointed by the Board to assist the Board in monitoring the Company’s financial accounting, controls, planning and reporting. It is composed of only non-executive, independent Board members. Among its duties, the Audit Committee:
reviews the adequacy of the Company’s internal controls and disclosure controls and procedures;
reviews the independence, fee arrangements, audit scope, and performance of the Company’s independent auditors, and recommends the appointment or replacement of independent auditors to the Board of Directors;
reviews and approves all non-audit work to be performed by the independent auditors;
reviews the scope of Logitech’s internal auditing and the adequacy of the organizational structure and qualifications of the internal auditing staff;
oversees the Company's Code of Conduct and related compliance activities;
reviews, before release, the quarterly results and interim financial data;
reviews with management and the independent auditors the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures, including the Company’s guidelines and policies with respect to risk assessment and risk management;
reviews, before release, the audited financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and recommends that the Board of Directors include the audited financial statements in the annual report made available to shareholders;
reviews cybersecurity, information security and other technology risks, controls and procedures, including review of the Company’s current threat landscape, strategy to mitigate cybersecurity, information security and other technology risks, and critical incident response plans; and
reviews and discusses with management the Company's validation procedures for metrics provided in connection with the Swiss statutory non-financial matters report; recommends for approval to the Board the Company's Swiss statutory non-financial matters report.
The Board has determined that each member of the Audit Committee meets the independence requirements of the Nasdaq Stock Market listing standards and the applicable rules and regulations of the SEC. In addition, the Board has determined that Ms. Thomas and Ms. Lao are audit committee financial experts as defined by the applicable rules and regulations of the SEC.
Compensation Committee
The Committee is composed of only non-executive, independent Board members. Among its duties, the Compensation Committee:
has oversight over the Company's compensation plans applicable to executive officers and to members of the Board of Directors, and makes recommendations to the Board with respect to improvements or changes to such plans;
reviews and recommends to the Board all compensation programs and other remuneration provided to non-employee members of the Board of Directors;
reviews and approves all aspects of remuneration to the Company's Executive Officers, including their participation in incentive compensation plans and equity-based compensation plans;
annually reviews and approves (a) the annual base salary, (b) the annual or other period incentive bonus, including specific goals and target amounts, (c) equity compensation, and (d) any other benefits, perquisites, compensation or arrangements for the Company's Executive Officers;
reviews and approves the Company's peer group for purposes of evaluation executive compensation.
has authority, without further Board approval, to review and approve employment agreements and arrangements for the Company's Executive Officers;
reviews compensation matters with respect to gender and diversity;
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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS
administers all stock ownership, stock option and other equity-based compensation plans of the Company and all related policies and programs;
recommends to the Board the maximum aggregate amount of compensation for the Board and for the Group Management Team that shall be submitted for approval to the annual general meeting of shareholders;
reviews the Compensation Discussion and Analysis, Remuneration Report and related executive compensation information required in the Company's annual report or proxy statement and determines whether to recommend to the Board of Directors that the Compensation Discussion and Analysis, Remuneration Report and related executive compensation information be included in the Company's annual report or proxy statement for the annual general meeting of shareholders; and
reviews, at least annually, the Company's overall compensation philosophy and evaluates the results of such policy to ensure that the compensation payable to the Company's Executive Officers and members of the Board provides overall competitive pay levels, creates proper incentives to enhance shareholder value, rewards superior performance, and is justified by the returns available to shareholders.
The Board of Directors has determined that each member of the Compensation Committee meets the independence requirements of the Nasdaq Stock Market listing standards. Please refer to the Company’s "Compensation Report for Fiscal Year 2025" for further information on the Compensation Committee’s criteria and process for evaluating executive compensation.
Nominating and Governance Committee
The Nominating and Governance Committee is composed of only non-executive, independent directors. Among its duties, the Nominating and Governance Committee:
evaluates the composition and size of the Board of Directors and its Committees, determines future requirements and makes recommendations to the Board of Directors for approval;
determines on an annual basis the desired Board qualifications and expertise and conducts searches for potential directors with these attributes;
evaluates and makes recommendations of nominees for election to the Board of Directors, as Chairperson of the Board, and to the Compensation Committee;
evaluates and makes recommendations to the Board concerning the appointment of directors to Board Committees and the selection of Board Committees Chairpersons;
evaluates and makes recommendations to the Board concerning succession planning for the Company's Chairperson, Board Committee leaderships roles, Chief Executive Officer of the Company and key leadership roles;
reviews developments relating to corporate governance and reviews and makes recommendations to the Board regarding changes to the Company’s Corporate Governance Principles and other corporate governance-related documents as appropriate;
evaluates and advises on the Board's process and cadence for oversight of the Company's ESG strategy;
reviews directors’ membership on the boards of directors or senior leadership of other companies or organizations, approves the Company Chief Executive Officer's and other Group Management Team members' service on the boards of directors or senior leadership of charitable or similar organizations, and evaluates and makes recommendations to the Board regarding their service on the boards of directors or senior leadership of other companies or legal entities; and
considers any questions of actual or potential conflicts of interest of Board members and Group Management Team members.
The Nominating and Governance Committee typically retains an executive search firm to assist with the identification and evaluation of prospective Board nominees based on criteria established by the Committee. For information on the Nominating and Governance Committee’s policies with respect to director nominations please see “Elections to the Board of Directors” above.
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CORPORATE GOVERNANCE AND BOARD OF DIRECTORS MATTERS
The Board has determined that each member of the Nominating and Governance Committee meets the independence requirements of the Nasdaq Stock Market listing standards. Upon the Committee’s recommendation of nominees for election to the Board of Directors, the nominees are presented to the full Board. Nominees are then selected by a majority of the independent members of the Board.
Technology and Innovation Committee
The Technology and Innovation Committee is composed of at least two members. Among its duties, the Technology and Innovation Committee:
reviews the Company’s technology plans and strategies;
monitors existing and future trends in technology related to the Company’s business and advises the Board and the Company’s senior technology management team with respect to such trends;
reviews the Company’s approaches to acquiring and maintaining the Company’s technology position;
meets with the Company’s senior technology management team to review the Company’s internal technology development and product innovation activities and provide input; and
reviews the Company’s product security risks, controls and procedures.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee has been an officer or employee of Logitech. None of our executive officers serves on the board of directors or compensation committee of a company that has an executive officer that serves on our Board of Directors.
Communications with the Board of Directors
Shareholders may contact the Board of Directors about bona fide issues or questions about Logitech by sending an email togeneralcounsel@logitech.comor by writing the Corporate Secretary at the following address:
Logitech International S.A.
Attn: Corporate Secretary
EPFL - Quartier de l’Innovation
1015 Lausanne, Switzerland
All such shareholder communications will be forwarded to the appropriate member or members of the Board of Directors or, if none is specified, to the Chairperson of the Board of Directors.
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Security Ownership
Security Ownership of Certain Beneficial Owners and Management as of June 30, 2025
In accordance with the proxy statement rules under U.S. securities laws, the following table shows the number of our shares beneficially owned as of June 30, 2025 by:
each person or group known by Logitech, based on filings pursuant to Section 13(d) or (g) under the U.S. Securities Exchange Act of 1934 or notifications to the Company under applicable Swiss laws, to own beneficially more than 5% of our outstanding shares as of June 30, 2025;
each director and each nominee for director;
the persons named in the Summary Compensation Table in the Compensation Report (the “NEOs”); and
all directors and current executive officers as a group.
| Number of Shares Owned(2) | Shares that May be Acquired Within 60 Days(3) | Total Beneficial Ownership | Total as a Percentage of Shares Outstanding(4) | |
|---|---|---|---|---|
| 5% Shareholders:(1) | ||||
| BlackRock, Inc.(5) | 9,777,832 | — | 9,777,832 | 6.6% |
| UBS Asset Management (Americas), Inc.(6) | 10,968,407 | — | 10,968,407 | 7.4% |
| Directors and Director Nominees, not including NEOs: | ||||
| Donald Allan | — | — | — | * |
| Wendy Becker | 26,591 | — | 26,591 | * |
| Edouard Bugnion | 44,600 | — | 44,600 | * |
| Guy Gecht | 15,767 | — | 15,767 | * |
| Christopher Jones | 5,090 | — | 5,090 | * |
| Marjorie Lao | 14,658 | — | 14,658 | * |
| Owen Mahoney | — | — | — | * |
| Neela Montgomery | 14,380 | — | 14,380 | * |
| Kwok Wang Ng | 8,124 | — | 8,124 | * |
| Deborah Thomas | 8,761 | — | 8,761 | * |
| Sascha Zahnd | 6,142 | — | 6,142 | * |
| NEOs | ||||
| Johanna 'Hanneke' Faber | 8,258 | — | 8,258 | * |
| Matteo Anversa(7) | — | — | — | * |
| Prakash Arunkundrum | 67,276 | 38,692 | 105,968 | * |
| Samantha Harnett | 16,265 | — | 16,265 | * |
| Charles Boynton(7) | — | — | — | * |
| Meeta Sunderwala(7) | 7,857 | — | 7,857 | * |
| Current Directors and NEOs | ||||
| as a Group (17) | 243,769 | 38,692 | 282,461 | * |
- Less than 1%
(1)Unless otherwise indicated, the address for each beneficial owner listed in this table is c/o Logitech International S.A., EPFL, Quartier de l’Innovation, 1015 Lausanne, Switzerland or c/o Logitech Inc., 3930 North First Street, San Jose, California 95134, USA.
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SECURITY OWNERSHIP
(2)To Logitech’s knowledge, except as otherwise noted in the footnotes to this table, each director, director nominee and NEOs has sole voting and investment power over the shares reported as beneficially owned in accordance with SEC rules, subject to community property laws where applicable.
(3)Includes shares represented by vested, unexercised options as of June 30, 2025 and RSUs and PSUs that are expected to vest within 60 days after June 30, 2025. These shares are deemed to be outstanding for the purpose of computing the percentage ownership of the person holding the options or restricted stock units, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.
(4)Based on 147,551,488 shares outstanding on June 30, 2025 (168,994,142 shares issued less 21,442,654 treasury shares).
(5)The number of shares held by BlackRock, Inc. is based on the number of shares reported as beneficially owned by BlackRock, Inc. and its subsidiaries on a Schedule 13G/A filed with the U.S. Securities and Exchange Commission on April 23, 2025. BlackRock, Inc. has sole voting power over 9,072,088 shares and sole dispositive power over 9,777,832 shares. The address of BlackRock, Inc. is 50 Hudson Yards, New York, NY 10001.
(6)The number of shares held by UBS Group AG is based on the number of shares reported as beneficially owned by UBS Group AG and its subsidiaries reported to SIX pursuant to article 120 of the Swiss Financial Market Infrastructure Act on May 8, 2024. The address of UBS Group AG is Bahnhofstrasse 45, PO Box CH-8021, Zurich, Switzerland.
(7)Mr. Boynton resigned from his position as Chief Financial Officer effective May 17, 2024 to pursue another opportunity and Ms. Sunderwala was appointed as Interim Chief Financial Officer effective June 12, 2024 and served in this role until Mr. Anversa was appointed as Chief Financial Officer effective September 1, 2024.
Share Ownership Guidelines
Logitech has established share ownership guidelines for its non-executive members of the Board of Directors, the Chief Executive Officer, executive officers and other officers who report directly to the CEO.
Each non-employee director is required to own Logitech shares with a market value equal to five times their annual cash retainer under the guidelines adopted by the Board in June 2006 (as revised in June 2013, June 2019 (effective September 4, 2019), July 2020, and June 2021). Non-employee directors are required to achieve this ownership requirement by the later of September 2024 or five years after joining the Board. If a non-employee director has not met the ownership guidelines by the end of the five-year period or falls below the guidelines at any time after the five-year period, one-half of the non-employee director's annual Board retainer will be paid in Logitech shares until the ownership guidelines are satisfied. After reaching the share ownership requirement and then falling below the guidelines solely as a result of Logitech's stock price dropping or as a result of a change in the eligible shares definition, the non-employee director will have until the later of the original five-year period or up to two years from falling below the guidelines to return to compliance with the guidelines. The guidelines will be adjusted to reflect any capital adjustments, and will be re-evaluated by the Board from time to time. As of June 30, 2025, each non-employee director had either satisfied these ownership guidelines or had time remaining to do so.
The Compensation Committee adopted share ownership guidelines for executive officers and other officers who report directly to the CEO, effective September 2008. These guidelines were most recently revised in June 2021. They apply to executive officers and other officers who report directly to the CEO. These guidelines require:
the CEO to hold a number of Logitech shares with a market value equal to five times his or her annual base salary;
the Chief Financial Officer to hold a number of Logitech shares with a market value equal to three times his or her annual base salary;
executive officers, other than the CEO and CFO, each to hold a number of Logitech shares with a market value equal to two times their respective annual base salary; and
remaining officers who report directly to the CEO each to hold a number of Logitech shares with a market value equal to their respective annual base salary.
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SECURITY OWNERSHIP
Each officer subject to the guidelines is required to achieve their applicable ownership guidelines within five years of such officer first becoming subject to the guidelines. The ownership guidelines may be met only through owned shares. The CEO must hold 100% of his or her after-tax shares resulting from equity incentive awards until the ownership guidelines are reached, and all other executive officers and officers subject to the guidelines must hold at least 50% of the after-tax shares resulting from equity incentive awards until the ownership requirements are reached. If the ownership guidelines are not met by the end of the five-year accumulation period or if an officer subject to the guidelines falls below the guidelines at any time after the five-year period, the officer will receive 50% of the after-tax value of any earned bonuses under the Leadership Team Bonus Program paid in fully vested Logitech shares. After reaching the share ownership guidelines and then falling below the guidelines solely as a result of Logitech's stock price dropping or as a result of a change in the eligible shares definition, the officer will have until the later of the original five-year period or up to two years from falling below the guidelines to return to compliance. The guidelines will be adjusted to reflect any capital adjustments, and will be re-evaluated by the Compensation Committee from time to time. As of June 30, 2025, all of the executive officers and officers subject to the guidelines had either satisfied these ownership guidelines or had time remaining to do so.
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Certain Relationships and Related Transactions
Our Policies
It is our policy that all employees must not engage in any activities that could conflict with Logitech’s business interests, adversely affect its reputation, or interfere with the fulfillment of their job responsibilities, which must at all times be performed in the best interests of Logitech. Additionally, Logitech employees may not use their position with Logitech, or Logitech’s information or assets, for their personal gain or for the improper benefit of others. These policies are included in our Code of Conduct, which applies to our directors, executive officers and other employees. If, in a particular circumstance, the Board concludes that there is— or may be— a perceived conflict of interest, the Board will instruct our Legal Department to work with our relevant business units to determine if there is a conflict of interest. Any waivers to these conflict-of-interest rules concerning a director or executive officer require the prior approval of the Board. Additionally, any transaction that is a related party transaction under U.S. securities laws must be approved by the Audit Committee or another independent committee of the Board.
Nasdaq Rules and Swiss Best Corporate Governance Practices
Nasdaq rules defining “independent” director status also govern conflict-of-interest situations, as does the Swiss Code of Best Practice. As discussed above, the Board of Directors has determined that each of our directors and director nominees, except Ms. Faber, qualifies as “independent” in accordance with the Nasdaq rules. The Nasdaq rules include a series of objective tests that prohibit a director from being considered independent if the director has or has had certain employment, business, or family relationships with the company. The Nasdaq definition of independence requires the Board to review the relations between each independent director and the company on a subjective basis. Following this review, the Board has made a subjective determination for each independent director, concluding that no relationships exist which, in the opinion of the Board, could interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
With respect to the independence requirements under the Swiss Code of Best Practice, the Board of Directors has likewise determined that each of Logitech’s current directors, except Ms. Faber, qualifies as independent.
SEC Rules
In addition to Logitech, Nasdaq, and other policies and rules described above, the SEC has specific disclosure requirements covering certain types of transactions involving Logitech and a director, executive officer, persons, and entities affiliated with them.
Since April 1, 2024, we have not been a party to, and we have no plans to be a party to, any transaction or series of similar transactions in which the amount involved exceeds or will exceed USD 120,000 and in which any current director, director nominee, executive officer, holder of more than 5% of our shares, or any member of the immediate family of any of the foregoing, has or will have a direct or indirect material interest.
We have entered into indemnification agreements with each of our directors and executive officers. These agreements require us to indemnify our directors and officers to the fullest extent permitted by Swiss and California law.
None of the following persons have been indebted to Logitech or its subsidiaries at any time since the beginning of fiscal year 2025: any of our directors or executive officers; any nominee for election as a director; any member of the immediate family of any of our directors, executive officers or nominees for director; any corporation or organization of which any of our directors, executive officers or nominees is an executive officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities (excluding trade debt incurred in the ordinary course of business); and any trust or other estate in which any of the directors, executive officers or nominees for director has a substantial beneficial interest or for which such person serves as a trustee or in a similar capacity.
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Independent Auditors
Under Logitech’s Articles of Incorporation, the shareholders elect or re-elect the Company’s independent auditors each year at the Annual General Meeting.
Logitech’s independent auditors for fiscal year 2025 were KPMG AG, Zurich, Switzerland. KPMG AG assumed its first audit mandate for Logitech in fiscal year 2015. They were elected by the shareholders as Logitech’s auditors at the Annual General Meeting in December 2014 and re-elected at the subsequent Annual General Meetings from September 2015 to September 2024. For purposes of U.S. securities law reporting, KPMG LLP, San Francisco, California, served as the Company’s independent registered public accounting firm for fiscal year 2025. Together, KPMG AG and KPMG LLP are referred to as “KPMG.” As appointed by the Board, the Audit Committee is responsible for supervising the performance of the Company’s independent auditors, and recommending their election or replacement to the Board of Directors.
Representatives of KPMG were invited to attend all regular meetings of the Audit Committee. During fiscal year 2025, KPMG representatives attended all of the Audit Committee meetings. The Committee met separately eight times with representatives of KPMG in closed sessions during these meetings.
On a quarterly basis, KPMG reports on the findings of their audit and/or review work including their audit of Logitech’s internal control over financial reporting. These reports include their assessment of critical accounting policies and practices used, alternative treatments of financial information discussed with management, and other material written communication between them and management. At each quarterly Board meeting, the Audit Committee reports to the full Board on the substance of the Committee meetings during the quarter. On an annual basis, the Audit Committee approves KPMG’s audit plan and evaluates the performance of KPMG and its senior representatives in fulfilling its responsibilities. Moreover, the Audit Committee recommends to the Board the appointment or replacement of the independent auditors, subject to shareholder approval. The Audit Committee reviews the annual report provided by KPMG regarding their independence.
Audit and Non-Audit Fees
The following table sets forth the aggregate fees billed to us for the audit and other services provided by KPMG during the fiscal years ended March 31, 2025 and 2024 (in thousands):
| 2025 | 2024 | |
|---|---|---|
| Audit fees(1) | $4,577 | $4,074 |
| Audit-related fees(2) | — | 172 |
| Tax fees(3) | 308 | 276 |
| Total | $4,885 | $4,522 |
(1)Audit fees. This category includes fees for the audit of our financial statements in our Annual Report on Form 10-K, fees for the audit of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, fees for the review of the interim condensed financial statements in our Quarterly Reports on Form 10-Q, fees for the audit of our consolidated financial statements in connection with the Swiss SIX filing, and fees for audit services provided in connection with statutory and regulatory filings or other engagements.
(2)Audit-related fees. This category includes fees for due diligence services for mergers and acquisitions.
(3)Tax fees. This category includes fees related to tax compliance and tax consulting services.
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INDEPENDENT AUDITORS
Pre-Approval Procedures and Policies
The Audit Committee pre-approves all audit and non-audit services provided by KPMG. This pre-approval must occur before the auditors are engaged. Services that last longer than a year must be reapproved by the Audit Committee.
The Audit Committee can delegate pre-approval authority to a single independent member of the Audit Committee, subject to a set dollar amount. The delegate must communicate all services approved at the next scheduled Audit Committee meeting. The Chief Accounting Officer is responsible for ensuring that the work performed is within the scope and dollar limit as approved by the Audit Committee.
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Report of the Audit Committee
The Audit Committee is responsible for overseeing Logitech’s accounting and financial reporting processes and audits of Logitech’s financial statements. The Audit Committee acts solely in an oversight role and relies on the work and assurances of management, which has primary responsibility for Logitech’s financial statements and reports, Logitech’s internal auditors, as well as KPMG LLP, Logitech’s independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of Logitech’s audited financial statements with U.S. generally accepted accounting principles and on Logitech’s internal control effectiveness over financial reporting in accordance with the auditing standards of the Public Company Accounting Oversight Board.
The Board of Directors has adopted a written charter for the Audit Committee. A copy of the charter can be found on our website athttp://ir.logitech.com. To view the charter, select “Audit Committee Charter” under “Corporate Governance.”
The Audit Committee has reviewed and discussed our audited financial statements for the fiscal year ended March 31, 2025, with Logitech's management. In addition, the Audit Committee has also discussed with KPMG LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board.
The Audit Committee has also received and reviewed the written disclosures and the letter from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence, and has discussed with KPMG LLP their independence.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in Logitech’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025.
Submitted by the Audit Committee of the Board
Deborah Thomas, Chairperson
Marjorie Lao
Owen Mahoney
Sascha Zahnd
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Delinquent Section 16(a) Reports
Section 16 of the Exchange Act requires Logitech’s directors, executive officers, and any persons who own more than 10% of Logitech’s shares, to comply with obligations to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulations to furnish Logitech with copies of all Section 16(a) forms filed by them. As a matter of practice, Logitech's administrative staff assists our executive officers and directors in preparing their initial ownership reports and reporting ownership changes, and typically files these reports on their behalf.
We believe that all Section 16(a) filing requirements were satisfied in fiscal year 2025.
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Compensation Report for Fiscal Year 2025
This Compensation Report has been designed to comply with both the proxy statement disclosure rules under U.S. securities laws and Swiss regulations. For Swiss law purposes, this Compensation Report is supplemented by the "Compensation Tables Audited Under Swiss Law" prepared in compliance with Swiss corporate law. This Compensation Report is an integrated part of our Annual Report, Invitation, and Proxy Statement for our 2025 Annual General Meeting.
Compensation Discussion and Analysis
This Compensation Discussion and Analysis ("CD&A") is intended to assist our shareholders in understanding our executive compensation program by providing an overview of our executive compensation-related policies, practices, and decisions for fiscal year 2025. It also explains how we determined the material elements of compensation for our Chief Executive Officer ("CEO"), each individual who served as our Chief Financial Officer ("CFO") during the fiscal year, and our other executive officers (together with the CEO and CFO, our “Named Executive Officers” or "NEOs"). For fiscal year 2025, our NEOs were:
Johanna 'Hanneke' Faber, Chief Executive Officer;
Matteo Anversa, Chief Financial Officer;
Prakash Arunkundrum, President of Logitech for Business;
Samantha Harnett, Chief Legal Officer;
Charles Boynton, former Chief Financial Officer; and
Meeta Sunderwala, former Interim Chief Financial Officer.
Mr. Boynton resigned from his position as CFO effective May 17, 2024 to pursue another opportunity and Ms. Sunderwala was appointed as the Interim CFO effective June 12, 2024 and served in this role until Mr. Anversa was appointed as the CFO effective September 1, 2024.
Executive Summary
The Compensation Committee believes the design of our executive compensation program has met and will continue to meet our goal of providing our executives with market-competitive compensation packages that provide for above-market rewards when Logitech outperforms both our internal goals and the overall market, and limited rewards when Logitech’s performance does not meet these objectives. Overall, our Compensation Committee has developed an executive compensation program that it trusts provides an incentive to drive the Company’s performance and reward both our shareholders and our executives.
Fiscal Year 2025 Business Highlights
Fiscal year 2025 was a year of outstanding results for Logitech. We delivered strong, profitable growth driven by progress against our strategic priorities:
Our total sales for fiscal year 2025 increased 6% year-over-year, primarily driven by an increase in sales of Gaming, Keyboards & Combos, Pointing Devices, and Tablet Accessories, due to improved demand.
Compared to fiscal year 2024, gross margin for fiscal year 2025 increased by 170 basis points to 43.1%, primarily driven by lower product costs, partially offset by higher promotional spending.
We continued to generate a very healthy amount of cash. We generated approximately $840M of cash from operations in fiscal year 2025, more than 1x operating income; and returned approximately $800M to shareholders in the form of dividends and share repurchases.
Please see "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report for a more detailed discussion of our fiscal year 2025 financial results.
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The graph below shows our TSR and cash returned to shareholders:
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.
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Maintained All Previous Annual Bonus Plan Metrics to Ensure Alignment with Key Value Drivers of our Business: To ensure our NEOs remained focused on critical priorities in fiscal year 2025, including revenue growth, effective cost management, and increased profitability, we maintained the metrics and relative weightings in our Annual Bonus Plan consistent with the framework used in the prior fiscal years.
Bonus Outcome Consistent with Company Performance: Our corporate achievement relative to target was 190%, delivered by strong, profitable growth driven by progress against our performance metrics of revenue in constant currency, non-GAAP operating income and ESG scorecard metrics.
Maintained our Design of Performance-based Equity Incentive Awards: We upheld our approach to use multiple metrics for our performance-based equity incentive awards by incorporating non-GAAP operating income as a distinct primary metric, weighted equally with revenue growth, to more effectively align with our strategic priorities.
No Fiscal Year 2023-2025 PSUs Earned: Our PSUs for fiscal year 2023-2025 did not meet the minimum performance targets, primarily due to negative revenue growth during the performance period, and thus did not vest.
Detailed information on the fiscal year 2025 compensation actions and outcomes for our NEOs is provided in the table below. The PSU awards granted to our NEOs in fiscal year 2025 will vest only upon satisfaction of performance conditions.
| 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 |
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-
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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
We strive to maintain sound executive compensation policies and practices, including compensation-related corporate governance standards, consistent with our executive compensation philosophy. We have implemented the following executive compensation policies and practices, which are designed to drive performance while discouraging or limiting actions that we believe do not align with the long-term interests of our shareholders.
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What We Do
| 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. |
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What We Do Not Do
| 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 Approval of Pay
As required under the U.S. securities laws, Logitech provides our shareholders the opportunity to cast say-on-pay advisory votes on executive compensation on an annual basis ("Say-on-Pay"), as reflected in "Proposal 2 – Advisory Vote to Approve NEOs Compensation for Fiscal Year 2025." We remain committed to providing clear and thorough disclosure on our executive compensation practices and actions, and our Compensation Committee will continue to carefully consider the voting results as well as the feedback received through our regular shareholder outreach and engagement process.
Beginning in 2015, in compliance with applicable Swiss law, we implemented annual binding shareholder votes on the maximum aggregate compensation amounts for our Board of Directors and for our Group Management Team consistent with the compensation structure that shareholders approved in amendments to our Articles of Incorporation at our 2014 Annual General Meeting.
At our 2023 Annual General Meeting, shareholders approved the following maximum aggregate amounts of compensation for the Group Management Team and for the Board of Directors. A comparison of the approved maximum amounts and actual compensation paid is detailed below:
| Period | Approved Maximum Aggregate Compensation | Actual Aggregate Compensation | |
| Group Management Team (1) | Fiscal year 2025 | USD26,700,000 | USD24,736,153 |
|---|---|---|---|
| Board of Directors | 2023-2024 Board Year | CHF3,700,000 | CHF3,463,869 |
(1)Approved maximum aggregate compensation amount based on four Group Management Team members; note that our former Interim CFO, Ms. Sunderwala, as the Interim CFO was not appointed to Group Management Team and is therefore excluded from the amounts above.
At our 2024 Annual General Meeting, 79.90% of the votes cast on our annual Say-on-Pay proposal supported the compensation of our NEOs for fiscal year 2024, 81.66% approved the maximum aggregate amount of compensation of our Group Management Team for fiscal year 2026 and 94.93% approved the maximum aggregate amount of compensation for the Board of Directors for the 2024 to 2025 Board Year.
Shareholder Engagement
Logitech values the input and insights of our shareholders and is committed to meaningful and ongoing engagement with our investors. As a result, we engage in year-round outreach to discuss topics that are important to our shareholders, listen to their expectations, and share our insights. During these discussions, we seek to provide transparency and clarity into our business, performance, governance and compensation practices.
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In fiscal year 2025, we engaged in direct outreach and discussions with our top 20 shareholders representing approximately 50% of our outstanding shares. Of the top 20 shareholders, six shareholders requested meetings that included our Chairperson of the Board of Directors, Chairperson of the Compensation Committee, and other members of the Board; note that attendees varied from one meeting to another. Key topics of focus for these meetings covered a wide range of subjects, including our executive compensation program. With respect to compensation in particular, these engagements have focused on understanding shareholder concerns with our compensation program, as evidenced by the lower than usual level of support for the “say-on-pay” proposal at the 2024 Annual General Meeting and obtaining actionable feedback for the Compensation Committee to consider in making future decisions affecting executive compensation.
For feedback on our executive compensation program, the Compensation Committee will continue to balance the feedback received in the context of Logitech's performance, the U.S. market peer group compensation and global best practices. In prior years, the Compensation Committee has taken tangible actions in response to shareholder feedback:
| 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. |
Logitech will remain committed to its shareholder engagement efforts to evolve our executive compensation program and corporate governance practices to best meet the needs of Logitech and our shareholders.
For more information regarding our annual Say-on-Pay proposal for fiscal year 2025 and our binding votes on aggregate compensation, see "Proposal 2 – Advisory Vote to Approve Named Executive Officers Compensation for Fiscal Year 2025," "Proposal 11 – Approval of Compensation for the Board of Directors for the 2025 to 2026 Board Year" and "Proposal 12 – Approval of Compensation for the Group Management Team for Fiscal Year 2027."
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Compensation Philosophy and Guiding Principles
We have designed our executive compensation program to:
provide compensation sufficient to attract and retain the level of talent needed to create and manage an innovative, high-growth, global company in highly competitive and rapidly evolving markets;
support a performance-oriented culture;
place most of the total compensation at risk based on the Company’s performance, while maintaining controls over inappropriate risk-taking by factoring in both annual and long-term performance;
provide a balance between short-term and long-term objectives and results;
align executive compensation with shareholders’ interests by tying a significant portion of compensation to increasing share value; and
reflect the executive’s role and past performance through base salary and short-term cash incentives, and his or her potential for future contribution through long-term equity incentive awards.
However, while compensation is a central part of attracting, retaining, and motivating the best executives and employees, we believe it is not the sole factor driving exceptional talent to join and remain at Logitech or their commitment to delivering strong results for our shareholders and other stakeholders. Both the Compensation Committee and management recognize that fostering a supportive work environment, offering opportunities for personal and professional growth, and empowering individuals to realize their potential and making meaningful contributions are equally important to Logitech’s success in attracting, motivating, and retaining high-caliber talent.
The Compensation Committee regularly reviews and evaluates market trends, industry practices, and the use of various compensation vehicles, making adjustments to our executive compensation program as necessary or appropriate. In designing and implementing the various elements of our executive compensation program, the Compensation Committee takes into account factors such as market practices, industry standards, tax efficiency, and the program's impact on Logitech's financial condition. While the Compensation Committee considers all of these factors in its deliberations, it places no formal weighting on any one factor.
Additionally, the Compensation Committee evaluates our compensation philosophy and program objectives annually, or more frequently as needed based on evolving circumstances.
Compensation-Setting Process
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 athttp://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.
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Before the beginning of each fiscal year, the Compensation Committee conducts a comprehensive review of Logitech's executive compensation program to ensure that its components, actions, and decisions (i) are well-coordinated, (ii) align with our vision, mission, values, and strategic priorities, (iii) provide appropriate short-term and long-term incentives for our NEOs, (iv) fulfill their intended objectives, and (v) remain competitive with compensation offered to executives in similar roles at peer companies. Based on this evaluation, the Compensation Committee implements any necessary adjustments to existing plans and arrangements or introduces new plans or arrangements to maintain an effective and competitive compensation framework.
The Compensation Committee also conducts an annual review of our executive compensation strategy to ensure alignment with the Company's strategic priorities and achievement of our desired objectives. Additionally, the Compensation Committee evaluates market trends and changes in competitive compensation practices, as further described below.
The factors considered by the Compensation Committee in determining the compensation of our NEOs for fiscal year 2025 included:
Each individual NEO’s performance and contribution to building a high-performing leadership team;
Each individual NEO’s skills, experience, qualifications and marketability;
The Company’s performance against financial goals and objectives;
The Company’s performance relative to both industry competitors and its compensation peer group;
The positioning of the amount of each NEO’s compensation in a ranking of peer compensation;
Compensation practices at peer companies;
Alignment of executive compensation with shareholder interests;
The unique considerations of operating as a dual-listed Swiss and U.S. multinational technology company;
Efforts to maintain a diverse and inclusive environment that drives competitive advantage through varied perspectives; and
Recommendations from the CEO (except with respect to the CEO's own compensation) as further described below.
The Compensation Committee does not use a predetermined formula or assign specific weight to any one factor when making executive compensation decisions. Instead, the Compensation Committee members considered their individual experience, knowledge of the Company, understanding of each NEO, awareness of the competitive market, and overall business judgment to guide their decisions regarding executive compensation and the executive compensation program.
As part of this process, our Chairperson of the Board of Directors works closely with the Compensation Committee in determining the compensation of our CEO. Each year, the non-employee members of the Board of Directors evaluate the performance of our CEO, which the Compensation Committee considers when making decisions about base salary adjustments, target annual cash bonus opportunities, actual cash bonus payments, and long-term incentives in the form of equity awards. To ensure impartiality, none of our NEOs is present during deliberations related to their own compensation.
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
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equity awards for each of our non-CEO NEOs based on our results, the individual non-CEO NEO's contribution to these results, and the non-CEO NEO's performance toward achieving the non-CEO NEO's individual performance goals. The Compensation Committee then reviews these recommendations and makes decisions as to the target total direct compensation of each non-CEO NEO, as well as each individual compensation element.
While the Compensation Committee considers our CEO’s recommendations, as well as the competitive market analysis provided by external compensation consultants, these recommendations and market data serve as only two of several factors in making its decisions with respect to the compensation of our non-CEO NEOs. Ultimately, the Compensation Committee applies its own business judgment and experience to determine the individual compensation elements and amounts. Importantly, no NEOs participate in the determination of the amounts or elements of their own compensation.
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.
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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:
| 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. |
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:
| 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. |
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:
| (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% |
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.
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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 Elements
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:
| 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 yearsBecause 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 valueVesting 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 income10% 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 |
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.
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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:
| Named Executive Officer | Fiscal Year 2025 Base Salary | Fiscal Year 2024 Base Salary | Percentage Adjustment |
|---|---|---|---|
| Johanna 'Hanneke' Faber, Chief Executive Officer | $1,350,000 | $1,350,000 | —% |
| Matteo Anversa, Chief Financial Officer(1) | $700,000 | n/a | n/a |
| Prakash Arunkundrum, President of Logitech for Business | $605,000 | $575,000 | 5% |
| Samantha Harnett, Chief Legal Officer | $550,000 | $550,000 | —% |
| Charles Boynton, former Chief Financial Officer(2) | $600,000 | $600,000 | —% |
| Meeta Sunderwala, former Interim Chief Financial Officer(3) | $600,000 | n/a | n/a |
(1)Mr. Anversa was appointed as Chief Financial Officer and member of the Group Management Team effective September 1, 2024.
(2)Mr. Boynton resigned from his position as Chief Financial Officer and member of the Group Management Team effective May 17, 2024.
(3)Ms. Sunderwala was appointed as the Interim Chief Financial Officer on June 12, 2024 and served in this role until Mr. Anversa was appointed as the Chief Financial Officer effective September 1, 2024.
The actual base salaries of our NEOs during fiscal year 2025 are set forth in the “Summary Compensation Table for Fiscal Year 2025” below.
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.
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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.
| 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 |
(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.
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For purposes of the Annual Bonus Plan, the corporate performance measures and their weightings were to be calculated as follows:
| 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. |
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:
| 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% | ||||
- Revenue in constant currency is calculated based on the fiscal year planning rates as opposed to the reported fiscal year revenue.
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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:
| 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% |
(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
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.
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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:
| 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 |
(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:
| PRIMARY METRIC50% three-year average revenue growth measured in constant currency 50% three-year non-GAAP operating income (cumulative) | MODIFIERLogitech'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. |
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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.
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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.
| 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%) | —% | |||
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.
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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:
| 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% | ||
| 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% |
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.
Welfare and Health Benefits
We maintain a tax-qualified retirement plan under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”), for our employees in the U.S., including our NEOs, that provides them with an opportunity to save for retirement on a tax-advantaged basis. We intend for this plan to qualify under Sections 401(a) and 501(a) of the Code so that contributions by employees to the plan, and income earned on plan contributions, are not taxable to employees until distributed from the plan. In addition, all contributions are deductible by us when made.
All participants’ interests in their deferrals are 100% vested when contributed under the plan. In fiscal year 2025, we made matching contributions into the Section 401(k) plan for our employees, including our NEOs. Under the plan, pre-tax contributions are allocated to each participant’s individual account and then invested in selected investment alternatives according to the participants’ directions. We also contribute to the Swiss pension plan for our Swiss employees and contribute on the same terms for any Swiss executive officers.
In addition, we generally provide other benefits to our NEOs on the same basis as all of our full-time employees. These benefits include health, dental and vision benefits, health and dependent care flexible spending accounts, wellness programs, short-term and long-term disability insurance, accidental death and dismemberment insurance, and basic life insurance coverage. The Company provides additional medical coverage to the CEO, with premiums for this coverage disclosed as a perquisite in the table entitled “All Other Compensation” below. We provide vacation and other paid holidays to all employees, including our NEOs. We also offer our employees the opportunity to participate in the Logitech Employee Share Purchase Plans.
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We design our employee benefits programs to be affordable and competitive in relation to the market, as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based on regular monitoring of applicable laws and practices, the competitive market and our employees’ needs.
Deferred Compensation Plan
Eligible employees, including our NEOs based in the U.S., may also participate in the Logitech Inc. Deferred Compensation Plan, which is an unfunded and unsecured plan that allows select management employees of Logitech Inc. and Logitech subsidiaries in the U.S., who earn more than a threshold amount the opportunity to defer the receipt of up to 80% of their base salary and up to 90% of their bonus or commission compensation.
Under the plan, compensation may be deferred until termination of employment or other specified dates chosen by the participants, and deferred amounts are credited with earnings based on investment benchmarks chosen by the participants from a number of mutual funds selected by Logitech Inc.’s 401(k) and Deferred Compensation Committee. The earnings credited to the participants are intended to be funded solely by the plan investments. Logitech does not make contributions to this plan. Information regarding NEO participation in the deferred compensation plans can be found in the “Non-Qualified Deferred Compensation Table for Fiscal Year 2025” below.
Because the NEOs do not receive preferential or above-market rates of return under the deferred compensation plan, earnings under the plan are not included in the "Summary Compensation Table for Fiscal Year 2025" below, but are included in the “Non-Qualified Deferred Compensation Table for Fiscal Year 2025” below.
Perquisites and Other Personal Benefits
Currently, we do not view perquisites or other personal benefits as a significant component of our executive compensation program. Accordingly, Logitech’s executive officer benefit programs are substantially the same as for all other similarly situated employees. All future practices with respect to perquisites or other personal benefits will be approved and subject to periodic review by the Compensation Committee.
Employment Arrangements
We have extended written employment agreements or offer letters or both to each of our NEOs. Each of these arrangements was approved by our Board of Directors or the Compensation Committee, as applicable. We believe that these arrangements were appropriate to induce these individuals to forego other employment opportunities or leave their current employer for the uncertainty of a demanding position in a new and unfamiliar organization.
In filling these executive positions, our Board of Directors or the Compensation Committee, as applicable, was aware that it would be necessary to recruit or retain candidates with the requisite experience and skills to manage a growing business in a dynamic environment.
Accordingly, it recognized that it would need to develop competitive compensation packages to attract or retain qualified candidates in a highly competitive labor market. At the same time, our Board of Directors or the Compensation Committee, as applicable, was sensitive to the need to integrate new NEOs into the executive compensation structure that it was seeking to develop, balancing both competitive and internal equity considerations.
Each of these employment arrangements provides for “at will” employment and sets forth the initial compensation arrangements for the NEO, including an initial base salary, a target annual cash bonus opportunity, and, in some instances, a recommendation for an equity award.
Post-Employment Compensation
In 2015, to comply with applicable Swiss regulations, we eliminated all change in control and severance arrangements with our executive officers, including all our NEOs. However, the Company continues to provide “double trigger” change in control equity vesting acceleration arrangements in the equity award agreements.
The purpose of the change in control provisions in equity award agreements is to support retention in the event of a prospective change in control. The RSU and PSU award agreements for our NEOs generally provide for the acceleration of vesting of the service-based RSUs and PSUs subject to the award agreements if the NEO is subject to an involuntary termination within 12 months after a change in control because his or her employment is terminated without cause or the executive resigns for good reason (a “double trigger”).
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In the event of a change in control:
At the time of the change in control, prior to the involuntary termination, the PSU would be converted into service-based RSUs that would continue to vest for the duration of the original vesting period with the number of shares based on the attainment of actual performance as determined by the Compensation Committee.
In the event of an involuntary termination within 12 months after a change in control:
The vesting of service-based RSUs originally subject to service-based vesting would accelerate in full.
The vesting of converted PSUs would accelerate such that the NEO would receive a prorated number of shares based on his or her length of service during the performance period.
To determine the level of acceleration of equity awards that may be provided in connection with a change in control, the Compensation Committee considered the requirements of applicable Swiss regulations, the impact on shareholders, and market practices.
Logitech does not provide any payments to reimburse its NEOs for additional taxes incurred (also known as “gross-ups”) in connection with a change in control.
For a summary of the post-employment compensation arrangements with our NEOs, see “Payments upon Termination or Change in Control” below.
Other Compensation Policies
Stock Ownership Policy
We believe that stock ownership by our members of the Board of Directors, NEOs and other executive officers is important to link the risks and rewards inherent in stock ownership of these individuals and our shareholders. The Compensation Committee has adopted a stock ownership policy that requires our NEOs and other Executive Officers to own a minimum number of our registered shares. These mandatory ownership levels are intended to create a clear standard that ties a portion of these individuals’ net worth to the performance of our stock price. The current ownership levels are as follows:
| Named Executive Officer | Minimum Required Level of Stock Ownership |
|---|---|
| Chief Executive Officer | 5x Base Salary |
| Chief Financial Officer | 3x Base Salary |
| Other Executive Officers | 2x Base Salary |
Equity interests that count toward the satisfaction of the ownership guidelines include only shares owned outright by the NEOs and other executive officer. Newly hired or promoted NEOs or other executive officers have five years from the date of the commencement of their appointment to attain these ownership levels. The CEO must hold 100% of his or her after-tax shares resulting from equity incentive awards until the guidelines are reached, and all other NEOs and other executive officers must hold at least 50% of the after-tax shares resulting from equity incentive awards until the guidelines are reached. If a NEO or other executive officer does not meet the applicable guideline by the end of the five-year accumulation period or falls below the guideline at any time after the five-year period, the NEO or other executive officer will have 50% of the after-tax value of any earned bonuses under the Management Performance Bonus Plan paid in fully vested Logitech shares. After reaching the stock ownership guidelines and then falling below the guideline solely as a result of Logitech's stock price dropping, the NEO or other executive officer will have until the later of the original five-year period or up to two years from falling below the guidelines to return to compliance with the guidelines. Our NEOs and our other executive officers have either currently satisfied their required stock ownership level or have remaining time to achieve the required levels of ownership.
Additionally, we have instituted stock ownership guidelines for our non-employee directors. For information regarding these guidelines, see the section entitled “Security Ownership" and "Share Ownership Guidelines” above.
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Compensation Recovery Policy
Effective October 2023, the Compensation Committee adopted a policy regarding the recovery of erroneously awarded incentive-based compensation paid to our Section 16 executive officers (the "Clawback Policy") to comply with the final provisions of the Dodd-Frank Act, as implemented by the SEC and the Nasdaq Listing Standards. The Clawback Policy is triggered in the event of an accounting restatement due to the material non-compliance of Logitech with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, whether or not due to misconduct by the officer in question or any other person. Under the terms of the Clawback Policy, we are required to recover incentive-based compensation erroneously awarded to current or former Section 16 officers during the three completed fiscal years immediately preceding the year in which we are required to prepare an accounting restatement due to material non-compliance with financial reporting requirements. The amount to be recovered equals the amount by which the incentive-based compensation for the year in question exceeds the amount that would have been awarded had the financial statements originally been filed as restated.
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.
Derivatives Trading, Hedging, and Pledging Policies
We have adopted a policy prohibiting our employees, including our NEOs and members of our Board of Directors, from speculating in our equity securities, including the use of short sales, “sales against the box” or any equivalent transaction involving our equity securities. In addition, they may not engage in any other hedging transactions, such as “cashless” collars, forward sales, equity swaps and other similar or related arrangements, with respect to the securities that they hold. Finally, no employees, including NEOs and members of our Board of Directors, may acquire, sell, or trade in any interest or position relating to the future price of our equity securities.
We also have adopted a policy prohibiting the pledging of our securities by our employees, including our NEOs and members of our Board of Directors.
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Tax and Accounting Considerations
Accounting and Tax Treatment of Executive Compensation
The accounting and tax treatment of the various elements of our executive compensation program are a relevant consideration in its design.
However, the Company and the Compensation Committee have placed a higher priority on structuring flexible compensation programs to promote the recruitment, retention, and performance of our officers than on maximizing tax deductibility. Section 162(m) of the Code, as amended (the “Tax Code”), places a limit of $1 million on the amount of compensation that Logitech may deduct in any one year with respect to certain NEOs. The Tax Cuts and Jobs Act (the “Tax Act”) enacted on December 22, 2017, significantly modified Section 162(m) of the Tax Code. The Tax Act eliminated the “qualified performance-based compensation” exception to the deductibility limitation under Section 162(m) of the Tax Code for years commencing after December 31, 2017. Regardless, we intend to maintain an approach to executive compensation that strongly links pay to performance.
In addition to considering the tax consequences, the Compensation Committee considers the accounting consequences, including the impact of the Financial Accounting Standard Board’s Accounting Standards Codification Section 718, Compensation - Stock Compensation ("ASC 718"), on its decisions in determining the forms of different equity awards.
Compensation Risk Assessment
The Compensation Committee conducts an annual review of Logitech’s compensation programs, with the assistance of Compensia, our compensation consultants, Head of People & Culture, and compensation department, to assess the risks associated with their design and associated risk controls. The Compensation Committee reviews in particular the following compensation plans and associated practices:
Equity awards granted under the 2006 Stock Incentive Plan.
Management Performance Bonus Plan.
Bonus Plan.
Sales Compensation Plans.
Change in Control Protections.
Similar to past years, based on its March 2025 review, the Compensation Committee has concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.
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Report of the Compensation Committee
The Logitech Compensation Committee, which is composed solely of independent members of the Logitech Board of Directors, assists the Board of Directors in fulfilling its responsibilities with regard to compensation matters. The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” section of this Compensation Report with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the "Compensation Discussion and Analysis" for inclusion in Logitech’s 2025 Invitation and Proxy Statement and Annual Report.
Compensation Committee
Kwok Wang Ng, Chairperson
Donald Allan
Neela Montgomery
Deborah Thomas
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Summary Compensation Table for Fiscal Year 2025
The following table provides information regarding the compensation and benefits earned during fiscal years 2025, 2024, and 2023 by our NEOs. The amounts reflected below may not reconcile to the amounts set forth in the Compensation Tables Audited Under Swiss Law due to different legal disclosure requirements. For more information, please refer to the “Compensation Discussion and Analysis,” as well as the “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table.”
| 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 | |||||
(1)These amounts do not represent the actual economic value realized by the NEOs. Under SEC rules, the values reported in the “Stock Awards” column reflect the aggregate grant date fair value of stock awards granted to each of the listed NEOs in the fiscal years shown. 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.
The amount shown includes an aggregate grant date fair value of the shares issuable for PSUs at probable achievement. Assuming the highest level of performance is achieved, the maximum possible value of the PSUs based on the grant date fair value of the PSUs would be:
For fiscal year 2025: (a) in the case of Ms. Faber, $9,526,564; (b) in the case of Mr. Anversa $5,417,012; (c) in the case of Mr. Arunkundrum, $4,283,633; (d) in the case of Ms. Harnett, $3,391,209; and (e) in the case of Ms. Sunderwala, $1,250,523.
For fiscal year 2024: (a) in the case of Mr. Boynton $7,365,802; (b) in the case of Mr. Arunkundrum, $5,866,021; and (c) in the case of Ms. Harnett, $4,946,112.
For fiscal year 2023: (a) in the case of Mr. Arunkundrum, $3,237,656; and (b) in the case of Ms. Harnett, $3,237,656.
(2)Reflects amounts earned under the Annual Bonus Plan. This cash bonus compensation was earned during the applicable fiscal year but was paid during the next fiscal year in accordance with the terms of the Annual Bonus Plan.
(3)Details regarding the various amounts included in this column are provided in the following table entitled “All Other Compensation Table.”
(4)Salary reflects prorated base salary amount based on the length of service as CEO in fiscal year 2024. Bonus and Stock Awards represents a replacement amount and replacement award that Ms. Faber received in fiscal year 2024 with respect to compensation that she forfeited from her prior employer.
(5)Salary reflects prorated base salary amount based on the length of service as CFO. Bonus and Stock Awards includes the Replacement Amount and Replacement Award that Mr. Anversa received with respect to compensation that he forfeited from his prior employer.
(6)Mr. Boynton resigned effective May 17, 2024 and, as a result, his entire equity awards were forfeited at termination.
(7)Stock Awards reflects Ms. Sunderwala's annual award of RSUs and PSUs in her role as Chief Accounting Officer.
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ALL OTHER COMPENSATION TABLE
| Name and Principal Position · Fiscal Year · 401(k)($)(1) · Group Term LifeInsurance and Long Term Disability Insurance ($) · Other ($)(2) · Total ($) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Johanna 'Hanneke' Faber(3)Chief Executive Officer | 2025 | 20,850 | 2,782 | 618,060 | 641,692 | |||
| 2024 | — | 99,312 | 220,994 | 320,306 | ||||
| Matteo AnversaChief Financial Officer | 2025 | 5,654 | 1,492 | — | 7,146 | |||
| Prakash Arunkundrum | 2025 | 11,075 | 2,891 | 500 | 14,466 | |||
| President of Logitech for Business | 2024 | 9,904 | 3,635 | 82,933 | 96,472 | |||
| 2023 | 9,734 | 3,385 | — | 13,119 | ||||
| Samantha Harnett | 2025 | 10,879 | 2,733 | 250 | 13,862 | |||
| Chief Legal Officer | 2024 | 9,539 | 3,529 | 63,462 | 76,530 | |||
| 2023 | 9,943 | 3,369 | — | 13,312 | ||||
| Charles Boynton | 2025 | 6,404 | 454 | 500 | 7,358 | |||
| former Chief Financial Officer | 2024 | 11,215 | 3,761 | 4,423 | 19,399 | |||
| 2023 | 2,631 | 447 | — | 3,078 | ||||
| Meeta Sunderwalaformer Interim Chief Financial Officer | 2025 | 11,483 | 2,245 | — | 13,728 | |||
(1)Represents 401(k) savings plan matching contributions, which are available to all of our regular employees who are on our U.S. payroll.
(2)Represents apayout of accrued and unused paid time off, relocation assistance, relocation allowance, defined benefit pension employer contributions, and awellness reimbursement, which is available to all of our regular employees globally.
(3)For fiscal year 2025, this amount represents: (i) relocation and travel related expenses in the amount of $556,256; (ii) Logitech's contributions to the Swiss statutory pension plan in the amount of $31,886, all contributions made to the Swiss statutory pension plan are made in accordance with legal requirements and is available to all our Swiss employees; (iii) accrued and unused paid time off in the amount of $29,746; (iv) Logitech's contributions to Ms. Faber's account under the 401(k) plan in the amount of $20,850; and (v) Logitech's contributions to Ms. Faber's group life insurance and long term disability in the amount of $2,782 .
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Grants of Plan-Based Awards Table for Fiscal Year 2025
The following table sets forth certain information regarding grants of plan-based awards to each of our NEOs during fiscal year 2025. For more information, please refer to the “Compensation Discussion and Analysis.”
| Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) · Estimated Future Payouts Under Equity Incentive Plan Awards(1,2) · Grant Date Fair Value($)(5) | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Principal Position · Type · Grant Date (M/D/Y) · Threshold($)(3) · Target($)(3) · Maximum($)(3) · Actual($)(4) · Threshold(#) · Target(#) · Maximum(#) | ||||||||||||||||||
| Johanna 'Hanneke' Faber | PSU | 4/15/24 | — | — | — | — | — | 63,249 | 126,498 | 5,337,583 | ||||||||
| Chief Executive Officer | Cash Incentive | n/a | 843,750 | 1,687,500 | 3,375,000 | 3,206,250 | — | — | — | — | ||||||||
| Matteo Anversa | PSU | 10/15/24 | — | — | — | — | — | 33,393 | 66,786 | 3,000,027 | ||||||||
| Chief Financial Officer | RSU | 10/15/24 | — | — | — | — | n/a | 10,833 | n/a | 929,679 | ||||||||
| Cash Incentive(6) | n/a | 192,740 | 385,481 | 770,962 | 732,413 | — | — | — | — | |||||||||
| Prakash Arunkundrum | PSU | 04/15/24 | — | — | — | — | 28,440 | 56,880 | 2,400,052 | |||||||||
| President for Logitech for Business | Cash Incentive | n/a | 242,000 | 484,000 | 968,000 | 919,600 | — | — | — | — | ||||||||
| Samantha Harnett | PSU | 4/15/24 | — | — | — | — | 22,515 | 45,030 | 1,900,041 | |||||||||
| Chief Legal Officer | Cash Incentive | n/a | 220,000 | 440,000 | 880,000 | 841,500 | — | — | — | — | ||||||||
| Meeta Sunderwala | PSU | 6/15/24 | — | — | — | — | — | 6,683 | 13,366 | 714,413 | ||||||||
| Interim Chief Financial Officer | RSU | 6/15/24 | — | — | — | — | — | 4,455 | n/a | 427,291 | ||||||||
| Cash Incentive(6) | n/a | 129,778 | 259,556 | 519,112 | 506,135 | — | — | — | — | |||||||||
(1)Mr. Boynton resigned on May 17, 2024 and, as a result, was not eligible for an annual bonus or equity award.
(2)All NEOs received only PSUs during fiscal year 2025 except for Mr. Anversa and Ms. Sunderwala. Mr. Anversa received a Replacement Award of RSUs during fiscal year 2025 with respect to certain compensation that he forfeited from his prior employer. Ms. Sunderwala receives an annual award of RSUs in her role as Chief Accounting Officer.
(3)The amounts in these columns reflect potential payouts with respect to each applicable performance period for the fiscal year 2025 bonus programs under the Annual Bonus Plan described in “Compensation Discussion and Analysis” above.
(4)The amounts in this column reflect actual payouts with respect to the applicable performance period for the fiscal year 2025 bonus program under the Annual Bonus Plan. The actual payout amounts are reflected in the "Non-Equity Incentive Plan Compensation" column of the "Summary Compensation Table for Fiscal Year 2025" above.
(5)These amounts do not represent the actual economic value realized by the NEOs. Under SEC rules, these amounts reflect the aggregate grant date fair value of stock awards granted to each of the listed NEOs. 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.
(6)Reflects a prorated bonus amount based on the length of service of Mr. Anversa as CFO and a higher bonus based on the length of service of Ms. Sunderwala as the Interim CFO, plus her annual bonus opportunity as Chief Accounting Officer for the remainder of the year.
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Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table
Employment Agreements
We have entered into employment agreements with each of our NEOs. The employment agreements generally provide that the compensation of the NEO is subject to the sole discretion of the Compensation Committee or the Board of Directors. The compensation earned by the NEOs in fiscal year 2025, other than the Replacement Amount the Replacement Award granted to our CFO with respect to certain compensation that he forfeited from his prior employer, was not the result of any terms of their employment agreements.
Performance-Based Vesting Conditions
Please refer to “Compensation Discussion and Analysis—Compensation Elements—Annual Cash Bonuses” for a discussion of the performance measures applicable to the Annual Bonus Plan during fiscal year 2025. In addition, please refer to “Compensation Discussion and Analysis—Compensation Elements—Long-Term Equity Incentive Awards” for a discussion of performance measures under the PSUs granted to NEOs during fiscal year 2025.
Compensation Mix
Please refer to “Compensation Discussion and Analysis—Executive Compensation Highlights—Emphasis on Performance-Based Compensation” for an explanation of the amount of salary, bonus and long-term incentives in proportion to total compensation for our NEOs during fiscal year 2025.
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Outstanding Equity Awards at Fiscal Year 2025 Year-End Table
The following table provides information regarding outstanding equity awards for each of our NEOs as of March 31, 2025. This table includes unexercised stock options, unvested PSUs, and unvested service-based RSUs.
The market value for stock options is calculated by taking the difference between the closing price of Logitech shares on the Nasdaq Global Select Market on the last trading day of the fiscal year ($84.41 on March 31, 2025) and the option exercise price, and multiplying it by the number of outstanding options. The market value for stock awards (service-based RSUs and PSUs at target) is determined by multiplying the number of shares subject to such awards by the closing price of Logitech shares on the Nasdaq Global Select Market on the last trading day of the fiscal year.
| Option Awards · Stock Awards | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name and Principal Position · Grant Date(M/D/Y) · Number ofSecuritiesUnderlyingUnexercised Options(#)Exercisable · Option Exercise Price ($)Share · Option Exercise Date (M/D/Y) · Market Valueof Unexercised Options ($) · Number of Shares or Units of Stock That Have Not Vested (#) · Market Value of Shares or Units of Stock That Have Not Vested ($) · Equity Incentive Plan Awards:Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) · Equity Incentive Plan Awards:Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | |||||||||||||||||
| Johanna 'Hanneke' Faber | 12/15/23 | — | — | n/a | — | 13,777 | (2) | 1,162,917 | — | — | |||||||
| Chef Executive Officer | 04/15/24 | — | — | n/a | — | — | — | 63,249 | 5,338,848 | ||||||||
| Total | — | — | — | 13,777 | 1,162,917 | 63,249 | 5,338,848 | ||||||||||
| Matteo Anversa | 10/15/24 | — | — | n/a | — | 10,833 | (3) | 914,414 | 33,393 | 2,818,703 | |||||||
| Chief Financial Officer | |||||||||||||||||
| Prakash Arunkundrum | 03/15/19 | 38,692 | (4) | 38.65 | 3/15/2029 | 1,770,546 | — | — | — | — | |||||||
| President of Logitech for Business | 04/15/22 | — | — | n/a | — | — | — | 23,209 | 1,959,072 | ||||||||
| 05/15/23 | — | — | n/a | — | — | — | 28,744 | 2,426,281 | |||||||||
| 08/15/23 | — | — | n/a | — | — | — | 9,148 | 772,183 | |||||||||
| 04/15/24 | — | — | n/a | — | — | — | 28,440 | 2,400,620 | |||||||||
| Total | 38,692 | 38.65 | 1,770,546 | — | — | 89,541 | 7,558,156 | ||||||||||
| Samantha Harnett | 04/15/22 | — | — | n/a | — | — | — | 23,209 | 1,959,072 | ||||||||
| Chief Legal Officer | 05/15/23 | — | — | n/a | — | — | — | 24,432 | 2,062,305 | ||||||||
| 08/15/23 | — | — | n/a | — | — | — | 7,623 | 643,457 | |||||||||
| 04/15/24 | — | — | n/a | — | — | — | 22,515 | 1,900,491 | |||||||||
| Total | — | — | — | — | — | 77,779 | 6,565,325 | ||||||||||
| Charles Boynton(5) | n/a | — | — | n/a | — | — | — | — | — | ||||||||
| former Chief Financial Officer | |||||||||||||||||
| Meeta Sunderwala | 06/15/21 | — | — | n/a | — | 1,555 | (6) | 131,258 | — | — | |||||||
| former Interim Chief Financial Officer | 06/15/22 | — | — | n/a | — | 7,482 | (6) | 631,556 | — | — | |||||||
| 06/15/23 | — | — | n/a | — | 10,375 | (6) | 875,754 | — | — | ||||||||
| 06/15/24 | — | — | n/a | — | 4,455 | (6) | 376,047 | 6,683 | (6) | 564,112 | |||||||
| Total | — | — | — | 23,867 | 2,014,615 | 6,683 | 564,112 | ||||||||||
(1)The actual conversion, if any, of the PSUs granted in fiscal year 2023, 2024 and 2025 into Logitech shares following the conclusion of the three-year performance period will range between 0% and 200% of that target amount, depending on the achievement of cash flow from operations, inventory turns, weighted average constant currency revenue growth rate ("WACCR"), average revenue growth, non-GAAP operating income, and TSR versus the Russell 3000 TSR benchmark over the performance period, as applicable.
(2)Reflects a replacement award provided to Ms. Faber in fiscal year 2024 for certain compensation that she forfeited from her prior employer. The replacement award partially vested on February 15, 2025 and the remainder will vest on February 15, 2026.
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(3)Reflects a Replacement Amount and bonus and a Replacement Award provided to Mr. Anversa for certain compensation he forfeited from his prior employer. The replacement award will vest on March 15, 2026.
(4)Mr. Arunkundrum received this stock option award prior to becoming a NEO.
(5)Mr. Boynton resigned effective May 17, 2024 and, as a result, his entire equity award forfeited at termination.
(6)Ms. Sunderwala received her PSUs and RSUs award as part of her annual compensation as Chief Accounting Officer and not in connection for her service as the Interim CFO.
Option Exercises and Stock Vested Table for Fiscal Year 2025
The following table provides the number of shares acquired and the value realized upon exercises of stock options and the vesting of PSUs and service-based RSUs during fiscal year 2025 by each of our NEOs.
| Stock Awards | ||
|---|---|---|
| Name and Principal Position | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) |
| Johanna 'Hanneke' Faber, Chief Executive Officer | 17,598 | 1,845,549 |
| Matteo Anversa, Chief Financial Officer | — | — |
| Prakash Arunkundrum, President of Logitech for Business | 27,824 | 2,696,423 |
| Samantha Harnett, Chief Legal Officer | 24,404 | 2,391,852 |
| Charles Boynton, former Chief Financial Officer | — | — |
| Meeta Sunderwala, former Interim Chief Financial Officer | 12,275 | 1,167,710 |
(1)Based on the closing price of Logitech shares as reported on the Nasdaq Global Select Market on the date of vesting of the underlying awards.
Non-Qualified Deferred Compensation Table for Fiscal Year 2025
The following table sets forth information regarding the participation by our NEOs in the Logitech Inc. U.S. Deferred Compensation Plan during fiscal year 2025 and at fiscal year-end.
| Name and Principal Position | ExecutiveContributions in Fiscal Year 2025($) | LogitechContributions in Fiscal Year 2025($) | Aggregate Earnings in Fiscal Year 2025($)(1) | AggregateWithdrawals/Distributions($) | Aggregate Balance at Fiscal Year 2025 End ($) |
|---|---|---|---|---|---|
| Johanna 'Hanneke' Faber, Chief Executive Officer | — | — | — | — | — |
| Matteo Anversa, Chief Financial Officer | — | — | — | — | — |
| Prakash Arunkundrum,President of Logitech for Business | 539,423 | — | 188,491 | (670,573) | 1,648,007 |
| Samantha Harnett, Chief Legal Officer | — | — | — | — | — |
| Charles Boynton, former Chief Financial Officer | 37,592 | — | 3,653 | (75,629) | — |
| Meeta Sunderwala, former Interim Chief Financial Officer | — | — | — | — | — |
(1)These amounts are not included in the "Summary Compensation Table for Fiscal Year 2025" because plan earnings were not preferential or above market.
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Refer to “Compensation Discussion and Analysis—Compensation Elements—Deferred Compensation Plan” for a discussion of the Logitech Inc. U.S. Deferred Compensation Plan, effective January 1, 2009, as amended and restated effective January 1, 2017.
Payments upon Termination or Change in Control
We have entered into agreements that provide for payments under certain circumstances in the event of termination of employment or service of our NEOs. These agreements include:
PSU and RSU award agreements that provide for the accelerated vesting of the shares subject to the award agreements under certain circumstances described below.
Employment or other agreements with our NEOs, under which each of them is entitled to receive a twelve- or nine-month notice period or becomes subject to non-competition provisions if we terminate his or her employment or if he or she resigns.
Other than as set forth above, there are no agreements or arrangements for the payment of compensation or acceleration of equity awards or any other payments to a NEO upon a change in control or in the event of his or her involuntary termination with or without cause.
PSU and RSU Award Agreements
The treatment of equity upon termination of employment depends on the reason for termination and the employee’s age and length of service at termination.
Change in Control
The PSU and RSU award agreements for NEOs provide for the acceleration of vesting of the equity awards subject to the award agreements if the NEO is subject to an involuntary termination of employment within 12 months after a change in control because his or her employment is terminated without cause or the NEO resigns for good reason. In the event of such an involuntary termination following a change in control, all shares subject to the service-based RSUs will vest. At the time of the change in control, the PSUs would be converted into service-based RSUs that would continue to vest for the duration of the original vesting period with the number of shares based on the attainment of actual performance as determined by the Compensation Committee. If, following the change in control, an involuntary termination without cause occurs within 12 months of a change of control during the performance period, the converted PSUs accelerate and the NEO receives a prorated number of the shares based on the length of service during the performance period.
Death and Disability
If a NEO dies or has a separation of service due to disability, all shares subject to the service-based RSUs will vest. For PSUs, if the separation of service occurs during the performance period, the vesting accelerates and the NEO or the NEO’s estate receives a prorated number of the target shares based on the length of service during the performance period.
Retirement
If an named executive officer has a separation of service after meeting the age and service requirement, as applicable, all shares subject to the service-based RSUs will continue to vest. For PSUs, if separation of service occurs during the performance period, the award continues to vest and the NEO receives a prorated number of the actual earned shares at the regular vesting date based on the length of service during the performance period. The age and service requirement for the NEOs is generally age 55 with at least 10 years of service.
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.
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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 $84.41 per share.
POTENTIAL PAYMENTS UPON INVOLUNTARY TERMINATION
AFTER CHANGE IN CONTROL
| Name and Principal Position | Value of Accelerated Equity Awards(1) ($) |
|---|---|
| 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) | — |
(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.
Pay Ratio
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."
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Pay Versus Performance
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.
| FiscalYear | SummaryCompensationTable Total forCEO 1 ($) | CompensationActually Paidfor CEO 1 ($) | SummaryCompensationTable Total forCEO 2 ($) | CompensationActually Paidfor CEO 2 ($) | SummaryCompensationTable Total forCEO 3 ($) | CompensationActually Paidfor CEO 3 ($) |
|---|---|---|---|---|---|---|
| (a) · (b) · (a) · (b) · (a) · (b) | ||||||
| 2025 | 10,557,008 | 10,999,910 | — | — | — | — |
| 2024 | 7,017,746 | 6,901,041 | 1,185,508 | 1,185,508 | 7,792,025 | (2,881,140) |
| 2023 | — | — | — | — | 8,553,084 | 6,564,384 |
| 2022 | — | — | — | — | 10,497,190 | 4,327,581 |
| 2021 | — | — | — | — | 11,026,105 | 46,128,115 |
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| AverageSummaryCompensationTable Total forNon-CEO NEOs ($) · AverageCompensationActuallyPaid forNon-CEO NEOs ($) · Value of Initial Fixed $100 InvestmentBased On: · Net Income ($) · Company-SelectedMeasure:Revenue ($) | ||||||
|---|---|---|---|---|---|---|
| FiscalYear · TSR ($) · Peer GroupTSR ($) | ||||||
| (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 |
(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.
| 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 |
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.
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(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.
| 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 |
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.
Tabular List of Financial Performance Measures
Below is a list of financial performance measures that we believe are the most important financial performance measures that link Compensation Actually Paid to our NEOs for fiscal year 2025 to our performance.
Revenue in constant currency
Non-GAAP operating income
Relative TSR in comparison to the Russell 3000
Cash flow from operations
Inventory turns
In addition to these financial metrics, the Company’s executive compensation program is impacted by our performance with respect to ESG metrics under the annual cash bonus program. Our ESG goals are included as an element of our annual cash bonus program because they collectively represent ESG criteria that are priorities for the Company. Please see the CD&A above for further information regarding these financial performance measures as well as the ESG goals used in our annual cash bonus program.
Relationship Between Pay and Performance
In addition to the tabular disclosure above, the PVP Rules require us to describe the relationship between Compensation Actually Paid and the performance measures shown in the pay versus performance table above.
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Below are graphs showing the relationship of Compensation Actually Paid to our NEOs in fiscal years 2021 to 2025 to (1) our TSR and the Peer Group TSR, (2) our net income, and (3) our revenue in constant currency.
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We believe the Compensation Actually Paid in each of the years reported above are primarily reflective of the annual changes in our stock price performance and the performance of our PSUs. For further information concerning the Company’s pay-for-performance philosophy and how we align executive compensation with our performance, as well as the details on the terms of our short-term incentive program and our performance-vesting equity awards refer to the CD&A above.
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Compensation of Non-Employee Directors
For fiscal year 2025, the compensation of the members of the Board of Directors that are not Logitech employees ("Non-Employee Directors") was determined by the Compensation Committee, consisting entirely of independent directors, and recommended to the full Board for approval.
The general policy is that compensation for Non-Employee Directors should consist of a mix of cash and equity-based compensation. For fiscal year 2025, to assist the Compensation Committee in its annual review of director compensation, Compensia provided a written analysis of director pay practices and compensation data compiled from the annual reports and proxy statements of companies within our compensation peer group.
For fiscal year 2025, cash compensation of Non-Employee Directors consists solely of annual retainers based on Board and committee service. Non-Employee Directors also receive an annual service-based RSU grant based on a fixed market value. During fiscal year 2025, these annual service-based RSU grants were made on the day of our Annual General Meeting. All 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..
Members of the Board of Directors who are Logitech employees do not receive any compensation for their service on the Board of Directors. Non-Employee Director compensation for the 2024 to 2025 Board Year consists of the following elements:
| Amount (CHF) | Amount ($)(1) | |
|---|---|---|
| Annual cash retainer | 60,000 | 70,717 |
| Additional annual cash retainer for the Non-Executive chair | 340,000 | 400,731 |
| Additional annual retainer for Lead Independent Director | 20,000 | 23,572 |
| Additional annual retainer for the Audit Committee chair | 40,000 | 47,145 |
| Additional annual retainer for the Compensation Committee chair | 40,000 | 47,145 |
| Additional annual retainer for the Nominating & Governance Committee chair | 15,000 | 17,679 |
| Additional annual retainer for the Technology & Innovation Committee chair | 15,000 | 17,679 |
| Additional annual retainer for non-chair Audit Committee members | 20,000 | 23,572 |
| Additional annual retainer for non-chair Compensation Committee members | 15,000 | 17,679 |
| Additional annual retainer for Nominating & Governance Committee members | 6,500 | 7,661 |
| Additional annual retainer for Technology & Innovation Committee members | 6,500 | 7,661 |
| Annual RSU grant | 200,000 | 235,724 |
| Reimbursement of reasonable expenses for non-local travel (business class) | ||
(1)Amounts in Swiss Francs were converted using the 12-month average (April 2024 to March 2025) exchange rate of 1 Swiss Franc to approximately 1.1786 U.S. Dollars.
Non-Employee Directors may elect to receive their annual cash retainers in shares, net of withholding at the market price on the date of the Annual General Meeting. Any such shares are to be issued under the 2006 Stock Incentive Plan.
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The following table summarizes the total compensation earned or paid during fiscal year 2025 to Non-Employee Directors who served on the Board of Directors during the year. Because the table is based on Logitech’s fiscal year, and annual service for purposes of Board compensation is measured between the dates of Logitech’s Annual General Meetings, usually held in September each year, the amounts in the table do not necessarily align with the description of Board compensation above.
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 |
(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 $10,266 as he is not exempted from mandatory occupational benefit plans in Switzerland.
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The following table presents additional information with respect to the equity awards held as of March 31, 2025 by Non-Employee Directors.
The market value for service-based RSUs is determined by multiplying the number of shares subject to the award by the closing price of Logitech shares on the Nasdaq Global Select Market on the last trading day of the fiscal year.
OUTSTANDING EQUITY AWARDS FOR NON-EMPLOYEE DIRECTORS
AT FISCAL YEAR 2025 YEAR-END
| Stock Awards | |||
|---|---|---|---|
| Name(1) | Grant Date(M/D/Y) | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($) |
| 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 |
(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.
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Compensation Tables Audited Under Swiss Law
- Introduction
This section includes the compensation tables that are audited by the statutory auditors according to the Swiss Code of Obligations (as in effect as of March 31, 2025).
- Compensation of Members of the Group Management Team in Fiscal Years 2025 and 2024
The following tables set forth the total amount of compensation paid to members of the Group Management Team for services performed in the fiscal years ended March 31, 2025 and 2024:
Fiscal Year 2025
| (in CHF)(1) | BaseSalary | Bonus(2) | StockAwards(3) | OtherCompensation(4) | Total Compensation |
|---|---|---|---|---|---|
| Johanna 'Hanneke' Faber,Chief Executive Officer | 1,216,824 | 2,844,690 | 4,735,678 | 868,023 | 9,665,215 |
| Matteo Anversa(5),Chief Financial Officer | 358,306 | 1,604,631 | 3,486,564 | 59,998 | 5,509,499 |
| Prakash Arunkundrum(6),President of Logitech for Business | 536,776 | 815,899 | 2,129,405 | 102,188 | 3,584,268 |
| Samantha Harnett,Chief Legal Officer | 487,978 | 746,606 | 1,685,779 | 108,289 | 3,028,652 |
| Charles Boynton(7), former Chief Financial Officer | 71,661 | 61,693 | n/a | 25,737 | 159,091 |
| Total Group Management Team | 2,671,545 | 6,073,519 | 12,037,426 | 1,164,235 | 21,946,725 |
(1)Fiscal year 2025 U.S. Dollar amounts converted to Swiss Francs using the 12 month average (April 2024 to March 2025) exchange rate of CHF 1 = USD 1.1271.
(2)Bonus includes amounts earned under the Annual Bonus Plan and a cash payment made to Matteo Anversa that he received with respect to certain compensation that he forfeited from his prior employer.
(3)Amounts shown reflect the grant date fair value of the annual stock awards granted in fiscal year 2025. The key assumptions and methodology for valuation of stock awards are presented in Note 4 to Logitech’s consolidated financial statements included in the 2025 Annual Report. Fiscal year 2025 stock awards include a grant of restricted stock units awarded to Matteo Anversa with respect to certain compensation that he forfeited from his prior employer.
(4)Other compensation includes, amongst others, term life insurance premiums, long-term disability insurance premiums, employer’s contribution to medical premiums, wellness reimbursements, matching contributions made by the Company to the Logitech Inc. 401(k) plan, payout of accrued and unused paid time off to the CEO, and employer’s contribution to social security and Medicare.
(5)Matteo Anversa was appointed as Chief Financial Officer and member of the Group Management Team, effective as of September 1, 2024. Mr. Anversa's base salary is prorated based on an annual base salary of $700,000 converted into CHF. He also received a replacement bonus and award during fiscal year 2025 with respect to certain compensation that he forfeited from his prior employer. The replacement award consists of restricted stock units which will vest in March 2026.
(6)Prakash Arunkundrum transitioned as Chief Operating Officer and became the President of Logitech for Business effective March 3, 2025.
(7)Charles Boynton resigned from his position as Chief Financial Officer and member of the Group Management team, effective May 17, 2024; the Company agreed to pay Mr. Boynton a prorated bonus for fiscal year 2025 in exchange for his continued service through May 17, 2024.
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Fiscal Year 2024
| (in CHF)(1) | BaseSalary | Bonus(2) | StockAwards(3) | OtherCompensation(4) | Total Compensation |
|---|---|---|---|---|---|
| Johanna 'Hanneke' Faber, Chief Executive Officer (5) | 374,849 | 2,990,922 | 2,593,891 | 542,881 | 6,502,543 |
| Charles Boynton, Chief Financial Officer (6) | 532,865 | 575,495 | 3,596,903 | 61,104 | 4,766,367 |
| Prakash Arunkundrum, Chief Operating Officer | 510,663 | 490,236 | 2,841,987 | 142,345 | 3,985,231 |
| Samantha Harnett, Chief Legal Officer (7) | 488,460 | 468,922 | 2,397,921 | 104,180 | 3,459,483 |
| Bracken Darrell, former Chief Executive Officer (8) | 256,186 | — | 6,660,843 | 354,681 | 7,271,710 |
| Guy Gecht, former Interim Chief Executive Officer(9) | 420,144 | 622,404 | — | 32,992 | 1,075,540 |
| Nate Olmstead, former Chief Financial Officer(10) | 290,754 | — | — | 130,408 | 421,162 |
| Total Group Management Team | 2,873,921 | 5,147,979 | 18,091,545 | 1,368,591 | 27,482,036 |
(1)Fiscal year 2024 U.S. Dollar amounts converted to Swiss Francs using the 12 month average (April 2023 to March 2024) exchange rate of CHF 1 = USD 1.1290.
(2)Bonus reflects amounts earned under the Annual Bonus Plan and a cash payment ("Replacement Bonus") made to Johanna 'Hanneke' Faber that she received with respect to certain compensation that she forfeited from her prior employer.
(3)Amounts shown reflect the grant date fair value, by fiscal year, of the annual stock awards granted in such fiscal year. The key assumptions and methodology for valuation of stock awards are presented in Note 4 to Logitech’s consolidated financial statements included in the 2024 Annual Report. Fiscal year 2024 stock awards include additional PSU grants awarded to the Group Management Team during the CEO succession period and a grant of restricted stock units ("Replacement Award") awarded to Johanna 'Hanneke' Faber with respect to certain compensation that she forfeited from her prior employer.
(4)Other compensation includes, amongst others, term life insurance premiums, long-term disability insurance premiums, employer’s contribution to medical premiums, wellness reimbursements, matching contributions made by the Company to the Logitech Inc. 401(k) plan, payout of accrued and unused paid time off (paid due to converting Logitech's accrued paid time off ("PTO") policy to a non-accrued PTO policy in fiscal year 2024 in the U.S.), and employer’s contribution to social security and Medicare.
(5)Johanna 'Hanneke' Faber was appointed as Chief Executive Officer and member of the Group Management Team, effective as of December 1, 2023. Ms. Faber's base salary is prorated based on an annual base salary of$1,350,000 converted into CHF. She also received a Replacement Bonus and a Replacement Award during fiscal year 2024 with respect to certain compensation that she forfeited from her prior employer. A portion of the Replacement Award will vest on February 15, 2025 and the remainder on February 15, 2026. As permitted by article 19 quinquies of Logitech's Articles of Incorporation, an amount equal to $6,044,436 (i.e. CHF 5,368,119 using the fiscal year 2024 U.S. Dollar amounts converted to Swiss Francs using the 12 month average (April 2023 to March 2024) exchange rate of CHF 1 = USD 1.1290)of Johanna Faber's fiscal year 2024 compensation was covered by the additional amount.
(6)Charles Boynton resigned from his position as Chief Financial Officer and member of the Group Management team, effective May 17, 2024.
(7)Samantha Harnett, previously General Counsel, was appointed as Chief Legal Officer effective as of April 1, 2023. There have been no changes to Ms. Harnett’s compensation arrangements in connection with this appointment for fiscal year 2024.
(8)Bracken Darrell resigned from his position as President and Chief Executive Officer, as a member of the Group Management Team and as a member of the Board of Directors, effective as of June 13, 2023. Based on Logitech's incentive stock plan and subject to the achievement of certain performance criteria, Mr. Darrell is eligible to vest his fiscal year 2024 equity grant on a pro-rated basis. The remaining outstanding unvested equity grant forfeited at termination.
(9)Guy Gecht served as interim Chief Executive Officer from June 13, 2023 until December 1, 2023.
(10)Nate Olmstead resigned from his position as Chief Financial Officer and member of the Group Management Team, effective as of February 6, 2023. In accordance with the terms of his employment agreement he continued to receive his base salary until the end of the notice period.
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- Compensation of Board of Directors in Fiscal Years 2025 and 2024
The following tables set forth compensation Logitech paid or accrued for payment to the individual members of the Board of Directors for services performed in the fiscal years ended March 31, 2025 and 2024:
Fiscal Year 2025
| (in CHF) | Fees Settled in Cash(1) | Bonus | StockAwards(2) | OtherCompensation(3) | Total Compensation |
|---|---|---|---|---|---|
| Patrick Aebischer(4) | 28,500 | — | n/a | 27,953 | 56,453 |
| Donald Allan, CC Member(5) | 42,857 | — | 196,910 | — | 239,767 |
| Wendy Becker, Board Chair, NGC Member | 400,000 | — | 196,910 | 79,288 | 676,198 |
| Edouard Bugnion, TIC Member | 70,482 | — | 196,910 | 30,586 | 297,978 |
| Guy Gecht, TIC Chair, NGC Member | 67,973 | — | 196,910 | 29,246 | 294,129 |
| Christopher Jones, NGC Member | 73,000 | — | 196,910 | 30,856 | 300,766 |
| Marjorie Lao, AC Member, TIC Member | 86,500 | — | 196,910 | 32,834 | 316,244 |
| Owen Mahoney, AC Member, TIC Member(5) | 49,429 | — | 196,910 | — | 246,339 |
| Neela Montgomery, CC Member | 75,000 | — | 196,910 | 30,354 | 302,264 |
| Kwok Wang Ng, CC Chair, NGC Chair | 108,571 | — | 196,910 | 34,811 | 340,292 |
| Deborah Thomas, AC Chair, CC Member, NGC Member | 118,714 | — | 196,910 | 37,008 | 352,632 |
| Sascha Zahnd, AC Member, NGC Member(6) | 75,004 | — | 196,910 | 31,881 | 303,795 |
| Total Board Members | 1,196,030 | — | 2,166,010 | 364,817 | 3,726,857 |
AC = Audit Committee, CC = Compensation Committee, NGC = Nominating and Governance Committee, TIC = Technology & Innovation Committee
(1)Fees settled in cash for non-employee members of the Board of Directors includes annual board and committee retainers. Non-employee Board members may elect to receive their Board fees in shares, net of withholding at the market price on the date of the Annual General Meeting. Any such shares are to be issued under the 2006 Stock Incentive Plan. In fiscal 2025 none of the non-employee Board members elected to receive all or a portion of their Board fees in shares.
(2)Amounts shown reflect the grant date fair value of the annual stock award. The key assumptions and methodology for valuation of stock awards are presented in Note 4 to Logitech’s consolidated financial statements of the 2025 Annual Report.
(3)Other compensation for the non-employee Board members includes Logitech's contributions to social security.
(4)Patrick Aebischer did not stand for re-election as a non-employee Board member at the Annual General Meeting in September 2024. He was a member of the NGC until the Annual General Meeting in September 2024.
(5)Donald Allan and Owen Mahoney were first elected as non-employee Board members at the Annual General Meeting in September 2024.
(6)Sascha Zahnd's "Other Compensation" amount includes pension contributions in the amount of CHF8,710 as he is not exempted from mandatory occupational benefit plans in Switzerland. As a result, his cash fees were reduced by the same amount.
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Fiscal Year 2024
| (in CHF) | Fees Settled in Cash(1) | Bonus | StockAwards(2) | OtherCompensation(3) | Total |
|---|---|---|---|---|---|
| Patrick Aebischer, NGC Member | 66,500 | — | 196,833 | 25,512 | 288,845 |
| Wendy Becker (4), Board Chair, NGC Chair | 400,000 | — | 196,833 | 55,569 | 652,402 |
| Edouard Bugnion, TIC Member | 70,482 | — | 196,833 | 25,871 | 293,186 |
| Guy Gecht (4) (5), TIC Chair | 74,602 | — | 196,833 | 26,242 | 297,677 |
| Christopher Jones,NGC Member, TIC Member | 70,292 | — | 196,833 | 25,853 | 292,978 |
| Marjorie Lao, AC Member, TIC Member | 83,792 | — | 196,833 | 27,070 | 307,695 |
| Neela Montgomery, CC Member | 75,000 | — | 196,833 | 26,278 | 298,111 |
| Kwok Wang Ng (4),CC Chair | 89,583 | — | 196,833 | 27,592 | 314,008 |
| Michael Polk (4)(6) | 19,375 | — | — | 1,979 | 21,354 |
| Deborah Thomas,AC Chair, CC Member | 108,750 | — | 196,833 | 29,320 | 334,903 |
| Sascha Zahnd, AC Member | 80,000 | — | 196,833 | 26,728 | 303,561 |
| Total Board Members | 1,138,376 | — | 1,968,330 | 298,014 | 3,404,720 |
(1)Fees settled in cash for non-employee members of the Board of Directors includes annual board and committee retainers. Non-employee Board members may elect to receive their Board fees in shares, net of withholding at the market price on the date of the Annual General Meeting. Any such shares are to be issued under the 2006 Stock Incentive Plan.
(2)Amounts shown reflect the grant date fair value of the annual stock award. The key assumptions and methodology for valuation of stock awards are presented in Note 4 to Logitech’s consolidated financial statements of the 2024 Annual Report.
(3)Other compensation for the non-employee members of the Board includes Logitech's contributions to social security.
(4)Wendy Becker, Guy Gecht, Kwok Wang Ng, and Michael Polk elected to receive all or a portion of their Board fees in shares.
(5)Guy Gecht received annual board and committee retainers for fiscal year 2024 on a prorated basis. He did not receive any Board compensation during the time he served as interim Chief Executive Officer.
(6)Michael Polk did not stand for re-election as a non-employee Board member at the Annual General Meeting in September 2023. He was a member of the Nominating and Governance Committee and chaired the Compensation Committee until the Annual General Meeting in September 2023.
- Loans, credits and other payments
There were no loans or credits made or outstanding at any time during fiscal years 2025 and 2024 to any current or former members of the Board of Directors or Group Management Team. In addition, no compensation was paid or loans made during fiscal years 2025 and 2024 to parties closely related to members of the Board of Directors or Group Management Team.
No additional fees or compensation have been paid during fiscal years 2025 and 2024 to any current or former members of the Board of Directors or Group Management Team other than as noted above.
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- External Mandates
As of March 31,2025, 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
| 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
| 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 | |||
| 100 | 2025 Annual General Meeting Invitation, Proxy Statement |
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
| 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 | |||
Group Management Team
| Mandates in public companies | Function | Mandates in private companies | Function | |
| Johanna 'Hanneke' Faber | Tapestry, Inc. | Board Member | ||
|---|---|---|---|---|
| Charles Boynton | no external mandates | |||
| Prakash Arunkundrum | no external mandates | |||
| Samantha Harnett | no external mandates | |||
| 2025 Annual General Meeting Invitation, Proxy Statement | 101 |
|---|
- Share Ownership of Board Members and Group Management Team
The following tables set forth the shares and options held by each of the individual members of the Board of Directors and the Group Management Team as of March 31,2025 and March 31,2024:
| Shares Held (1) | Options,PSUsand RSUsHeld(2) | Exercise Price | Fiscal Yearsof Expiration | |
|---|---|---|---|---|
| Non-Group Management Team Members of the Board of Directors: | ||||
| Donald Allan | — | 2,736 | n/a | n/a |
| Wendy Becker | 26,591 | 2,736 | n/a | n/a |
| Edouard Bugnion | 44,600 | 2,736 | n/a | n/a |
| Guy Gecht | 15,767 | 2,736 | n/a | n/a |
| Christopher Jones | 5,090 | 2,736 | n/a | n/a |
| Marjorie Lao | 14,658 | 2,736 | n/a | n/a |
| Owen Mahoney | — | 2,736 | n/a | n/a |
| Neela Montgomery | 14,380 | 2,736 | n/a | n/a |
| Kwok Wang Ng | 8,124 | 2,736 | n/a | n/a |
| Deborah Thomas | 8,761 | 2,736 | n/a | n/a |
| Sascha Zahnd | 6,142 | 2,736 | n/a | n/a |
| Total Non-Group Management Team Members of the Board of Directors | 144,113 | 30,096 | ||
| Members of the Group Management Team: | ||||
| Johanna 'Hanneke' Faber (CEO)(3) | 8,258 | 77,026 | n/a | n/a |
| Matteo Anversa (CFO)(4) | — | 44,226 | n/a | n/a |
| Prakash Arunkundrum (President of Logitech for Business) | 67,276 | 128,233 | $38.65 | 2029 |
| Samantha Harnett (CLO) | 16,265 | 77,779 | n/a | n/a |
| Total Group Management Team | 91,799 | 327,264 | ||
(1)Includes shares held by parties related to members of the Board of Directors and Group Management Team.
(2)Each option provides the right to purchase one share at the exercise price. For Mr. Arunkundrum, 25% of the time-based options granted under the Logitech International S.A. 2006 Stock Incentive Plan before Mr. Arunkundrum became a member of the Group Management Team became exercisable on the first and second anniversary of the grant date, respectively, and 50% of the time-based options became exercisable on the third anniversary of the grant date. PSUs granted to executive officers (including members of the Group Management Team) are generally performance-based restricted stock units that may vest upon meeting certain operating performance criteria and share price performance criteria measured against market conditions at the end of three years from the grant date. Beginning in fiscal year 2023, all members of the Group Management Team were granted 100% PSUs and the use of service-based RSUs in the annual equity grant was eliminated. Ms. Faber and Mr. Anversa received a one-off replacement award of service-based RSUs to compensate for forfeited equity from their prior employers that will vest on February 15, 2026 and March 15, 2026 respectively. RSUs granted to non-employee Directors in general vest in one annual installment.
(3)Ms. Faber is Chief Executive Officer and also a member of the Board of Directors.
(4)Mr. Anversa was appointed as Chief Financial Officer and member of the Group Management Team, effective as of September 1, 2024. In accordance with the terms of his employment agreement, he was granted PSUs under the Logitech International S.A. 2006 Stock Incentive Plan and received a restricted stock unit award as a Share and Bonus Plan Buy Out.
| 102 | 2025 Annual General Meeting Invitation, Proxy Statement |
| Shares Held(1) | Options,PRSUsand RSUsHeld(2) | Exercise Price | Fiscal Yearsof Expiration | |
|---|---|---|---|---|
| Non-Group Management Team Members of the Board of Directors: | ||||
| Patrick Aebischer | 16,341 | 3,178 | n/a | n/a |
| Wendy Becker | 24,378 | 3,178 | n/a | n/a |
| Edouard Bugnion | 41,604 | 3,178 | n/a | n/a |
| Guy Gecht | 11,066 | 3,178 | n/a | n/a |
| Christopher Jones | 2,889 | 3,178 | n/a | n/a |
| Marjorie Lao | 12,455 | 3,178 | n/a | n/a |
| Neela Montgomery | 12,178 | 3,178 | n/a | n/a |
| Kwok Wang Ng | 5,124 | 3,178 | n/a | n/a |
| Deborah Thomas | 6,553 | 3,178 | n/a | n/a |
| Sascha Zahnd | 3,934 | 3,178 | n/a | n/a |
| Total Non-Group Management Team Members of the Board of Directors | 136,522 | 31,780 | ||
| Members of the Group Management Team: | ||||
| Johanna 'Hanneke' Faber (CEO) (3) | 11 | 31,375 | n/a | n/a |
| Charles Boynton (CFO) (4) | — | 59,344 | n/a | n/a |
| Prakash Arunkundrum (COO) | 51,528 | 126,569 | 38.65 | 2029 |
| Samantha Harnett (CLO) | 2,653 | 79,605 | n/a | n/a |
| Total Group Management Team | 54,192 | 296,893 | ||
(1)Includes shares held by parties related to members of the Board of Directors and Group Management Team.
(2)Each option provides the right to purchase one share at the exercise price. For Mr. Arunkundrum, 25% of the time-based options granted under the Logitech International S.A. 2006 Stock Incentive Plan before Mr. Arunkundrum became a member of the Group Management Team became exercisable on the first and second anniversary of the grant date, respectively, and 50% of the time-based options became exercisable on the third anniversary of the grant date. PSUs granted to executive officers (including members of the Group Management Team) are performance-based restricted stock units that may vest upon meeting certain operating performance criteria and share price performance criteria measured against market conditions at the end of three years from the grant date. RSUs granted to executive officers are time-based restricted stock units that vest in four equal annual installments from the date of grant. RSUs granted to non-employee Directors in general vest in one annual installment.
(3)Ms. Faber was appointed as Chief Executive Officer and member of the Group Management Team, effective as of December 1, 2023.
(4)Mr. Boynton resigned from his position as Chief Financial Officer and member of the Group Management Team, effective May 17, 2024. Mr. Boynton's unvested PSU grants will forfeit as of the date of termination.
| 2025 Annual General Meeting Invitation, Proxy Statement | 103 |
|---|
Report of the Statutory Auditor
To the General Meeting of Logitech International S.A., Hautemorges
Report on the Audit of the Compensation Report
Opinion
We have audited the Compensation Report of Logitech International S.A. (the Company) for the year ended March 31, 2025. The audit was limited to the information pursuant to Art. 734a-734f of the Swiss Code of Obligations (CO) in the “Compensation Tables Audited under Swiss Law” of the Compensation Report.
In our opinion, the information pursuant to Art. 734a-734f CO in the accompanying Compensation Report complies with Swiss law and the Company’s articles of incorporation.
Basis for Opinion
We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the “Auditor’s Responsibilities for the Audit of the Compensation Report” section of our report. We are independent of the Company in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
The Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, but does not include in the “Compensation Tables Audited under Swiss law” of the Compensation Report, the consolidated financial statements, the standalone financial statements and our auditor’s reports thereon.
Our opinion on the Compensation Report does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the Compensation Report, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the audited financial information in the Compensation Report or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Board of Directors' Responsibilities for the Compensation Report
The Board of Directors is responsible for the preparation of a Compensation Report in accordance with the provisions of Swiss law and the Company’s articles of incorporation, and for such internal control as the Board of Directors determines is necessary to enable the preparation of a Compensation Report that is free from material misstatement, whether due to fraud or error. The Board of Directors is also responsible for designing the Compensation system and defining individual Compensation packages.
Auditor’s Responsibilities for the Audit of the Compensation Report
Our objectives are to obtain reasonable assurance about whether the information pursuant to Art. 734a-734f CO is free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Swiss law and SA-CH will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Compensation Report.
| 104 | 2025 Annual General Meeting Invitation, Proxy Statement |
As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
–Identify and assess the risks of material misstatement in the Compensation Report, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
–Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control.
–Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made.
We communicate with the Board of Directors or its relevant committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Board of Directors or its relevant committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
| KPMG AG | |
|---|---|
| Regula Tobler | Stefan Widmer |
| Licensed Audit ExpertAuditor in Charge | Licensed Audit Expert |
| Zurich, 23 May, 2025 | |
Enclosure:
- Compensation Tables Audited under Swiss Law
| 2025 Annual General Meeting Invitation, Proxy Statement | 105 |
|---|
Equity Compensation Plan Information
The following table summarizes the shares that may be issued upon the exercise of options, RSUs, PSUs, and employee share purchase plans under our employee equity compensation plans as of March 31, 2025. These plans include the 1996 Employee Share Purchase Plan (U.S.) and 2006 Employee Share Purchase Plan (Non-U.S.) (together, the “ESPPs”) and the 2006 Stock Incentive Plan.
| Plan Category · (a) Number of Securities to be Issued Upon Exercise of Outstanding Options and Vesting of RSUs, PSUs, and ESPP · Weighted Average Exercise Price of Outstanding Options only · Number of Securities Remaining Available for Future Issuance (Excluding Securities Reflected in Column (a)) | |||||
|---|---|---|---|---|---|
| Equity Compensation Plans | 3,800,550 | (1) | $64 | 9,984,954 | (2) |
(1)Represents approximately 2.6% of the issued and outstanding share capital of the Company as of March 31, 2025.
(2)Represents approximately 6.7% of the issued and outstanding share capital of the Company as of March 31, 2025.
2006 Stock Incentive Plan
The Logitech International S.A. 2006 Stock Incentive Plan provides for the grant to eligible employees and non-employee members of the Board of Directors of stock options, stock appreciation rights, restricted stock, and restricted stock units. As of March 31, 2025, Logitech has granted stock options, service-based RSUs, and PSUs under the 2006 Stock Incentive Plan and has made no grants of restricted shares or stock appreciation rights. Stock options granted under the 2006 Stock Incentive Plan generally will have terms not exceeding 10 years and will be issued at exercise prices not less than the fair market value on the date of grant. Awards under the 2006 Stock Incentive Plan may be conditioned on continued employment, the passage of time, or the satisfaction of performance vesting criteria. As of March 31, 2025, an aggregate of 33,800,000 shares was reserved for issuance under the 2006 Stock Incentive Plan. As of March 31, 2025, a total of 7,229,962 shares were available for issuance under this plan.
Employee Share Purchase Plans
Logitech maintains two employee share purchase plans, one for employees in the United States and one for employees outside the United States. The plan for employees outside the United States is named the 2006 Employee Share Purchase Plan (Non-U.S.), or 2006 ESPP, and was approved by the Board of Directors in June 2006. The plan for employees in the United States is named the 1996 Employee Share Purchase Plan (U.S.), or 1996 ESPP. The 1996 ESPP was the worldwide plan until the adoption of the 2006 ESPP in June 2006. Under both plans, eligible employees may purchase shares with up to 10% of their earnings at the lower of 85% of the fair market value at the beginning or the end of each six-month offering period. Purchases under the plans are limited to a fair value of $25,000 in any one year, calculated in accordance with U.S. tax laws. During each offering period, payroll deductions of employee participants are accumulated under the share purchase plan. Subject to continued participation in these plans, purchase agreements are automatically executed at the end of each offering period. As of March 31, 2025, an aggregate of 29,000,000 shares was reserved for issuance under the ESPPs. As of March 31, 2025, a total of 2,754,992 shares were available for issuance under the ESPPs.
| 106 | 2025 Annual General Meeting Invitation, Proxy Statement |
Annexes
Annex 4 – Swiss Statutory Non-Financial Matters Report
| 2025 Annual General Meeting Invitation, Proxy Statement | A-1 |
|---|
FY25 Non-Financial Matters Report
| Report finalized: 28 May 2025 | Logitech International S.A. FY25 Non-Financial Matters Report |
|---|---|
| A-2 | 2025 Annual General Meeting Invitation, Proxy Statement |
| Contents | |
|---|---|
| About this Report | A-5 |
| 1. Introduction | A-6 |
| 1.1 Our Business | A-6 |
| 1.2 Our Approach | A-6 |
| 1.2.1 Board Oversight | A-6 |
| 1.2.2 Management Review | A-7 |
| 1.2.3 Enterprise Risk Management | A-7 |
| 1.2.4 Stakeholder Engagement | A-7 |
| 1.2.5 Double Materiality Assessment | A-8 |
| 1.2.6 Design for Sustainability (DfS) | A-10 |
| 1.2.7 Factory and Supply Chain Management | A-10 |
| 1.2.8 Third Party Assurance | A-12 |
| 2. Environment | A-13 |
| 2.1 Climate Action | A-13 |
| 2.1.1 Policies, Strategies, and Concepts | A-13 |
| 2.1.2 Measures Implemented | A-13 |
| 2.1.3 Progress | A-14 |
| 2.1.4 Climate Risks and Opportunities | A-16 |
| 2.2 Circularity | A-18 |
| 2.2.1 Policies, Strategies, and Concepts | A-18 |
| 2.2.2 Measures Implemented | A-18 |
| 2.2.3 Progress | A-19 |
| 2.3 Biodiversity | A-19 |
| 2.3.1 Policies, Strategies, and Concepts | A-19 |
| 2.3.2 Measures Implemented | A-19 |
| 2.3.3 Progress | A-20 |
| 2.4 Water | A-21 |
| 2.4.1 Policies, Strategies, and Concepts | A-21 |
| 2.4.2 Measures Implemented | A-21 |
| 2.4.3 Progress | A-21 |
| 2.5 Targeted Substances | A-22 |
| 2.5.1 Policies, Strategies, and Concepts | A-22 |
| 2.5.2 Measures Implemented | A-22 |
| 2.5.3 Progress | A-23 |
| Logitech International S.A. FY25 Non-Financial Matters Report | Report finalized: 28 May 2025 |
|---|---|
| 2025 General Annual Meeting Invitation, Proxy Statement | A-3 |
| 3. Social and Employment Related Matters | A-23 |
|---|---|
| 3.1 Inclusion | A-23 |
| 3.1.1 Policies, Strategies, and Concepts | A-23 |
| 3.1.2 Measures Implemented | A-23 |
| 3.1.3 Progress | A-24 |
| 3.2 Digital Inclusivity | A-25 |
| 3.2.1 Policies, Strategies, and Concepts | A-25 |
| 3.2.2 Measures Implemented | A-25 |
| 3.2.3 Progress | A-25 |
| 3.3 Talent Attraction and Retention | A-26 |
| 3.3.1 Policies, Strategies, and Concepts | A-26 |
| 3.3.2 Measures Implemented | A-26 |
| 3.3.3 Progress | A-26 |
| 3.4 Safety, Health, and Well-being | A-27 |
| 3.4.1 Policies, Strategies, and Concepts | A-27 |
| 3.4.2 Measures Implemented | A-27 |
| 3.4.3 Progress | A-29 |
| 3.5 Privacy and Security | A-29 |
| 3.5.1 Policies, Strategies, and Concepts | A-29 |
| 3.5.2 Measures Implemented | A-29 |
| 3.5.3 Progress | A-30 |
| 3.6 Responsible Sourcing of Minerals | A-31 |
| 3.6.1 Policies, Strategies, and Concepts | A-31 |
| 3.6.2 Measures Implemented | A-31 |
| 3.6.3 Progress | A-31 |
| 3.7 Human Rights and Labor | A-32 |
| 3.7.1 Policies, Strategies, and Concepts | A-32 |
| 3.7.2 Measures Implemented | A-32 |
| 3.7.3 Progress | A-33 |
| 3.8 Business Conduct | A-33 |
| 3.8.1 Policies, Strategies, and Concepts | A-33 |
| 3.8.2 Measures Implemented | A-33 |
| 3.8.3 Progress | A-33 |
| Appendix A: Key Performance Indicators | A-34 |
| Appendix B Third-party Limited Assurance | A-42 |
| Report finalized: 28 May 2025 | Logitech International S.A. FY25 Non-Financial Matters Report |
|---|---|
| A-4 | 2025 Annual General Meeting Invitation, Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.