Chapter 5

What the boardroom costs

Saratoga's five commissioners and three directors were paid Rp34,813 million in 2025 — 5.8 basis points of the Rp60,284 billion net asset value they oversee, and a figure that has stayed inside a narrow band for six years [1][2]. Almost none of it is equity. The long-term incentive plan transfers shares to directors at the market close on the day, so cash is effectively the whole of board pay, and the founder's 35.9% direct stake carries the alignment.

What the eight of them receive

The annual report publishes the remuneration of the Board of Commissioners and Board of Directors as a single combined figure split four ways. In 2025 that was Rp18,955 million of salary and holiday allowance, Rp11,910 million of bonus, Rp3,948 million of allowances and facilities, and Rp3,839,000 — three point eight million rupiah — under the heading "Long Term Incentive Program (Shares)" [3]. The four components sum to Rp34,817 million, which reconciles to within Rp4 million of the Rp34,813 million the audited related-party note reports as key management personnel compensation [4]. The same reconciliation holds in each of the four prior years, which is why the governance disclosure can be treated as the audited number decomposed rather than a separate presentation.

Sources: the combined BoC and BoD remuneration tables in the FY2025 [5], FY2024 [6], FY2023 [7], FY2022 [8] and FY2021 [9] annual reports. The share-based component is omitted from the chart because at Rp1.5–4.2 million a year it is not visible at this scale.

The audited series runs Rp34,700 million (2020), Rp32,271 million (2021), Rp34,825 million (2022), Rp41,633 million (2023), Rp34,416 million (2024) and Rp34,813 million (2025) [10][11][12]. Over six years the bill is 0.3% higher in nominal rupiah, against a portfolio that grew 76%, from Rp34,507 billion to Rp60,768 billion over the same period [13][14].

The bill against the assets

An eight-person board and a 67-person company sit on top of a portfolio the company values at Rp60,284 billion [15][16]. Expressed against that base, the board's pay has not exceeded 8.5 basis points since 2021, and it only reached that level in 2023 because net asset value fell 20% while remuneration rose 20%.

Sources: remuneration per the governance disclosures cited above and the audited related-party notes [17]; net asset value per the company's own NAV tables — FY2025 [18], FY2023 [19], FY2021 [20]; basis points derived.

Board pay is one line inside a wider cost base. Total operating expenses were Rp232,558 million in 2025, of which employees' salaries and other compensation were Rp130,595 million and share-based payments Rp8,972 million [21]. Total personnel cost of Rp139,567 million across 67 employees averages Rp2,083 million a head; the eight board members average Rp4,352 million and take a quarter of the personnel bill.

The arithmetic matters because cost drag is one of the standard explanations for a holding-company discount, and here it does not carry much weight. Capitalising the entire Rp232,558 million cost base in perpetuity at a 10% discount rate gives Rp2,326 billion, or 3.9% of net asset value; at 8% it is 4.8%. Board pay alone, capitalised the same way, is Rp348 billion — 0.6% of NAV. Against a gap between the Rp4,444 NAV per share at 31 December 2025 and the Rp1,760 close on 27 July 2026, the manager's cost explains something like four or five points of roughly sixty. A reader looking for the source of the discount will not find much of it here.

A third-party manager charging a 1.5% base fee on Rp60,284 billion of assets would bill Rp904 billion a year before any carry, which is 3.9 times Saratoga's entire corporate cost base of Rp232.6 billion and 26 times the Rp34.8 billion its eight named board members cost.

The variable part

Bonus is the component that moves most. It ran Rp14,646 million (2021), Rp15,729 million (2022), Rp18,970 million (2023), Rp10,732 million (2024) and Rp11,910 million (2025) — from 45% of total pay in the first three years to 31% and 34% in the last two [22][23][24][25][26].

Read against net asset value per share in the same year, the bonus points the wrong way: the largest bonus of the five, Rp18,970 million, was paid in the year NAV per share fell 19.8%, and the smallest, Rp10,732 million, in a year it rose 10.5%. Read with a one-year lag — bonuses paid in year N rewarding year N−1 — the fit improves in one place and fails in another. The 43% cut in 2024 does follow the 2023 drawdown, which is the clearest signal in the series. But the peak bonus of 2023 followed a year in which NAV per share rose 8.2%, while 2021's 78% gain was followed by the second-smallest bonus in the set. Neither reading produces a stable relationship.

The company describes the input rather than the formula. Director remuneration "takes into account the Company's financial and operational performance, achievement against approved budgets and business targets, and benchmarking against the industry peers" [27]. No metric, weighting, threshold or peer group is named, and no deferral or clawback was applied in 2025 [28]. Independent commissioners receive no bonus component at all, which the company states is to preserve their independence [29].

The measured read is that the bonus is discretionary rather than formulaic, sized by a committee against unpublished judgements, and that its one visible response to performance was to fall by nearly half after the worst year in the company's listed history. Publication of a metric, or of the split between the commissioners and the directors, would settle it; neither exists in any filing in the corpus.

An incentive plan the directors pay for

The long-term incentive programme reads like equity compensation and behaves like a mandated share purchase. On 1 July 2025 the three executive directors took 1,463,800 shares between them — Michael W.P. Soeryadjaya 182,300, Lany Djuwita Wong 595,900, Devin Wirawan 685,600 — at an exercise price of Rp1,575 [30]. On 1 July 2024 they took 1,982,400 shares at Rp1,480 [31]. On 1 July 2026 they took 1,860,200 shares at Rp1,560, spending close to Rp3 billion of their own money [32]. The Indonesia Stock Exchange closed at Rp1,560 on 1 July 2026: the exercise price is the market price on the day.

That mechanic is why the "Long Term Incentive Program (Shares)" line in the remuneration table is Rp3,839,000 against Rp2,305 million of shares changing hands. Almost no value is transferred at grant, because the directors pay for the shares. The accounting agrees: the consolidated share-based payment charge was Rp8,972 million in 2025, of which the board's share is 0.04% [33][34]. Essentially all of the equity value in the plan goes to the 64 people below board level.

The charge itself is shrinking while the plan grows. Successive board resolutions allocated 6,242,000 shares to the 2022–2025 programme, 13,247,000 to 2023–2026, 13,902,000 to 2024–2027 and 14,605,000 to 2025–2028, half time-vested and half performance-vested [35]. Over the same period the share-based expense fell from Rp45,533 million (2022) to Rp34,904 million (2023) [36], Rp18,625 million (2024) [37] and Rp8,972 million (2025) [38]. More shares are being promised and less value is being booked, because the grant-date fair value per share falls as the share price falls. A plan whose cost declines as the discount widens is a weak instrument for closing the discount.

Sources: LTIP allocations from Note 1d of the FY2025 Annual Report [39]; share-based payment charges from the operating expense notes of the FY2023 [40], FY2024 [41] and FY2025 [42] Annual Reports.

The plan also has a supply constraint. It is funded from treasury stock, and the June 2025 extraordinary meeting authorised only 5,500,000 treasury shares for distribution during the year [43]. With 15,002,100 shares left in treasury [44] and roughly five million going out a year, the pool supports about three more years at the current rate — the one mechanical reason the company might have to buy stock again, and a different motive from the discount arbitrage examined in Realisation Record.

Who sets the number

The general meeting votes only on a cap for the commissioners. The 25 June 2025 annual meeting set the maximum aggregate remuneration for all commissioners at Rp17,000,000,000 and delegated to those same commissioners the authority to set the directors' salaries, bonuses and allowances [45]. The cap has been Rp17 billion since 2023 and was Rp15 billion in 2021 and 2022 [46][47][48]. Because only the aggregate is published, the split between the two boards is undisclosed: the directors' share of the Rp34,813 million lies somewhere between Rp17,813 million and the full total, depending on how much of the cap the commissioners drew.

The recommendation comes from a three-member Nomination and Remuneration Committee chaired by an independent commissioner, with the other two seats held by the president commissioner and a senior manager who reports to the board of directors whose pay is being set [49]. Those seats were held at 31 December 2025 by Aria Kanaka as chairman, Edwin Soeryadjaya and Handianto Ganis [50]. Edwin Soeryadjaya is the president commissioner, the controlling shareholder and the ultimate beneficial owner, and is affiliated with both the commissioner Joyce Soeryadjaya Kerr and the president director Michael W.P. Soeryadjaya [51][52]. One of the three votes on directors' pay therefore belongs to the father of the president director [53].

The shareholder vote carries no information. The remuneration resolution passed with 12,397,567,662 shares in favour (99.69%), 6,629,688 against (0.05%) and 30,847,900 abstaining, on a register where three parties hold 89% [54]. At the same meeting the articles of association were amended so that directors and commissioners now serve until the close of the fifth annual general meeting [55] rather than the third [56], and the boards were reappointed for 2025–2030 [57][58]. Both long-serving independent commissioners, Sidharta Utama and Anangga W. Roosdiono, stepped down at that meeting and were replaced by Aria Kanaka and Stephanus Harjanto T [59]. Two of five commissioners are independent; both are new, and the reset happened in the same resolution that lengthened everyone's term.

One further delegation is worth recording because it governs the activity that actually determines net asset value. The Investment Committee is empowered to make investment and divestment decisions up to 10% of the company's equity without escalation [60]. On the Rp58,919 billion of consolidated equity at 31 December 2025 that is roughly Rp5,892 billion a transaction, or about US$351 million at the year-end mid rate of Rp16,782 [61][62] — roughly two to three and a half times the US$100–150 million of annual new investment management says it targets [63]. Its four members are Edwin Soeryadjaya as supervisor, Michael W.P. Soeryadjaya as chairman, and the two other directors; it met four times in 2025 with full attendance, and no independent commissioner sits on it [64].

Where the exposure actually sits

The pay disclosure describes a low-cost, cash-paid, discretionary arrangement over which minority holders have no vote. What makes it tolerable is not the design but the ownership.

Edwin Soeryadjaya held 4,865,971,990 shares directly at 31 December 2025, 35.872% of the company, plus a disclosed indirect interest of 2,242,824,635 shares [65]. His direct stake alone is worth Rp21,624 billion at the 31 December 2025 net asset value of Rp4,444 per share and Rp8,564 billion at the Rp1,760 close of 27 July 2026. The Rp13,060 billion difference is his personal share of the discount — 375 times the entire annual boardroom pay bill. The FY2025 dividend of Rp103.3 per share paid him roughly Rp503 billion in June 2026 [66], more than fourteen times what all eight board members earned in a year. Whatever is wrong with the incentive structure, it is not that the controlling shareholder who sits on the remuneration committee is indifferent to the share price.

Sources: shareholdings from the FY2025 Annual Report, Shareholder Information [67]; remuneration from Note 15 [68]; values derived at the Rp4,444 net asset value per share at 31 December 2025 [69] and the Rp1,760 market close of 27 July 2026 as reported.

He has also been buying. His direct holding rose by 8,504,400 shares during 2025 [70], including 960,000 shares on 16 July 2025 and a further 1.56 million on 12 August 2025, and he added 1.53 million more at an average Rp1,618.5 in early February 2026 [71].

Two facts cut against that reading.

The first is that the control block was a net seller in 2025. PT Unitras Pertama's holding fell from 4,438,610,000 to 4,289,610,000 shares — 149,000,000 shares, 1.1% of capital — while Edwin Soeryadjaya added 8,504,400, leaving the three principals down 140,495,600 shares on the year and the public float up from 9.96% to 10.995% [72][73]. That happened in the year the discount to published NAV widened to its five-year worst, and in a year the company itself bought back nothing. The disclosure does not let an outsider attribute the sale cleanly: the two Soeryadjaya commissioners' combined indirect interest fell by 74,500,000 shares, exactly half the Unitras disposal, and the two indirect figures exceed Unitras' own registered holding — by 29,425,215 shares at 1 January 2025 and by 103,925,215 at 31 December 2025 [74]. No price, counterparty or purpose is stated anywhere in the corpus.

The second is that the hired management has very little at stake. Michael W.P. Soeryadjaya, Lany Djuwita Wong and Devin Wirawan held 19,682,300 shares between them at 31 December 2025 — 0.145% of the company, worth about Rp34,641 million at Rp1,760 [75]. That is almost exactly one year of combined board pay. For the two directors who are not family, the annual salary is the dominant economic relationship with the company, and the incentive plan asks them to convert part of it back into stock at market price each July rather than granting them upside.

The related-party record supports the low-extraction reading rather than complicating it. The governance code prohibits personal loans to commissioners, directors and director-level executives [76], and none appears in Note 15. The Rp731,256 million related-party balance at 31 December 2025 is Rp704,605 million of declared but unpaid dividends from the Adaro-complex entities and Rp26,651 million owed by PT Mulia Gunung Mas, on which Rp16,351 million of interest was recognised [77]. The external audit fee was Rp4,650,000,000 in 2025 with Rp108,500,000 of non-audit work, a ratio that raises no independence question [78].

What would change the read

The evidence points to a board that is cheap, unusually stable in cost, and owned into the outcome at the top — and to a pay process that a minority holder cannot influence, cannot decompose between the two boards, and cannot tie to any published metric. On the numbers, extraction is not where the value is leaking: a sixty-point discount is not accounted for by a cost base worth about four points of net asset value once capitalised, of which board pay is roughly half a point.

Three things would move the assessment. A disclosed split between commissioner and director remuneration, with a stated performance metric, would convert a discretionary arrangement into a testable one. A repeat of the 2025 pattern — the control block selling into a widening discount while the company declines to repurchase — would suggest the family's revealed preference is liquidity rather than value, and would matter far more than the pay line. And a bonus that returns to Rp19 billion in a year net asset value per share falls again would settle the question the 2024 cut left open.

All figures in Indonesian rupiah as reported. No external research beyond the filing corpus was available for this chapter, so neither the PT Unitras Pertama disposal price nor peer holding-company remuneration could be confirmed outside the documents cited above.