People

People and Governance — Trust, With Receipts

Verdict up front: this is a high-quality Swiss governance framework in the middle of a once-in-a-generation leadership overhaul. In eighteen months Sonova has replaced its Chair (after 22 years of the last one), its CEO, its CFO, its head of R and D, and roughly half its Board — while announcing the divestment of an entire division. The structures are excellent: a 100%-independent board, Chair/CEO fully separated, founding families aligned as long-term owners without controlling the company, a compensation plan that caps upside and pays nothing when total shareholder return is negative. The risk is that all of it now rests on an unproven team, led by a CEO poached directly from the largest private competitor. Nothing here smells of self-dealing; the question is execution, not integrity.

Sources: board independence and founder holdings — FY2025/26 Annual Report, Corporate Governance [1] [2]; say-on-pay vote — Compensation Report [3].

A clean sweep at the top

Sonova today is run by people who were almost all somewhere else a year ago. Eric Bernard joined in July 2025 and became CEO on 15 September 2025, succeeding Arnd Kaldowski; from 2019 to 2024 he ran WS Audiology — one of Sonova's two largest hearing-instrument rivals — where he led the Widex–Sivantos merger integration [4]. Hiring the competitor's CEO is a genuine coup on capability and a genuine bet on culture. Alongside him, Elodie Carr-Cingari joined in May 2025 and took the CFO seat in July 2025 [5] — the third person in that chair inside a year, after long-serving CFO Birgit Conix departed and an interim held it. At the June 2025 AGM, Gilbert Achermann — former Chairman and CEO of Straumann and a Sonova director only since 2024 — was elected Chair, ending Robert F. Spoerry's tenure that reached back to 2003 [6].

Sources: CEO and CFO changes — FY2025/26 Annual Report, Group Executives [7]; Chair change [8]; board renewal and 2026 candidates [9]. CFO interim step and R and D/COO reshuffle timing are per company announcements.

Two nuances keep this from reading as chaos. First, the outgoing CEO's exit was orderly and disclosed well ahead — Kaldowski's succession was announced in May 2025, months before the handover, giving Bernard a running start. Second, institutional memory did not walk out the door: former CEO Lukas Braunschweiler sat on the Board through AGM 2025, and the Board deliberately layered in MedTech operators (Achermann from Straumann, Diggelmann from Smith and Nephew and Roche Diagnostics) rather than parachuting in outsiders. Still, an investor should size the key-person risk honestly: the people accountable for the next three years have, collectively, very little Sonova mileage.

The Board: independent in fact, not just in form

On paper the Board is a governance textbook. As of 31 March 2026 all members are non-executive and independent, and no director has held an executive role at Sonova in the prior three years [10]. Directors must retire at the first AGM after their seventieth birthday, the Board is capped at ten members, and no director may hold more than four listed-company mandates — real, enforced constraints, not aspirations [11] [12]. What makes the independence credible rather than cosmetic is the disclosure that, in 2025/26, no business relationships existed between any director and Sonova [13].

Source: FY2025/26 Annual Report, Board of Directors composition and committees [14] [15].

All three committees — Audit (chaired by Sika CFO Adrian Widmer), Nomination and Compensation (Roland Diggelmann), and a newly formed Technology and Innovation committee (Gilbert Achermann) — are staffed entirely by independent directors [16]. Expertise coverage is strong on MedTech operating experience and finance; the standing-up of a dedicated Technology and Innovation committee is a sensible response to the AI-hearing-aid arms race the company now competes in.

The tension is turnover. The Board is being rebuilt at the same time as management. At AGM 2025 Spoerry, Vice-Chair Stacy Enxing Seng and former-CEO Braunschweiler stepped off; Laura Stoltenberg came on. At AGM 2026 the Board proposed three further new independents — Ingrid Cotoros, Malina Man Lin Ngai and Hooi Ling Tan — while Lynn Dorsey Bleil and Ronald van der Vis chose not to stand for re-election, lifting the Board from eight to nine [17]. Board refresh is healthy; a refresh this deep, this fast, alongside a full management change, thins the bench of people who remember the last cycle.

Compensation: disciplined design, a mild pay-for-performance drift

Sonova's pay plan is one of the more shareholder-friendly in European MedTech, and it is worth being specific about why. The CEO's short-term incentive targets 80% of base salary and is earned against Group Sales, EBITA, free cash flow and EPS; the long-term plan targets 180% of salary and splits between performance options that vest only on return-on-capital-employed and performance share units that vest on Sonova's total shareholder return ranked against its Swiss Leader Index peers [18]. Crucially, the PSU payout is capped at 100% if Sonova's absolute TSR is negative, and options carry no over-achievement above target [19]. The company grants no contractual severance and generally forfeits unvested awards on departure [20]. These are the features activist governance investors ask for and rarely get.

Sources: FY2021/22 [21], FY2022/23 [22], FY2023/24 [23], FY2024/25 [24], and FY2025/26 [25] Compensation Reports.

Judged against size and performance, the pay is neither excessive nor obviously misaligned — but it drifted. CEO total compensation rose from CHF 3.71 million in FY2021/22 to CHF 3.92 million in FY2024/25 [26] [27], even as reported net income fell from roughly CHF 664 million to CHF 547 million and diluted EPS slid from CHF 10.35 to CHF 9.04 over the same window. Most of the rise was in steadily growing equity grants rather than cash bonus — the variable cash line swings correctly with results, collapsing to just CHF 0.28 million in the weak FY2022/23 year. Bernard's FY2025/26 figure of CHF 2.61 million is a part-year, on-boarding number against a full annual base salary set at CHF 1.0 million [28]; it is not comparable to the prior full years and should not be read as a pay cut.

Source: FY2025/26 Annual Report, Letter from the Chair of the NCC [29].

The say-on-pay history carries a small warning and a reassuring resolution. Shareholders vote each year on binding prospective maximums for Board and Group Executive pay plus an advisory vote on the compensation report. At the June 2025 AGM those passed comfortably — 94.4% for the Board, 90.0% for the executives, 92.2% for the report [30]. But the prior year the report vote had "fell below our expectations," prompting the committee to widen disclosure — an admission of real shareholder pushback that management then acted on [31]. That responsiveness is a positive signal; the recurrence risk is the item to watch. Actual FY2025/26 Group Executive pay of CHF 8.47 million came in well inside the CHF 16.8 million ceiling shareholders had approved, so the plan is not being run to its caps [32].

Directors are paid the way independence demands: a fixed cash retainer plus restricted shares, no variable or performance-based pay and no pension [33]. Total Board compensation was CHF 2.85 million for 2025/26, with new Chair Achermann receiving CHF 0.74 million [34] — restrained for a CHF-scale global MedTech, and structured to keep directors free to challenge management rather than beholden to the share price.

Alignment and skin in the game

This is where Sonova's ownership story is genuinely distinctive. The two founding families remain the anchor shareholders — Beda Diethelm and Annamaria Diethelm-Pandiani hold 11.26% and the family of the late Hans-Ulrich Rihs 6.18% — yet they exert no control: there is no shareholders' agreement between them and they can trade freely [35]. No single holder is near a majority, every share carries one vote, and the largest institutions — UBS Fund Management (5.5%), BlackRock (5.1%) and MFS (3.0%) — sit alongside the families [36]. That is close to the ideal ownership structure for an outside investor: patient founder capital committed to the long term, but with one-share-one-vote and no controlling block that could ride roughshod over minorities.

Source: FY2025/26 Annual Report, Shareholders [37].

Insider behaviour is harder to read here than for a US filer — Switzerland does not require the granular Form 4-style trade feed, and none is present in this dataset. What the record does show is genuine executive and director skin in the game, backed by hard minimums. Board members must each hold at least CHF 200,000 of Sonova stock, and active directors collectively held 53,378 shares at year-end [38] [39]. New CEO Bernard already held 4,685 shares plus 12,490 options within months of arriving [40]. And the bar is rising sharply: from 2026/27 the Chair and CEO must each hold shares worth 300% of their base fee/salary, other directors and executives 200% [41]. The company held 222,207 treasury shares against 59.6 million shares outstanding after completing a large buyback, so capital is being returned rather than used to dilute holders [42].

Governance risk and related-party dealings

The related-party file is clean, and that matters more than any single positive above. No payments were made to anyone closely related to current or former Group Executives during the year [43], no business relationships existed between directors and the company [44], and no loans were granted to any director or executive [45]. For a founder-anchored company, the absence of the usual related-party entanglements is exactly what you want to see.

The real governance risks are not integrity risks — they are transition and concentration risks:

The verdict

Grade: B+. Sonova pairs an A-grade governance framework with a B-grade governance situation. The independence, the alignment, the clean related-party record and the disciplined pay plan are all better than the MedTech average — this is a company built by owners who cared about doing it properly. What holds the grade below A- is straightforward: an almost total, simultaneous change of leadership concentrates execution risk in a team with little shared Sonova track record, at the exact moment the company is reshaping its portfolio. The compensation report vote that slipped in 2024 is a reminder that shareholder patience is not unconditional.

The single thing most likely to move the grade: two clean years from the new team — the strategy on track, the Consumer Hearing exit executed without governance friction, and say-on-pay approvals holding above 90% — would earn A-. A strategic stumble, an ugly divestment, or a renewed pay revolt would pull it to B.