On Holding AG

2023 Compensation Report

On Holding AG - 2023 Compensation Report

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Dear Shareholders,

We are pleased to present On Holding AG's ("On") 2023 Compensation Report on behalf of the Nomination and Compensation Committee ("NCC") and the Board of Directors ("BoD"). On's compensation philosophy is rooted in the tenets of entrepreneurship, engagement and alignment. We are committed to a compensation strategy that supports our values, an entrepreneurial mindset and rewards exceptional performance, with the intention to create a unique environment of true partnership. On is committed to a compensation framework that creates and supports a diverse, fair and inclusive work environment, which allows a broad team to benefit from an appreciation for their hard work and grow within On to achieve full potential.

Our 2023 Compensation Report outlines On's overall compensation policy, principles and compensation framework. It discloses the compensation awarded to members of both the BoD and the Executive Board ("EB") throughout the 2023 financial year. The Compensation Report further highlights how our incentive structure and practices reflect our compensation philosophy and its core principles such as "Alignment to On's core values", "Reward entrepreneurial mindset and value contribution", "Alignment to long-term success of On", "Commitment to Diversity, Equity & Inclusion" as well as "Win with the best talent".

In 2023, the changes approved by the NCC and the BoD came into effect to consequently execute our compensation framework to fit our evolution as a public company, while maintaining the existing core principles at the center of our philosophy. An emphasis was put on the transition to

a new long-term incentive plan for our EB and our broader leadership team. The details of our new long-term incentive plan and other changes to our compensation framework took effect in 2023 and we will share its key elements in this report. We believe that these changes are well suited to further support the long-term shareholder value creation and align the interest of key talents with those of On, while recognizing and retaining talent to continue our successful journey as a public company.

The 2023 Compensation Report is compiled in accordance with the provisions on compensation set forth in Art. 732 et seq. of the Swiss Code of Obligations which are applicable to listed Swiss companies. Unless the context requires otherwise, the words "we", "our", "us", "On", "company" and similar words or phrases in the 2023 Compensation Report refer to On and its consolidated subsidiaries.

In line with the Swiss Code of Obligations and our Articles of Association, we will ask our shareholders to cast a prospective and binding vote on the maximum aggregate amount of compensation for the BoD for their term of office from the 2024 AGM to the 2025 AGM and for EB members for the financial year 2025. In addition, in line with Art. 735 para. 3 item 4 of the Swiss Code of Obligations we will ask our shareholders to endorse this 2023 Compensation Report in a consultative vote because our shareholders casted a prospective vote on the maximum aggregate compensation for the BoD and the EB members in relation to fiscal year 2023. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the compensation principles, policies and practices described in this 2023 Compensation Report. We look forward to receiving your support at the forthcoming AGM and thank you for your ongoing trust in On.

Sincerely,

Members of the Nomination and Compensation Committee

Alex Pérez (Chairman)

Amy Banse

Ken Fox

March 12, 2024

On Holding AG - 2023 Compensation Report

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Compensation Policy and Principles

Our compensation policy focuses on aligning the interests of our senior leaders with those of our shareholders as well as on attracting, motivating and retaining the best talent in a highly competitive global environment and those who are key to our long-term success. Across all levels and roles,

On is committed to a compensation strategy that supports our values and rewards exceptional performance. While we continue to refine our compensation framework as a public company, the core principles of our compensation philosophy remain unchanged:

Alignment to On's

core values

Reward entrepreneurial

mindset and value

Win with the best talent

contribution

Commitment to

Alignment to

diversity, equity

long-term

and inclusion

success of On

Compensation principles

align with shareholder interest

On Holding AG - 2023 Compensation Report

Compensation Policy and Principles

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Alignment to On's core values - since the very early days of On, we have focused not only on what we do as a team but also how we do it. On is built upon five spirits that serve as our values. The expectation is that these spirits are demonstrated and exhibited in every action and behavior taken by team members. When making decisions about compensation, an important factor considered is the performance of our team members, and how they embrace our five spirits in their demonstrated actions and behaviors and the impact it has on our culture. We believe one differentiating factor of On is the culture we have kept throughout the years and that remains core to our company strategy.

On rewards entrepreneurial mindset and value contribution - in what we call the Explorer Spirit at On, we encourage all our team members to challenge and rethink the 'status quo'. An entrepreneurial mindset and driving initiatives to create value is rewarded, be it in terms of recognition and additional responsibility or be it in the form of well-deserved compensation. We seek to directly link cash-based variable compensation to the achievement of the company targets we have set out for ourselves, which includes both financial targets and other key priorities. And we ensure a strong alignment between the contribution of our team members to achieving these targets and compensation.

Alignment to long-term success of On - we believe equity participation of our most senior workforce plays a pivotal role in creating an alignment of interests with shareholders. Positioning equity as the key element of compensation serves to incentivize individuals to prioritize and drive long-term value creating initiatives far above short-term target achievement.

On is committed to Diversity, Equity and Inclusion - we are committed to creating a work environment that is fair and inclusive, where all team members can succeed regardless of gender, race, social or ethnic origin, sexual orientation, age disability, religion, pregnancy, political opinion, trade union membership, nationality, social origin or other distinguishing characteristics. To support that, On is measuring and assessing compensation fairness against these diversity and inclusion aspects. Specifically, On focuses on assessing the fairness between genders and ethnical backgrounds per geography.

On can only win with the best talent - over the past fourteen years of our existence, we have been reminded time and time again that success does not come naturally. Success is a result of consistent, hard, teamwork and when everybody contributes, our team wins. And we look to build high-performance teams with the best people across the organization, committed to lead by example. For the attraction of the best talent, we leverage a number of global benchmark reports from established third-party providers for all roles to ensure market relevance compared to a peer group identified in terms of revenue, market capitalization, and industry focus.

On Holding AG - 2023 Compensation Report

Compensation Policy and Principles

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The way our philosophy translates into our compensation guidelines is shown below:

What we do

What we don't do

Align executive compensation program with shareholder interests

Weigh our executive pay mix toward variable/at-risk compensation, with incentive plans tied 100% to company financial performance and subject to reasonable payout caps

Consider relevant market practices when designing and setting our compensation programs

Analyze and review our compensation programs and practices on a yearly basis

Provide excessive benefits or perquisites

Guarantee any portion of our annual or long-term incentives

Enter into employment agreements with multi-year terms

On Holding AG - 2023 Compensation Report

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Compensation Governance

The compensation governance at On is comprised of three key bodies: the NCC who advises the BoD in terms of compensation-related matters, the BoD who ultimately approves and/or proposes for approval by the AGM the compensation-related matters and the shareholders of On who vote on total maximum compensation and the Compensation Report at the AGM. The On Articles of Association, the Organizational Regulations and the NCC Charter outline and define the roles and responsibilities of these bodies. The Articles of Association of On contain compensation governance provisions regarding:

  • Approval (binding and prospective) of compensation of BoD and EB members by the shareholders at the AGM, Art. 7 (11) and 21
  • Powers and duties of the NCC, Art. 19
  • General principles of compensation, Art. 20
  • Additional amount for the EB, Art. 22

The general division of duties, responsibilities and powers between these three key bodies of the compensation governance (NCC, BoD and AGM) are presented in the table below, in line with Art. 7 and Art. 19 of the Articles of Association.

NCC

BoD

AGM

Compensation strategy and guidelines

P

A

Compensation principles (Articles of Association)

P

A

A

(Subject to

(binding vote,

AGM Approval)

in case of changes)

Key terms of compensation framework for the BoD and EB

P

A

Total compensation of the BoD

P

A

A

(Subject to

(binding vote)

AGM Approval)

Total compensation of the EB

P

A

A

(Subject to

(binding vote)

AGM Approval)

Individual total compensation for the Co-CEOs

P

A

Individual total compensation for the other members of the EB

P

A

Employment and termination agreement for the Co-CEOs

P

A

Employment and termination agreement for other members of the EB

P

A

Compensation Report

P

A

A

(consultative)

A: Approve - P: Propose

On Holding AG - 2023 Compensation Report

Compensation Governance

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Role of the shareholders at the AGM

The BoD submits three separate compensation-related proposals for shareholder approval at the AGM (Art. 7, Art. 19 and Art. 21):

  • Vote I: Consultative vote for the Compensation Report of the preceding financial year
  • Vote II: Maximum aggregate amount of compensation of the BoD for the term of office from AGM until the next
    AGM
  • Vote III: Maximum aggregate amount of compensation of the EB for the following financial year

Composition and duties of the NCC

The NCC is composed of at least three members of the BoD (Art. 19) that are elected individually at the AGM by the shareholders on an annual basis pursuant to Swiss law and On's Articles of Association. All current members of the NCC are "non-executive" and "independent" in accordance with the provisions of the Swiss Code of Best Practice

for Corporate Governance. The NCC has the duties of supervision and governance of On's compensation frameworks and philosophy, compensation of the BoD and the EB as well as the performance evaluation of EB members. The Chairperson of the NCC ensures that the BoD is kept informed in a timely and adequate manner during the term of office with regard to the NCC's area of responsibility. Please refer to the Corporate Governance section for further details on NCC composition, duties and election. The Chairperson of the NCC convenes NCC meetings as often as the business of On requires, but at least twice a year.

Role of the Independent Compensation Consultant The NCC has engaged with Compensia, Inc. as its independent consultant for executive and management compensation topics. Compensia reports directly to the NCC, and provides review of the meeting materials, attends meetings as requested, provides market data and advises on evolving trends and best practices in compensation.

During the 2023 year, Compensia worked with the NCC and provided various services, including the following:

  • Review compensation peer group and pay philosophy;
  • Assess executive compensation practices against peer group and comparable public company norms;
  • Compare On's short- and long-term incentive plan design parameters relative to peers and market best practices;
  • Review the company wide equity compensation strategy, including grant levels, participation, vesting and aggregate usage; and
  • Formal review of the Independent Director compensation program.

For other compensation consulting services including survey data services, review of international compensation plans and policies and other non-executive reward practices, we engaged with Radford for most of our countries and Mercer for certain specific locations.

On Holding AG - 2023 Compensation Report

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Mandates outside the On Group

According to Article 23 of On's Articles of Association, limitations apply to mandates outside the On Group for members of On's Board of Directors and Executive Board. The following table provides an overview of mandates held that are subject to such limitations:

Independent Members of the Board of Directors

Alex Pérez

Invenda Group AG - Member of the Board

Point Break Capital GP Ltd. - Member and Director

A24 Films LLC - Member of the Board

Axonius Inc. - Member of the Board

Kenneth A. Fox

Erewhon Inc. - Member of the Board

Fireblocks Inc. Member of the Board

Khaite LLC - Member of the Board

Pleo Financial Services ApS - Member of the Board

Stella & Chewy's LLC - Member of the Board

Adobe Inc. - Member of the Board and Chair of the Compensation Committee*

Amy Banse

Lennar Corporation - Member of the Board*

The Clorox Company - Member of the Board*

Dennis Durkin

Oura Health Oy - Member of the Board

Members of the Executive Board

David Allemann

Rivr AG - Member of the Board

Swiss Institute Foundation - Member of the Board

Caspar Coppetti

Innhub La Punt AG - Member of the Board

Olivier Bernhard

SensoPro AG - Member of the Board

Innhub La Punt AG - Member of the Board

Martin Hoffmann

Namuk Holding AG - Member of the Board

Marc Maurer

Swiss Entrepreneurs & Startup Association - Member of the Board

* Mandates in listed companies

On Holding AG - 2023 Compensation Report

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Board of Directors Compensation

Elements of compensation

The Executive Members do not receive any compensation for their BoD membership, nor for any additional duties pursued in BoD committees. The compensation of the other members of the BoD consists of an annual base fee and an additional compensation awarded for duties pursued in BoD committees, such as Chairpersons or ordinary members of the Audit Committee as well as

the NCC. In order to ensure the independence of the members of the BoD in executing their supervisory duties, the compensation of the members of the BoD is in the form of a fixed amount fully compensated with On Class A ordinary shares1, payable in quarterly installments. We believe that the equity compensation for our BoD members, for their services as directors, reinforces alignment

with our shareholders and is consistent with our overall compensation philosophy to reward an entrepreneurial mindset and value contribution.

Compensation awarded to the Board of Directors in 2023 For 2023, in light of our philosophy of equal partnership, independent board members received the same annual base fee and additional compensation for duties in committees.

The following table outlines the total compensation, awarded in On Class A ordinary shares, in equity to the members of the BoD for their period of services in 2023 (audited).2

Members of the Board of Directors

Board

Audit

NCC

Compensation

Social security

Total BoD

(in CHF)

Committee

(2)

contributions (3)

compensation

Executive Members

David Allemann (1)

Co-Chairman

-

-

-

Caspar Copetti (1)

Co-Chairman

-

-

-

Olivier Bernhard (1)

Member

-

-

-

Independent Members

Alex Pérez

Member

Member

Chairman

280'503

-

280'503

Kenneth A. Fox

Member

Member

233'740

-

233'740

Amy Banse

Member

Member

286'498

-

286'498

Dennis Durkin

Member

Chairman

333'261

333'261

Total

1'134'002

-

1'134'002

  1. No compensation for Board of Director roles; refer to Executive Board Compensation section for details on compensation for executive activities.
  2. Represents gross CHF amounts settled in shares, valued at the applicable fair market value grant price of the quarterly grant allocation. The number of shares is determined by dividing each BoD member's pro-rata annual fee for the term of office by the applicable fair market value grant price for the respective quarterly grant. The fair market value grant price is determined as the average of the closing share prices of 10 trading days prior to the date of grant, subject to an administrative period of 2-3 business days to allow for the processing of grants.
  3. Employer-paidsocial security contributions.
  1. Technically distributed as fully vested RSUs upon grant date and distributed as shares as soon as practicable.
  2. Article 25 of On's Articles of Association allows for loans and credits of up to CHF 1'000'000 at market-based conditions to be granted to BoD members. In 2023, no loans or credits were made to BoD members.

On Holding AG - 2023 Compensation Report

Board of Directors Compensation

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Share ownership

The table below shows the shareholdings of the BoD as at

December 31, 2023.3

Class A Ordinary

%

Class B Voting

%

% of Total

% ofTotal Economic

Shares

Rights Shares

Voting Power

Ownership

Independent Members:

Alex Pérez (1)

11'338'036

4.0 %

-

- %

1.8 %

3.6 %

Kenneth A. Fox (2)

3'113'828

1.1 %

-

- %

0.5 %

1.0 %

Dennis Durkin

82'483

0.0 %

-

- %

0.0 %

0.0 %

Amy Banse

58'575

0.0 %

-

- %

0.0 %

0.0 %

Total

14'592'922

5.1 %

-

- %

2.3 %

4.6 %

  1. Refers to the number of shares held by Mr. Pérez in his capacity as a member of the Board of Directors and does not include any shares held by entities associated with Point Break Capital Management LLC.
  2. Refers to the number of shares held by Mr. Fox in his capacity as a member of the Board of Directors and does not include any shares held by entities associated with Stripes.

3 Overview does not include Executive Members of the Board of Directors (refer to section on share ownership of Executive Board).

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Disclaimer

On Holding AG published this content on 11 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 March 2024 10:07:25 UTC.