The reshaping of Zurich-based derivatives specialist Leonteq following the arrival of Rainer-Marc Frey is gathering pace.

The board of directors is proposing Andreas Casutt as its new chairman. Former Siegfried CFO Reto Suter is also set to be nominated as a new board member, Leonteq announced on Tuesday. Shareholders will vote on the appointments at the extraordinary general meeting on September 21, 2026. The elections remain subject to final regulatory approval.

Frey Pushes for Share Buyback

At the same time, major shareholder Rainer-Marc Frey is making his influence felt. Through H21 Macro Limited, he indirectly holds 23.3 percent of Leonteq’s shares.

Frey is proposing that the board be instructed to launch a share buyback programme covering up to 5 million shares or a maximum of 100 million francs.

Under his proposal, the programme would be conducted via a separate trading line between the extraordinary general meeting and the end of June 2028.

His proposal is not fundamentally at odds with the board’s own plans. In July, the board had already confirmed its intention to launch a share buyback in early 2027, provided that the CET1 ratio remains sustainably well above 15 percent.

For 2026, Leonteq is also considering a total distribution through dividends and share buybacks equivalent to the group’s net profit.

While the board therefore supports a share buyback in principle, it is not making a voting recommendation on Frey’s specific proposal. Any buyback would also require approval from the Swiss Financial Market Supervisory Authority Finma, the Swiss Takeover Board and SIX Swiss Exchange.

Second Frey Proposal Faces Opposition

The new major shareholder and the board are further apart on another proposal.

Frey wants to amend the articles of association to allow board members to receive variable compensation in the form of Leonteq shares in addition to their fixed remuneration. The variable component would be linked to the performance of Leonteq’s share price and conditional on the acquisition or ownership of a specified number of shares. Any shares awarded would be subject to a lock-up period of at least three years.

The board is recommending that shareholders reject the proposal. It argues that variable, performance-related remuneration is not in line with best practice for non-executive directors of listed Swiss companies.

At present, at least 40 percent of board compensation is already paid in shares, which are subject to a three-year lock-up period.

Casutt Set to Become Chairman

In parallel, Andreas Casutt is set to succeed long-serving chairman Christopher Chambers.

The lawyer, born in 1963, is a partner at Zurich-based corporate law firm Niederer Kraft Frey (NKF) and served as chairman of pharmaceutical supplier Siegfried from 2014 until April 2026. He has also been a member of Mikron’s board since 2013.

The nomination marks a change from Leonteq’s original succession plan. Felix Oegerli had initially been designated as the new chairman. According to Leonteq, Oegerli has now decided to focus on his future role as a significant minority shareholder and will not stand for election.

Reto Suter is being proposed as another new board member. The finance executive, born in 1971, served as CFO of Siegfried from 2017 to 2026 and has experience spanning industry, financial services and private equity.

He also sits on the boards of Inficon and Accelleron, where he chairs the audit committee at both companies.

Le Baquer to Become Vice-Chairman

Philippe Le Baquer, a member of Leonteq’s board since 2021, is set to become vice-chairman following the extraordinary general meeting. He will succeed Philippe Weber.

Chambers and Weber will leave the board as previously announced. Chambers had chaired Leonteq for more than eight years.