On Holding AG 6-K, filed Mar 21, 2023
On Holding AG (ONON)
6-K
2023-03-21
For: 2022-12-31
View Original
Added on
July 07, 2026
About this 6-K
On Holding AG filed this 6-K on March 21, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2023
Commission File Number: 001-40795
On Holding AG
(Exact name of registrant as specified in its charter)
| Förrlibuckstrasse 190 | ||
| 8005 Zurich, Switzerland | ||
Tel:+41 44 225 1555
Fax: +41 44 225 1556
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F | ☒ | Form 40-F | ||||||||||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| On Holding AG | |||||||||||
| By: | /s/ Martin Hoffmann | ||||||||||
| Name: | Martin Hoffmann | ||||||||||
| Title: | Chief Financial Officer and Co-Chief Executive Officer | ||||||||||
Date: March 21, 2023
EXHIBIT INDEX
Exhibit Number | Description | ||||
99.1 | |||||
| 99.2 | |||||
Exhibit 99.1
On Announces Fourth Quarter and Full Year Results, and The Filing of Its Annual Report on Form 20-F for 2022
•On achieves strong full-year results in 2022, reaching net sales of CHF 1,222.1 million, surpassing the CHF 1 billion mark for the first time in history and growing by 68.7% year-over-year. The company reports a gross profit margin of 56.0%, net income of CHF 57.7 million, a net income margin of 4.7%, and an adjusted EBITDA margin of 13.5%, showcasing On's commitment to managing the company for long-term, sustainable growth and profitability.
•On reports fourth quarter net sales of CHF 366.8 million, growing by 91.9% year-over-year, driven by an exceptional underlying full-price demand throughout the holiday season across regions and channels.
•On's gross profit margin in Q4 2022 reached 58.5%, continuing the sequential improvement over the 2022 quarters and reflecting a normalization of operations to return to sea freight as the main mode of shipment.
•The ongoing exceptional demand for On's products, the strong product pipeline and multi-channel success gives the company confidence for achieving strong results in 2023. On the back of this, On anticipates reaching net sales of at least CHF 1.7 billion, a gross profit margin of approximately 58.5% and an adjusted EBITDA margin of 15.0% for the full year 2023.
•On continues to drive run culture with the launch of the global event series "On Track Nights", the unveiling of innovative technologies such as the next phase of CloudTec®, CloudTec Phase™, and the signing of reigning Olympic Champion triathlete Kristian Blummenfelt. In addition, On is taking its head-to-toe innovations to the tennis courts and has announced the signing of top-ranked tennis professionals, including women's number one ranked player, Iga Świątek.
ZURICH, Switzerland, March 21, 2023 - On Holding AG (NYSE: ONON) (“On,” “On Holding AG,” the “Company,” “we,” “our,” “ours,” or “us”) today announced its financial results for the fourth quarter and full year, and that it has filed its annual report on Form 20-F (the "Form 20-F") for the year ended December 31, 2022, with the U.S. Securities and Exchange Commission (the "SEC").
Martin Hoffmann, Co-CEO and CFO of On, said: “After a great year and exceptionally strong fourth quarter well beyond our own expectations, we are heading into 2023 with a lot of momentum and in a position of strength. After navigating through a challenging 2022, including supply shortages, tight production capacities and disruption of global trade lanes, we are looking forward to a great year with largely normalized operations. We have made significant progress in many areas in the 18 months since our IPO, which will set us up for ongoing success and market share gains. The rollout of our new website, the purchase of the on.com domain, our latest owned retail store in London and the next phase of CloudTec®, CloudTec Phase™, are only a selection of recent drivers that excite us about the opportunities which lie ahead. With the Paris Olympics in 2024 as an important medium term target, we will continue to invest in both our athlete team as well as pinnacle products at the forefront of innovation."
David Allemann, Co-Founder and Executive Co-Chairman of On, said: “We have often spoken about our commitment to drive growth while at the same time driving profitability. Finishing our first full year as a public company with net sales exceeding CHF 1.2 billion and a net income of CHF 57.7 million is a huge testament to the incredible work that our team continues to do every day. We are thrilled to see how our continued innovations are supporting the expansion into new consumer groups and are building our community of fans and incredible athletes. Running will continue to be our focus in 2023, but we are also extremely excited to announce On is increasing its presence on the tennis court too. We are honored that the women's world number one ranked player, Iga Świątek, and America's newest men's sensation, Ben Shelton, are joining the On team on this journey."
Key Financial Highlights
Key highlights for fiscal year 2022 compared to fiscal year 2021 included:
• net sales increased 68.7% to CHF 1,222.1 million;
• net sales through the DTC sales channel increased 61.4% to CHF 445.1 million;
• net sales through the wholesale sales channel increased 73.1% to CHF 777.0 million;
• net sales in North America, Europe, Asia-Pacific and Rest of World increased 80.3% to CHF 738.5, 36.1% to CHF 354.3 million, 87.7% to CHF 80.2 million and 310.5% to CHF 49.1 million, respectively;
• net sales from shoes increased 70.9% to CHF 1,167.5 million, net sales from apparel increased 30.2% to CHF 47.3 million and net sales from accessories increased 48.3% to CHF 7.4 million;
•gross profit increased 59.2% to CHF 684.9 million;
• gross profit margin decreased to 56.0% from 59.4%;
• net income increased to CHF 57.7 million from a net (loss) of CHF (170.2) million;
• net income / (loss) margin changed to 4.7% from (23.5)%;
• basic EPS Class A (CHF) increased to 0.18 from (0.59);
•diluted EPS Class A (CHF) increased to 0.18 from (0.59);
• adjusted EBITDA increased 71.4% to CHF 165.3 million;
•adjusted EBITDA margin increased to 13.5% from 13.3%;
•adjusted net income increased to CHF 90.6 million from CHF 31.1 million;
•adjusted basic EPS Class A (CHF) increased to 0.29 from 0.11; and
•adjusted diluted EPS Class A (CHF) increased to 0.28 from 0.11.
Key highlights for the three-month period ended December 31, 2022 compared to the three-month period ended December 31, 2021, included:
• net sales increased 91.9% to CHF 366.8 million;
• net sales through the direct-to-consumer ("DTC") sales channel increased 76.4% to CHF 149.4 million;
• net sales through the wholesale sales channel increased 104.3% to CHF 217.3 million;
• net sales in North America, Europe, Asia-Pacific and Rest of World increased 81.5% to CHF 242.1 million, 80.6% to CHF 79.6 million, 103.8% to CHF 21.6 million, and 680.5% to CHF 23.4 million, respectively;
• net sales from shoes, apparel and accessories increased 96.7% to CHF 353.4 million, 15.4% to CHF 11.5 million and 30.9% to CHF 1.8 million;
•gross profit increased 91.9% to CHF 214.6 million;
• gross margin remained unchanged at 58.5%;
• net (loss) changed to CHF (26.4) million from CHF (187.0) million;
• net (loss) margin changed to (7.2)% from (97.8)%;
• basic earnings per share (“EPS”) Class A (CHF) increased to (0.60) from (0.08);
•diluted EPS Class A (CHF) increased to (0.60) from (0.08);
• adjusted EBITDA increased 451.7% to CHF 61.8 million;
•adjusted EBITDA margin increased to 16.8% from 5.9%;
•adjusted net income increased to CHF 7.5 million from CHF (13.8) million;
•adjusted basic EPS Class A (CHF) increased to 0.02 from (0.04); and
•adjusted diluted EPS Class A (CHF) increased to 0.02 from (0.04).
Key balance sheet highlights as of December 31, 2022 compared to December 31, 2021 included:
•cash and cash equivalents decreased 43.2% to CHF 371.0 million; and
•net working capital was CHF 459.2 million which reflected an increase of 144.9%.
Adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic EPS, adjusted diluted EPS and net working capital are non-IFRS measures used by us to evaluate our performance. Furthermore, we believe adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic EPS, adjusted diluted EPS and net working capital measures enhance investor understanding of our financial and operating performance from period to period because they enhance the comparability of results between each period, help identify trends in operating results and provide additional insight and transparency on how management evaluates the business. Adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic EPS, adjusted diluted EPS and net working capital should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with IFRS. For a detailed description and a reconciliation to the nearest IFRS measure, see the section below titled “Non-IFRS Measures”.
Outlook
On finished the 2022 financial year on a high note and with a further record net sales quarter. The exceptional ongoing momentum across all regions, channels and product groups, combined with a normalization of product supply and significantly improved inventory position versus twelve months ago, has set On up to hit the ground running in 2023. Compared to a supply
constrained first quarter of 2022, On expects a net sales growth rate of 61% in the first quarter of 2023 versus the prior year period.
In line with On's mission and strategic focus to build a brand that is set up for the long-term by emphasizing controlled and durable growth, On expects to reach net sales of at least CHF 1.7 billion for the full year 2023. This represents a year-over-year growth rate of 39%, which takes into account approximately 300 basis points of the current foreign exchange headwinds and therefore reflects a currency-neutral growth rate of 42%.
As a result of the normalized supply chain environment, On currently does not expect exceptional air freight usage in 2023. Together with a strong inflow of recent products, which will enable a continued high share of full price sell-through, On foresees the continuation of the gross profit margin expansion towards the stated mid-term target of 60%. Considering current FX rates, On anticipates a full year 2023 gross profit margin of approximately 58.5%. Driven by ongoing scale gains in SG&A expenses, somewhat offset by an intended re-acceleration of marketing expenses, On expects its adjusted EBITDA margin for the full year 2023 to increase to 15%.
Other than with respect to IFRS net-sales and gross profit margin, On only provides guidance on a non-IFRS basis. The Company does not provide a reconciliation of forward-looking adjusted EBITDA to IFRS net income due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. As a result, we are not able to forecast with reasonable certainty all deductions needed in order to provide a reconciliation to net income. The above outlook is based on current market conditions and reflects the Company’s current and preliminary estimates of market and operating conditions and customer demand, which are all subject to change. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of risks and uncertainties, including those stated below and in our filings with the SEC.
Conference Call Information
A conference call is scheduled for March 21, 2023 at 8 a.m. US Eastern time (1 p.m. Central European Time). Those interested in participating in the call are invited to dial the following numbers:
United States: +1-561-771-1427
United Kingdom: +44-16-1250-8206
Switzerland: +41-91-261-1447
Germany: +49-69-244-37-186
China: 108-001-401-785 (Toll Free)
No access code necessary.
Additionally, a live webcast of the conference call will be available on the Company's investor relations website. Following the conclusion of the call, a replay of the conference call will be available on the Company's website.
Annual Report
The Form 20-F can be accessed by visiting either the SEC's website at www.sec.gov or the Company's website at investors.on-running.com/. In addition, the Company's shareholders may receive a hard copy of the Form 20-F, which includes the Company's complete audited financial statements, free of charge by requesting a copy from the Company contact below.
About On
On was born in the Swiss Alps with one goal: to revolutionize the sensation of running by empowering all to run on clouds. Thirteen years after market launch, On delivers industry-disrupting innovation in premium footwear, apparel, and accessories for high-performance running, outdoor, and all-day activities. Fueled by customer-recommendation, On’s award-winning CloudTec® innovation, purposeful design and groundbreaking strides in sportswear’s circular economy have attracted a fast-growing global fanbase — inspiring humans to explore, discover and dream on.
On is present in more than 60 countries globally and engages with a digital community on www.on.com.
Non-IFRS Measures
Adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic EPS, adjusted diluted EPS and net working capital are financial measures that are not defined under IFRS.
We use these non-IFRS measures when evaluating our performance, including when making financial and operating decisions, and as a key component in the determination of variable incentive compensation for employees. We believe that, in addition to conventional measures prepared in accordance with IFRS, these non-IFRS measures enhance investor understanding of our financial and operating performance from period to period, because they enhance the comparability of results between each period, help identify trends in operating results and provide additional insight and transparency on how management evaluates the business. In particular, we believe adjusted EBITDA, adjusted EBITDA margin, adjusted net income and net working capital are measures commonly used by investors to evaluate companies in the sportswear industry.
However, adjusted EBITDA, adjusted EBITDA margin, adjusted net income, adjusted basic EPS, adjusted diluted EPS and net working capital should not be considered in isolation or as a substitute for other financial measures calculated and presented in accordance with IFRS and may not be comparable to similarly titled non-IFRS measures used by other companies. The tables below reconcile each non-IFRS measure to its directly comparable IFRS measure.
As noted above, we do not provide a reconciliation of forward-looking adjusted EBITDA to IFRS net income due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. The amount of these deductions may be material and, therefore, could result in projected net income being materially less than projected adjusted EBITDA. These statements represent forward-looking information and may represent a financial outlook, and actual results may vary. Please see the risks and assumptions referred to in the Forward-Looking Statements section of this news release.
Forward-Looking Statements
This press release includes estimates, projections, statements relating to the Company's business plans, objectives, and expected operating results that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. In many cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "outlook," "believes," "intends," "estimates," "predicts," "potential" or the negative of these terms or other comparable terminology. These forward-looking statements also include the Company's guidance and outlook statements. These statements are based on management's current expectations but they involve a number of risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in the forward-looking statements as a result of risks and uncertainties, which include, without limitation: our ability to maintain the value and reputation of our brand; the current COVID-19 coronavirus pandemic and related government, private sector, and individual consumer responsive actions; our highly competitive market and increasing competition; and our ability to compete and conduct our business in the future; our ability to anticipate consumer preferences and to continue to innovate and to successfully develop and introduce new, innovative and updated products; the acceptability of our products to customers and our ability to connect with our consumer base; our ability to accurately forecast consumer demand for our products and manage product manufacturing decisions; changes in consumer tastes and shopping preferences and shifts in distribution channels; our international operations; our ability to expand internationally in light of our limited operating experience and limited brand recognition in new international markets; our ability to implement our growth strategy and manage our growth and the increased complexity of our business effectively; our ability to strengthen our direct-to-consumer channel; our ability to successfully open new store locations in a timely manner; seasonality; our third-party suppliers, manufactures and other partners, including their financial stability and our ability to find suitable partners to implement our growth strategy; our reliance on and limited control over third-party suppliers to provide materials for and to produce our products; the operations of many of our suppliers are subject to international and other risks; suppliers or manufacturers not complying with our Vendor Code of Ethics or applicable laws; our ability to deliver our products to the market and to meet consumer expectations if we have problems with our distribution system; our ability to distribute products through our wholesale channel; the availability of qualified personnel and the ability to retain such people; increasing labor costs and other factors associated with the production of our products in South Asia and South East Asia; the war in the Ukraine and its potential consequences, including changes in commodity, oil, material, distribution, air-freight and other operating costs; our ability to safeguard against security breaches with respect to our information technology systems; our compliance with privacy and data protection laws; our reliance on complex IT systems and any material disruption of our information systems, including security breaches; our ability to have technology-based systems function effectively and grow our e-commerce business globally; climate change, and related legislative and regulatory responses; increased scrutiny regarding our environmental, social, and governance; or sustainability responsibilities; an economic recession, depression, or downturn or economic uncertainty in our key markets; global economic, demographic, political and business conditions; health epidemics, pandemics and similar outbreaks, including the COVID-19 pandemic, the efficacy of vaccines and the prevalence of variants; our ability to source and sell our merchandise profitably or at all if new trade restrictions are imposed or existing trade restrictions become more burdensome; changes in governmental regulations or tax laws, including unanticipated tax liabilities; our ability to comply with trade and other regulations; fluctuations in foreign currency exchange rates; imitation by our competitors; our ability to protect our intellectual property and defend against allegations of violations of third-party intellectual property by us; conflicting trademarks and the prevention of sale of certain products; our exposure to various types of litigation; our generation of net losses in the past and potentially in the future; other factors that may affect our financial condition, liquidity and results of operations; our expectations regarding the time during which we will be an emerging growth company under the JOBS Act and a foreign private issuer; and other risks and uncertainties set out in filings made from time to time with the United States Securities and Exchange Commission and available at www.sec.gov, including, without limitation, our most recent reports on Form 20-F
and Form 6-K. You are urged to consider these factors carefully in evaluating the forward-looking statements contained herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements. The forward-looking statements made herein speak only as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances, except as may be required by law.
For investor and media inquiries
Investor Contact:
On Holding AG
Jerrit Peter
investorrelations@on-running.com
or
ICR, Inc.
Brendon Frey
brendon.frey@icrinc.com
Media Contact:
On Holding AG
Vesna Stimac
press@on-running.com
Source: On
Category: Earnings
Consolidated Financial Information
Consolidated statements of income / (loss)
| Year ended December 31, | Three-month period ended December 31, | |||||||||||||||||||||||||||||||||||||
| (CHF in millions) | 2022 | 2021 | % Change | 2022 | 2021 | % Change | ||||||||||||||||||||||||||||||||
| (Audited) | (Audited) | (Unaudited) | (Unaudited) | |||||||||||||||||||||||||||||||||||
| Net sales | 1,222.1 | 724.6 | 68.7 | % | 366.8 | 191.1 | 91.9 | % | ||||||||||||||||||||||||||||||
| Cost of sales | (537.2) | (294.3) | 82.5 | % | (152.2) | (79.3) | 92.0 | % | ||||||||||||||||||||||||||||||
| Gross profit | 684.9 | 430.3 | 59.2 | % | 214.6 | 111.8 | 91.9 | % | ||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | (599.8) | (571.4) | 5.0 | % | (199.9) | (289.3) | (30.9) | % | ||||||||||||||||||||||||||||||
| Operating result | 85.1 | (141.1) | (160.3) | % | 14.7 | (177.5) | 108.3 | % | ||||||||||||||||||||||||||||||
| Financial income | 5.7 | — | 100.0 | % | 2.5 | — | 100.0 | % | ||||||||||||||||||||||||||||||
| Financial expenses | (6.4) | (3.6) | 79.4 | % | (0.9) | (1.4) | (32.8) | % | ||||||||||||||||||||||||||||||
| Foreign exchange result | (6.5) | (14.9) | (56.3) | % | (40.7) | (12.2) | 232.6 | % | ||||||||||||||||||||||||||||||
| Income / (loss) before taxes | 77.9 | (159.6) | (148.8) | % | (24.4) | (191.0) | (87.2) | % | ||||||||||||||||||||||||||||||
| Income taxes | (20.2) | (10.6) | 89.4 | % | (2.0) | 4.0 | (148.6) | % | ||||||||||||||||||||||||||||||
| Net income / (loss) | 57.7 | (170.2) | (133.9) | % | (26.4) | (187.0) | (85.9) | % | ||||||||||||||||||||||||||||||
| Earnings per share | ||||||||||||||||||||||||||||||||||||||
| Basic EPS Class A (CHF) | 0.18 | (0.59) | (130.9) | % | (0.08) | (0.60) | (86.2) | % | ||||||||||||||||||||||||||||||
| Basic EPS Class B (CHF) | 0.02 | — | (0.01) | — | - | |||||||||||||||||||||||||||||||||
| Diluted EPS Class A (CHF) | 0.18 | (0.59) | (130.6) | % | (0.08) | (0.60) | (86.2) | % | ||||||||||||||||||||||||||||||
| Diluted EPS Class B (CHF) | 0.02 | — | (0.01) | — | - | |||||||||||||||||||||||||||||||||
Consolidated Balance Sheets
| (CHF in millions) | 12/31/2022 | 12/31/2021 | ||||||||||||
| (Audited) | (Audited) | |||||||||||||
| Cash and cash equivalents | 371.0 | 653.1 | ||||||||||||
| Trade receivables | 174.6 | 99.3 | ||||||||||||
| Inventories | 395.6 | 134.2 | ||||||||||||
| Other current financial assets | 33.2 | 30.1 | ||||||||||||
| Other current operating assets | 77.0 | 48.0 | ||||||||||||
| Current assets | 1,051.5 | 964.6 | ||||||||||||
| Property, plant and equipment | 77.2 | 34.4 | ||||||||||||
| Right-of-use assets | 151.6 | 177.9 | ||||||||||||
| Intangible assets | 70.3 | 57.5 | ||||||||||||
| Deferred tax assets | 31.7 | 2.2 | ||||||||||||
| Non-current assets | 330.9 | 271.9 | ||||||||||||
| Assets | 1,382.4 | 1,236.5 | ||||||||||||
| Trade payables | 111.0 | 45.9 | ||||||||||||
| Other current financial liabilities | 31.2 | 20.1 | ||||||||||||
| Other current operating liabilities | 81.7 | 121.7 | ||||||||||||
| Current provisions | 5.0 | 14.9 | ||||||||||||
| Income tax liabilities | 13.9 | 2.4 | ||||||||||||
| Current liabilities | 242.7 | 205.0 | ||||||||||||
| Employee benefit obligations | 6.3 | 5.9 | ||||||||||||
| Non-current provisions | 7.2 | 4.4 | ||||||||||||
| Other non-current financial liabilities | 138.8 | 167.2 | ||||||||||||
| Deferred tax liabilities | 17.9 | 5.6 | ||||||||||||
| Non-current liabilities | 170.2 | 183.1 | ||||||||||||
| Share capital | 33.5 | 33.5 | ||||||||||||
| Treasury shares | (26.1) | (25.0) | ||||||||||||
| Capital reserves | 1,105.1 | 1,044.0 | ||||||||||||
| Other reserves | — | (3.4) | ||||||||||||
| Accumulated losses | (142.9) | (200.6) | ||||||||||||
| Equity | 969.5 | 848.4 | ||||||||||||
| Equity and liabilities | 1,382.4 | 1,236.5 | ||||||||||||
Consolidated Statements of Cash Flows
| (CHF in millions) | 2022 | 2021 | ||||||||||||
| (Audited) | (Audited) | |||||||||||||
| Net income / (loss) | 57.7 | (170.2) | ||||||||||||
| Share-based compensation | 38.3 | 192.4 | ||||||||||||
| Employee benefit expenses | 4.8 | 1.1 | ||||||||||||
| Depreciation and amortization | 46.4 | 31.4 | ||||||||||||
| Loss / (gain) on disposal of assets | 0.9 | — | ||||||||||||
| Interest income and expenses | (0.8) | 2.8 | ||||||||||||
| Net exchange differences | (8.3) | 15.2 | ||||||||||||
| Income taxes | 20.2 | 10.6 | ||||||||||||
| Change in provisions | (7.4) | 4.4 | ||||||||||||
| Change in working capital | (285.8) | (74.4) | ||||||||||||
| Trade receivables | (78.6) | (47.0) | ||||||||||||
| Inventories | (273.0) | (31.8) | ||||||||||||
| Trade payables | 65.8 | 4.3 | ||||||||||||
| Change in other current assets / liabilities | (67.6) | 8.1 | ||||||||||||
| Interest received | 5.6 | — | ||||||||||||
| Income taxes paid | (31.0) | (4.4) | ||||||||||||
| Cash inflow / (outflow) from operating activities | (227.0) | 16.9 | ||||||||||||
| Purchase of tangible assets | (60.3) | (24.6) | ||||||||||||
| Purchase of intangible assets | (22.7) | (11.6) | ||||||||||||
| Payment of contingent considerations | — | (0.2) | ||||||||||||
| Cash (outflow) from investing activities | (82.9) | (36.4) | ||||||||||||
| Payments of lease liabilities | (15.4) | (13.3) | ||||||||||||
| Proceeds from issue of shares | — | 0.1 | ||||||||||||
| Net proceeds from the IPO | — | 618.2 | ||||||||||||
| Sale of treasury shares related to share-based compensation | 26.4 | 0.5 | ||||||||||||
| Equity transaction costs | — | (6.8) | ||||||||||||
| Interests paid | (4.7) | (2.8) | ||||||||||||
| Cash inflow from financing activities | 6.3 | 595.9 | ||||||||||||
| Change in net cash and cash equivalents | (303.6) | 576.4 | ||||||||||||
| Net cash and cash equivalents at January 1 | 653.1 | 90.6 | ||||||||||||
| Net impact of foreign exchange rate differences | 21.5 | (13.9) | ||||||||||||
| Net cash and cash equivalents at December 31 | 371.0 | 653.1 | ||||||||||||
Reconciliation of non-IFRS measures
Adjusted EBITDA and adjusted EBITDA margin
The table below provides a reconciliation between net income / (loss) and adjusted EBITDA for the periods presented. Adjusted EBITDA margin is equal to adjusted EBITDA for the period presented as a percentage of net sales for the same period.
| Fiscal year ended December 31, | Three-month period ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||
| (CHF in millions) | 2022 | 2021 | % Change | 2022 | 2021 | % Change | ||||||||||||||||||||||||||||||||||||||||||||
| Net income / (loss) | 57.7 | (170.2) | 133.9 | % | (26.4) | (187.0) | (85.9) | % | ||||||||||||||||||||||||||||||||||||||||||
| Exclude the impact of: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Income taxes | 20.2 | 10.6 | 89.4 | % | 2.0 | (4.0) | 148.6 | % | ||||||||||||||||||||||||||||||||||||||||||
| Financial income | (5.7) | — | 100.0 | % | (2.5) | — | 100.0 | % | ||||||||||||||||||||||||||||||||||||||||||
| Financial expenses | 6.4 | 3.6 | 79.4 | % | 0.9 | 1.4 | (32.8) | % | ||||||||||||||||||||||||||||||||||||||||||
Foreign exchange result(1) | 6.5 | 14.9 | (56.3) | % | 40.7 | 12.2 | 232.6 | % | ||||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | 46.4 | 31.4 | 47.7 | % | 12.7 | 12.0 | 5.8 | % | ||||||||||||||||||||||||||||||||||||||||||
Share-based compensation(2) | 33.8 | 198.5 | (83.0) | % | 34.4 | 176.2 | (80.5) | % | ||||||||||||||||||||||||||||||||||||||||||
Equity transaction costs(3) | — | 7.6 | (100.0) | % | — | 0.4 | (100.0) | % | ||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | 165.3 | 96.4 | 71.4 | % | 61.8 | 11.2 | 451.7 | % | ||||||||||||||||||||||||||||||||||||||||||
| Adjusted EBITDA margin | 13.5 | % | 13.3 | % | 16.8 | % | 5.9 | % | ||||||||||||||||||||||||||||||||||||||||||
(1) Represents the foreign exchange impact within the net financial result.
(2) Represents non-cash share-based compensation expense.
(3) In connection with the 2021 IPO, we have incurred expenses related to professional fees, consulting, legal, and accounting that would otherwise not have been incurred. These fees are not indicative of our ongoing costs.
Adjusted Net Income, Adjusted Basic EPS and Adjusted Diluted EPS
We use adjusted net income, adjusted basic EPS and adjusted diluted EPS as measures of operating performance in conjunction with related IFRS measures.
Adjusted basic EPS is used in conjunction with other non-IFRS measures and excludes certain items (as listed below) in order to increase comparability of the metric from period to period, which we believe makes it useful for management, our audit committee and investors to assess our financial performance over time.
Diluted EPS is calculated by dividing net income by the weighted average number of ordinary shares outstanding during the period on a fully diluted basis. For the purpose of operational performance measurement, we calculate adjusted net income, adjusted basic EPS and adjusted diluted EPS in a manner that fully excludes the impact of any costs related to share-based compensation and includes the tax effect on the tax deductible portion of the non-IFRS adjustments. In 2021, adjusted net income, adjusted basic EPS and adjusted diluted EPS also exclude transaction costs relating to our IPO.
The table below provides a reconciliation between net income / (loss) to adjusted net income, adjusted basic EPS and adjusted diluted EPS for the periods presented:
| Fiscal year ended December 31, | ||||||||||||||||||||||||||
| (CHF in millions, except per share data) | 2022 | 2022 | 2021 | 2021 | ||||||||||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||||||||||||
| Net income / (loss) | 51.4 | 6.3 | (156.0) | (14.2) | ||||||||||||||||||||||
| Exclude the impact of: | ||||||||||||||||||||||||||
Share-based compensation(1) | 30.1 | 3.7 | 181.8 | 16.6 | ||||||||||||||||||||||
Equity transaction costs(2) | — | — | 7.0 | 0.6 | ||||||||||||||||||||||
Tax effect of adjustments(3) | (0.8) | (0.1) | (4.4) | (0.4) | ||||||||||||||||||||||
| Adjusted net income / (loss) | 80.7 | 9.9 | 28.5 | 2.6 | ||||||||||||||||||||||
Weighted number of outstanding shares(5) | 282,195,495 | 345,437,500 | 264,171,208 | 241,333,048 | ||||||||||||||||||||||
Weighted number of shares with dilutive effects(5)(6) | 2,354,500 | 6,891,423 | 5,278,761 | 2,099,551 | ||||||||||||||||||||||
Weighted number of outstanding shares (diluted and undiluted)(4)(5) | 284,549,995 | 352,328,923 | 269,449,969 | 243,432,599 | ||||||||||||||||||||||
| Adjusted basic EPS (CHF) | 0.29 | 0.03 | 0.11 | 0.01 | ||||||||||||||||||||||
| Adjusted diluted EPS (CHF) | 0.28 | 0.03 | 0.11 | 0.01 | ||||||||||||||||||||||
| Three-month period ended December 31, | ||||||||||||||||||||||||||
| (CHF in millions, except per share data) | 2022 | 2022 | 2021 | 2021 | ||||||||||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||||||||||||
| Net income / (loss) | (23.5) | (2.9) | (166.2) | (20.8) | ||||||||||||||||||||||
| Exclude the impact of: | ||||||||||||||||||||||||||
Share-based compensation(1) | 30.6 | 3.7 | 156.6 | 19.6 | ||||||||||||||||||||||
Equity transaction costs(2) | — | — | 0.4 | — | ||||||||||||||||||||||
Tax effect of adjustments(3) | (0.4) | — | (3.1) | (0.4) | ||||||||||||||||||||||
| Adjusted net income / (loss) | 6.7 | 0.8 | (12.3) | (1.5) | ||||||||||||||||||||||
Weighted number of outstanding shares(5) | 283,102,252 | 345,437,500 | 276,607,211 | 345,437,500 | ||||||||||||||||||||||
Weighted number of shares with dilutive effects(5)(6) | 1,661,451 | 6,285,538 | — | — | ||||||||||||||||||||||
Weighted number of outstanding shares (diluted and undiluted)(4)(5) | 284,763,703 | 351,723,038 | 276,607,211 | 345,437,500 | ||||||||||||||||||||||
| Adjusted basic EPS (CHF) | 0.02 | — | (0.04) | — | ||||||||||||||||||||||
| Adjusted diluted EPS (CHF) | 0.02 | — | (0.04) | — | ||||||||||||||||||||||
(1) Represents non-cash share-based compensation expense.
(2) In connection with the 2021 IPO, we incurred expenses related to professional fees, consulting, legal, and accounting in 2021 that would otherwise not have been incurred. These fees were not indicative of our ongoing costs.
(3) The tax effect has been calculated by applying the local tax rate on the tax deductible portion of the respective adjustments.
(4) Weighted number of outstanding shares (diluted and undiluted) are presented herein in order to calculate adjusted basic EPS as adjusted Net Income for such periods.
(5) Original share numbers have been multiplied by 1,250 to give effect to the Share Capital Reorganization that took place in 2021.
(6) For the three-month period ended December 31, 2021, 8,248,683 shares and 8,329,740 shares were excluded from the diluted EPS calculation for Class A ordinary shares and Class B voting rights shares, respectively, as the impact of the shares are considered anti-dilutive.
Net Working Capital
Net working capital is a financial measure that is not defined under IFRS. We use, and believe that certain investors and analysts, use this information to assess liquidity and management use of net working capital resources. We define net working capital as trade receivables, plus inventories, minus trade payables. This measure should not be considered in isolation or as a substitute for any standardized measure under IFRS.
Other companies in our industry may calculate this measure differently than we do, limiting its usefulness as a comparative measure.
| Fiscal year ended December 31, | ||||||||||||||||||||||||||
| (CHF in millions) | 2022 | 2021 | % Change | |||||||||||||||||||||||
| Accounts receivables | 174.6 | 99.3 | 75.9 | % | ||||||||||||||||||||||
| Inventories | 395.6 | 134.2 | 194.8 | % | ||||||||||||||||||||||
| Trade payables | (111.0) | (45.9) | 141.6 | % | ||||||||||||||||||||||
| Net working capital | 459.2 | 187.5 | 144.9 | % | ||||||||||||||||||||||
On Holding AG 2022 Compensation Report Exhibit 99.2
On Holding AG — 2022 Compensation Report 2 Dear Shareholders, We are pleased to present On Holding AG’s (“On”) 2022 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 2022 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 2022 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 2022, the first full financial year following our IPO, the NCC and the BoD worked to further define 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 new long-term incentive plan as well as other changes to our compensation framework will take effect in 2023 compensation and we will highlight 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 interests of key talents with those of On, while recognizing and retaining talent to continue our successful journey as a public company. The 2022 Compensation Report is compiled in accordance with the Ordinance against Excessive Compensation (“OaEC”) applicable to listed Swiss companies and the Swiss Code of Obligations. Unless the context requires otherwise, the words “we”, “our”, “us”, “On”, “company” and similar words or phrases in the 2022 Compensation David Allemann Alex Perez (Chairman) Amy Banse Ken Fox March 21, 2023 Report refer to On and its consolidated subsidiaries. In line with the OaEC 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 2023 AGM to the 2024 AGM and for EB members for the financial year 2024. In addition, we will ask our shareholders to endorse this 2022 Compensation Report in a consultative vote. The vote on the 2022 Compensation Report is purely consultative and is conducted in line with the recommendation of the Swiss Code of Best Practice for Corporate Governance. 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 2022 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
On Holding AG — 2022 Compensation Report 3 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, Compensation principles align with shareholder interest Alignment to On’s core values Reward entrepreneurial mindset and value contribution Alignment to long-term success of On Commitment to diversity, equity and inclusion Win with the best talent Compensation Policy and Principles 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:
On Holding AG — 2022 Compensation Report 4 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 Explorer Spirit; the Athlete Spirit; the Team Spirit; the Survivor Spirit; and the Positive Spirit. The expectation is that these spirits are demonstrated and exhibited in every action and behavior taken by team members. By living these values, the intention is to create a unique environment of true partnership. This serves to promote the team spirit, collaboration and the shared accountability amongst the five executives to lead the company. Another example of how the five spirits link to our compensation philosophy is that the annual cash bonus component of all team members at On is linked to the company goals and is not tied to individual goals. This is to promote the team spirit and the ownership of every individual to the overall common objectives. 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 thirteen 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 organisation, 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. Compensation Policy and Principles
On Holding AG — 2022 Compensation Report 5 The way our philosophy translates into our compensation guidelines is shown below: Executive compensation is aligned with shareholder interests and linked to financial performance Provide excessive benefits or perquisites Our Executive compensation pay mix is heavily weighted toward variable/at-risk compensation, with executive incentive plans tied 100% to company financial performance and subject to reasonable payout caps Guarantee any portion of our annual incentive Consider relevant market practices when designing and setting our compensation programs Enter into employment agreements with multi-year terms Analyze and review our compensation programs and practices on a yearly basis What we do What we don’t do Compensation Policy and Principles
On Holding AG — 2022 Compensation Report 6 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: NCC BoD AGM Compensation strategy and guidelines P A Compensation principles (Articles of Association) P A (Subject to AGM Approval) A (binding vote, in case of changes) Key terms of compensation framework for the BoD and EB P A Total Compensation of the BoD P A (Subject to AGM Approval) A (binding vote) Total Compensation of the EB P A (Subject to AGM Approval) A (binding vote) Individual total compensation for the Co-CEO P A Individual total compensation for the other of the EB P A Employment and termination agreement for the CO-CEO P A Employment and termination agreement for the other of the EB P A Compensation Report P A A (consultative) A: Approve — P: Propose — Approval (binding and prospective) of compensation by the shareholders at the AGM, Art. 7 (8) 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.
On Holding AG — 2022 Compensation Report 7 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. The majority of the 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. With the intention for the NCC to be fully independent and composed of only “non-executive” Board Members as of On’s upcoming AGM in May 2023, David Allemann will not stand for reelection as member of the NCC. The remaining current members of the NCC will stand for reelection for a further term as NCC members, subject to shareholder approval. 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 2022 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; and — Review the company wide equity compensation strategy, including grant levels, participation, vesting and aggre- gate usage. 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. Role of the shareholders at the AGM The BoD submits three separate compensation-related proposals for shareholder approval at the AGM (Art. 7 and Art. 19): — 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. Compensation Governance
On Holding AG — 2022 Compensation Report 8 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 remaining 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 common 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 2022 The following table outlines the total compensation awarded and fully paid in equity to the members of the BoD for their period of services in 2022 (audited), consisting of the annual base fee for BoD memberships and additional compensation for duties in committees as per December 31, 2022:2 (1) No compensation for Board of Director roles; refer to Executive Board Compensation section for details on compensation for executive activities. (2) Elected to the Board of Directors at On's Annual General Shareholders’ Meeting on 24 May 2022. (3) Represents gross CHF amounts settled in shares prior to any deductions such as employee social security and income withholding tax, valued at the share price of the quarterly grant date. The number of shares is determined by dividing each BoD member’s pro-rata annual fee for the term of office by the contractually agreed share price as of On's IPO date. (4) Employer-paid social security contributions. Members of the Board of Directors (in CHF) Board Audit Committee NCC Compensation (3) Social security contributions (4) Total BoD compensation Executive Members David Allemann (1) Co-Chairman Member - - - Caspar Copetti (1) Co-Chairman - - - Olivier Bernhard (1) Member - - - Independent Members Alex Perez Member Member Chairman 41,666 - 41,666 Kenneth A. Fox Member Member 41,666 - 41,666 Amy Banse Member Member 230,046 - 230,046 Dennis Durkin (2) Member Chairman 144,435 144,435 Total 457,813 - 457,813 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 2022, no loans or credits were made to BoD members.
On Holding AG — 2022 Compensation Report 9 Share ownership The table below shows the shareholdings of the BoD as at 31 December 2022.3 Board of Directors Compensation 3 Overview does not include Executive Members of the Board of Directors (refer to section on share ownership of Executive Board). Class A Ordinary Shares % Class B Voting Rights Shares % % of Total Voting Power % of Total Economic Ownership Independent Members: Alex Perez (1) 12,743,573 4.5 % - - % 2.0 % 4.0 % Dennis Durkin 69,272 0.0 % - - % 0.0 % 0.0 % Kenneth A. Fox (2) 58,278 0.0 % - - % 0.0 % 0.0 % Amy Banse 51,690 0.0 % - - % 0.0 % 0.0 % Total 12,922,813 4.6 % - - % 2.1 % 4.1 % (1) Refers to the number of shares held by Mr. Perez 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.
On Holding AG — 2022 Compensation Report 10 Executive Board Compensation Elements of compensation The following section outlines On’s 2022 compensation framework for members of the EB, consisting of fixed and variable compensation elements. The fixed compensation includes base salary, as well as pension and other benefits (e.g. child, car and expense allowances). Variable compensation aligns pay with performance through the Annual Cash Bonus and an equity-based Long-Term Incentive Plan (“LTIP”). While the Annual Cash Bonus is dependent on the achievement of On’s Fixed compensation Variable compensation Elements of Compensation Base salary Social security, pension and other benefits Cash bonus Long-term incentive plan Purpose Base level of income throughout the year, taking into account roles and responsibilities but aligned across the executive team Participation in social security and pension plans as well as additional benefits such as child, car and expense allowance in line with local market practice Rewards the achievement of annual objectives on a company wide level Rewards the achievement of long-term goals and ensures alignment with shareholder interest and participation in the long-term success of On Performance period n/a n/a One year One to three years Perfomance measures n/a n/a Net Sales, EBITDA IRR (exit scenario), Net Sales (business continuation) Payout range n/a n/a 0 - 125% 0 - 100% Payment Cash Contributions to social security and pension plans / other benefits mostly cash Cash Options financial performance compared to budgeted financial full-year targets, the LTIP is dependent on a longer- term, multifaceted vesting schedule considering either shareholder value creation or achievement of long-term financial goals. The 2022 EB compensation elements are summarized in the following table:
On Holding AG — 2022 Compensation Report 11 Fixed compensation elements Base salary The base salary for members of the EB is typically paid in cash on a monthly basis. The base salary amount is defined based on market practice and the responsibility, experience and achievements of each member. The base salaries of the EB members are reviewed annually based on the above mentioned factors, whereby adjustments are made in line with market developments. Pension and other benefits Pension benefits are provided through On’s regular pension plan. In addition to pension coverage, other benefits such as health care plans, insurances, car allowances or equivalent contributions are additionally covered. These allowances are paid together with the EB members’ base salary. Variable compensation elements Annual Cash Bonus The Annual Cash Bonus rewards the EB based on overall company performance, supporting of compensation principle of rewarding an entrepreneurial mindset and value contribution to ensure strong alignment of pay and performance. The cash bonus plan is linked to short- term annual goals which are approved by the NCC and the BoD on an annual basis. For 2022, the Annual Cash Bonus was based on the achievement of two financial performance metrics, Net Sales and Adjusted EBITDA, as illustrated in the table above concerning elements of the EB compensation. At the beginning of the annual performance period, the NCC proposes, and the BoD approves, the minimum, target and maximum goals for the respective performance metrics. The financial performance metrics are derived from the company’s strategic business plan and aligned with a robust budget for the respective year. At the end of the performance period, the NCC proposes and the BoD approves the financial performance achievements against the original targets set. In terms of achievement of personal goals, the co-CEO/CFO proposes, the NCC reviews and the BoD approves the outcome for EB members. For performance at or below the minimum, no bonus is paid out, whereby on-target performance is awarded with a 100% payout. In the case of overperformance, up to a maximum payout of 125% of target can be earned. Additional detail related to 2022 goals and actual achievement is provided in a later section of the Compensation Report. Executive Board Compensation
On Holding AG — 2022 Compensation Report 12 Long-Term Incentive Plan For 2022, the plan in effect was the 2020 Long-Term Incentive Plan (“2020 LTIP”), under which the EB received the third and final Tranche C (further details disclosed below). The 2020 LTIP was finalized and implemented on July 8, 2020 as an equity-based element to complement On’s compensation framework succeeding existing equity incentive plans. The 2020 LTIP was designed to furnish all eligible equity program participants through a single plan. Members of On’s EB and selected senior employees of the company were eligible to participate in the 2020 LTIP, overall covering about 25% of On’s employee universe, ultimately elected by the BoD. The 2020 LTIP pursues an annual grant mechanism of stock options at Fair Market Value grant valuation as well as strike price of USD 7.734. Under the 2020 LTIP, Executives are eligible for 4’748’715 options5 to be granted in three equal installments (Tranche A, B and C) through the entire duration of the equity incentive plan. Implied grant value of yearly installments at time of plan introduction was CHF 13.5m6 for the entire EB. The 2020 LTIP was structured as a three year equity incentive plan comprising of a multifaceted vesting schedule considering either an exit scenario7 correlated to an implied Internal Rate of Return (“IRR”) achievement, or in the absence of such, pursuing a business continuation scenario based on the achievement of predefined long- term financial targets. With the public listing of On at NYSE at a listing price of $24 per share on 15 September 2021, conditions for an Exit Event at a 100% vesting scale were met as per the 2020 LTIP. Considering the Exit Event criteria being met premature, On’s NCC defined the following amendments to the 2020 LTIP, approved by the BoD on 22 August 2021: — Tranche A (FY2021 service period): stock options granted on 1 October 2021, vesting in full on 29 November 2021 with strike price at $7.73 per stock option. Shares converted (upon exercise of stock option) restricted (lock-up) until September 2022. — Tranche B (“IPO Bonus”): stock options granted on 1 October 2021, vesting in full on 29 November 2021 with strike price at $7.73 per stock option. Shares converted (upon exercise of stock option) restricted (lock-up) until September 2023. Executive Board Compensation — Tranche C (FY2022 service period): stock options granted on 6 December 2022, vesting in full at the grant date with strike price at $7.73 per stock option. Shares converted (upon exercise of stock option) restricted (lock-up) until September 2024. With the approval and implementation of a dual share class structure at the AGM in April 2021 and the share split at the EGM in August 2021, the 2020 LTIP was amended to reflect an allocation split of options granted to the EB across the two share classes, i.e. stock options to acquire Class A ordinary shares (two thirds | c. 66%) and stock options to acquire Class B voting shares (one third | c. 33%). The 2020 LTIP is administered by the NCC. During 2022, the NCC reviewed the entire company compensation policy including the implementation of a new long-term incentive plan for the FY2023 service period and beyond. More details are included in the Outlook 2023 section. 4 Represents Fair Market Value achieved during Equity Capital Round closed in February 2020 at a pre- money Equity Valuation of CHF 8’884.00 per share. A stock split of 1:1’250 had been approved at the Extraordinary General Meeting on 19 August 2021. Converted at USD/CHF 0.92. 5 Based on granted Class A share options as well as Class B share options on an as converted basis. 6 Calculated as the inner value of the granted options under the assumption of target IRR achievement of 30% p.a. over three years. 7 An exit event in the meaning of the 2020 LTIP was defined as (i) a listing, (ii) a private sale of at least 40% of the shares held by the then current non-executive shareholders or (iii) one current shareholder gains, whether directly or indirectly, ownership of more than 50% of the Company, (iv) a private sale of all or substantially all of the Company’s assets relevant for its business to a buyer, (v) a merger, consolidation or demerger, or (vi) another reorganization with a similar result as (ii), (iii) or (iv).
On Holding AG — 2022 Compensation Report 13 Peer group and benchmarking One of our core principles is to Win the Best Talent, which is supported through our compensation programs designed to attract, motivate and retain those critical to achieving the company’s long-term success. To assess the competitiveness of On’s EB compensation structure, the NCC conducts formal analyses relative to a peer group of companies that are similar to On in scope, products and services offered and geographical presence. Information gathered assists the NCC in setting pay levels and incentive programs consistent with the market. Beginning in 2022, we engaged with Compensia to review our existing peer group to ensure it reflected companies similar to On, demonstrating both high growth and strong consumer brands. We identified public companies headquartered in Europe and the U.S., that met the following selection criteria: — Retail/consumer product companies (focus on direct-to- consumer) and internet/e-commerce companies; — Similar revenue (0.5x - 2.5x On) and market capitalization (0.25x - 4x On); — Global presence; — High revenue growth; — Strong brand recognition; and — Recently public Executive Board Compensation When setting the EB’s pay levels, an orientation towards the 50% or 75% percentile of the respective market ranges was targeted. The NCC periodically reviews the peer group to ensure On’s compensation programs remain competitive against the most relevant external comparator companies. 2022 Peer Group Allbirds, Inc. Garmin Ltd. Burberry Group plc Lululemon Athletica, Inc. Beyond Meat, Inc. Moncler S.p.A Canada Goose Holdings, Inc. Oatly Group AB Crocs, Inc. Peloton Interactive, Inc. Deckers Outdoor Corporation Revolve Group, Inc. Deliveroo plc Sonos, Inc. Etsy, Inc. Under Armour, Inc. Farfetch Limited YETI Holdings, Inc. FIGS, Inc. Our peer group approved in 2022 to benchmark executive pay levels and practices included:
On Holding AG — 2022 Compensation Report 14 Compensation mix In 2022, the total compensation of the EB was split 92% into variable compensation and 8% into fixed compensation. Of the 92% variable compensation portion, 5% consisted of the Annual Cash Bonus and 95% of the target LTIP portion and social security contributions on equity compensation. The compensation mix serves to support our core principle of alignment with the long-term success of On. Executive Board Compensation Compensation awarded to the EB in 2022 (audited) (1) Employer-paid social security contributions on base salary and cash bonus. (2) Employer-paid pension contributions. (3) Other benefits comprise child allowance, car allowance and expense allowance. (4) The payment of the cash bonus occurs in the year following which the compensation is allocated to. (5) Based on LTIP 2020 grant date (6-Nov-22) option value of US$10.18 (211’054 A share options per Executive Board Member) and US$1.02 (1’051’966 B share options per Executive Board Member). (6) Employer-paid social security contributions on equity-related income. Fixed compensation Variable compensation Total compensation FY22 Executive Board Members (in CHF) Base salary Social security contributions (1) Pension contributions (2) Other benefits (3) Cash bonus (4) Awarded LTIP20 grant value (5) Social security contributions on equity compensation (6) David Allemann 225,000 28,062 33,808 33,636 165,000 3,019,054 460,502 3,965,062 Caspar Coppetti 225,000 27,927 33,751 24,944 165,000 3,019,054 220,701 3,716,377 Olivier Bernhard 225,000 28,197 34,058 34,836 165,000 3,019,054 333,940 3,840,085 Martin Hoffmann 225,000 27,787 31,051 27,722 165,000 3,019,054 237,406 3,733,020 Marc Maurer 216,250 27,301 30,998 29,480 165,000 3,019,054 227,750 3,715,833 Total 1,116,250 139,274 163,666 150,619 825,000 15,095,269 1,480,299 18,970,377
On Holding AG — 2022 Compensation Report 15 Outcome of the 2022 Annual Cash Bonus performance achievement For 2022, the Annual Cash Bonus was earned based on two equally weighted financial performance metrics8: Net Sales and Adjusted EBITDA. Achievement relative to each metric is assessed independently and threshold performance must be achieved to earn a payout for that metric. Once the threshold is achieved, it grows linear from 0% to 100% for a target achievement of 75% to 100%. Maximum payout on each metric is capped at 125% of target (see graph to the right). Actual 2022 performance on Net Sales was between the target and maximum performance levels. For Adjusted EBITDA the performance was above the maximum performance level, so the payout is capped at 125%. As illustrated in the table below, the overall performance achievement for the 2022 financial year by all EB members resulted in a final Annual Cash Bonus payout factor of 118.7% of the target bonus opportunity. Based on the target bonus opportunity of CHF 150’000 (66.67% of the base salary), the resulting bonus payout for each member of the EB would have resulted in CHF 178’050 (see illustration below). In line with one of the key pillars of our compensation philosophy, Alignment to On’s core values, and in this case specifically the team spirit, despite the actual bonus achievement of 118.7%, the NCC has exercised its discretion and adjusted the payout of the EB members to 110%. This is to align with the achievement of the rest of On’s team member’s bonus, which is based on overall Company objectives. The resulting payout for each member of the EB was therefore reduced to CHF 165,000. Executive Board Compensation 8 Refers to consolidated group financials. Net Sales 1’222.1m 111.3% Achievement THRESHOLD GOAL THRESHOLD GOAL MAXIMUM GOAL MAXIMUM GOAL TARGET GOAL TARGET GOAL 823.5m 1,372.5m1,098.0m Adj. EBITDA A x50% + B x50% = 118.7% payout factor 126.2% Achievement (Max Achieved) 98.3m 163.8m131.0m A B 165.3m Annual Cash Bonus Payout Curve Threshold Target 50% 50 % 0% 10 0% 15 0% 75% 100% 125% 150% Max PERFORMANCE AS % OF TARGET PA YO UT A S % O F TA RG ET
On Holding AG — 2022 Compensation Report 16Executive Board Compensation Total compensation awarded to the EB The total compensation for the EB for 2022 amounts in total to CHF 18.97 million (including social security contributions). 9 Class A ordinary shares or Class B voting rights shares that a person has the right to acquire within 60 days of December 31, 2022 are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights, but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all executive officers and directors as a group. Consequently, the Executive Board Members Class A Ordinary Shares % Class B Voting Rights Shares % % of Total Voting Power % of Total Economic Ownership David Allemann 5,483,389 1.9 % 101,225,000 29.0 % 16.9 % 4.9 % Caspar Coppetti 5,476,912 1.9 % 107,475,000 30.8 % 17.9 % 5.1 % Olivier Bernhard 7,160,662 2.5 % 113,725,000 32.6 % 19.2 % 5.8 % Martin Hoffmann 3,080,104 1.1 % 19,412,500 5.6 % 3.6 % 1.6 % Marc Maurer 2,560,142 0.9 % 19,412,500 5.6 % 3.5 % 1.4 % Total 23,761,209 8.4 % 361,250,000 nm 61.0 % 18.9 % Share ownership The table below shows the shareholdings of each EB member as of 31 December 2022, considering the number of directly held shares as well as shares that a person has the right to acquire beneficial ownership of within 60 days.9 Further compensation information All members of the EB have employment agreements with a twelve-months notice period, which are governed by applicable Swiss law. They are not entitled to severance payments. Their employment agreements also prohibit the EB members from competing against On for a period of up to 12 months after termination of the employment agreement. For the specified non-compete period, On agrees to pay or cause the payment of a compensation to the EB member for their compliance with this non-compete undertaking in an amount equal to 100% of the last base salary of the member (excluding any ancillary benefits and subject to deduction of any social security and further deductions). This is payable in monthly installments in arrears, until and for as long as the EB member complies with such non-compete undertaking. On may, however, at any time until the last day of employment waive compliance with the post-contractual non-compete. Following the termination date, On may only waive compliance with the non-compete subject to a notice period of three months whereupon such compensation payments will no longer be due. In 2022, no loans or credits were made to EB members.10 denominator used for calculating such a percentage may be different for each beneficial owner. The numbers and percentages below will not foot due to the unique calculus required by Rule 13d-3 of the Securities Exchange Act of 1934, as amended. 10 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 EB members.
On Holding AG — 2022 Compensation Report 17 For 2023 the NCC developed a fundamental update to the existing compensation framework with the goal to balance the principles of our compensation philosophy with public company practices. The primary objective is to strengthen future long-term value creation and align the interests of the EB and extended leadership team with those of On, as well as, recognizing and retaining talent to continue our successful journey as a public company. The following paragraphs outline the company’s planned changes to the compensation framework for 2023. Outlook for 2023 compensation For the independent members of the BoD, this includes the following: — In light of our philosophy of equal partnership, the annual base fee for BoD members is proposed to be USD 250’000 and an additional USD 50’000 for Committee Chair Roles; both fully paid in equity. For the EB, we believe in developing a strong pay-for- performance compensation program that motivates our EB members to create value for On and its shareholders. For this reason, we will be introducing some changes to our EB compensation, this future compensation framework is summarized in the graph below: PAY MIX (Starting from 2023) REPORTING YEAR LTI GRANT REPORTING YEAR +1 REPORTING YEAR +2 REPORTING YEAR +3 LTI at target 100% PSUs 2 & 3-year performance / vesting period Annual bonus in cash at target Annual bonus in cash at target Vesting of LTI Vesting of LTI Additional compensation Additional compensation Base salary Base salary
On Holding AG — 2022 Compensation Report 18 Co-CEOs and Executive Members of the Board Pay Mix While we maintained an equal compensation for all EB members in 2022, the NCC has decided to differentiate the compensation received by the Co-CEOs and the Founders / Executive Members of the Board going forward. In 2023, the total target compensation of the Co-CEOs will be split around 91% variable compensation and 9% fixed compensation. The elements of the variable target compensation are 16% of an annual cash bonus and 75% of the target LTI portion11. For the Founders and Executive Members of the Board, the variable compensation will be around 93% and 7% fixed compensation. The elements of the variable target compensation are, 7% of an annual cash bonus and 86% of the target LTI portion11. Annual Cash Bonus For 2023, the Annual Cash Bonus performance metrics will again consist of two equally weighted financial performance metrics: Net Sales and Adjusted EBITDA. Achievement relative to each metric is assessed independently and threshold performance must be achieved to earn a payout for that metric. For 2023, we are considering market practices, when it comes to setting our threshold performance levels. The maximum payout on each metric will further be capped at 150% of target. 11 Social Security contributions on equity compensation are not included in the target compensation, given they are dependent on the timing of individual option exercise electionsequity distributions and other personal circumstances. Co-CEOs Base salary Social security & other benefits Bonus Target LTI Founders / Executive Members of the Board 8.6% 73.0% 83.6% 6.8% 6.8% Outlook for 2023 compensation 15.9%
On Holding AG — 2022 Compensation Report 19 Long-Term Incentive Plan Beginning in 2023, EB members will be transitioning from the 2020 LTIP plan to the LTIP 2021 plan, specifically as it pertains to the 2023 grant allocation. The purpose of the LTIP 2021 plan is to attract, retain and motivate high quality personnel by providing them with equity ownership opportunities and performance-based incentives to increase their commitments for and in the best interest of the company and its subsidiaries. The transition to this new Plan has been driven by the intention to provide EB members with rewards in line with the new positioning of On as a public company. The LTIP 2021 Plan will further reinforce management’s alignment with those of shareholders, as well as encourage sustainable long-term value-creation for shareholders and the company. This new Plan completes On’s compensation framework by offering executives the opportunity to participate in the long-term success of the group. The following provides an overview of the plan, whereby specifics will be disclosed in the 2023 Compensation Report. EB members will receive an annual PSU grant consisting of two tranches, one with a two-year and one with a three- year performance period. The respective performance period achievement will determine the number of PSUs eventually vesting at the two and three-year anniversary of the grant date. The vesting factor of PSUs will depend on the achievement of On in certain performance metrics, specifically tied to the company’s financial performance, as well as subject to a modifier related to our stock performance. For the rest of On Team Members, we have made significant progress to ensure our compensation framework is effective at attracting, motivating and retaining the best talent in a highly competitive global environment and those who are key to our long-term success. For the 2023 year, we have introduced some changes that pertain to our team members: — We have set a meaningful budget for our annual salary review process, to ensure we can stay competitive to the markets where we hire individuals, as well as support our team members located in countries that have experi- enced high inflation rates. — For senior levels, we have shifted their compensation mix, to higher cash and lower equity targets, to be more in line with other companies practices; we expect this change to make significant improvements in attracting top talent. — All team members that are eligible for LTI will be part of the LTIP 2021 plan; where senior levels will receive a split of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs), while the rest of team members will receive RSUs with a three-year graded vesting schedule; the RSUs will have a cliff-vesting after the first year, and subsequently quarterly vestings. We think this change will have a significant impact in our ability to attract and retain talent. Outlook for 2023 compensation
Report of the statutory auditor to the General Meeting of On Holding AG Zurich Report on the audit of the compensation report Opinion We have audited the compensation report of On Holding AG (the Company) for the year ended 31 December 2022. The audit was limited to the information on compensation, loans and advances pursuant to Art. 14 to 16 of the Ordinance against Excessive Remuneration in Listed Companies Limited by Shares (Ordinance) in the tables marked 'audited' on pages 8 and 14 of the compensation report. In our opinion, the information on compensation, loans and advances in the accompanying compensation report com- plies with Swiss law and article 14 to 16 of the Ordinance. 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 compen- sation 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 the tables marked 'audited' in the compensation report, the consolidated finan- cial statements, the 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 assur- ance 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 compen- sation 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 on compensation, loans and advances pursuant to article 14 to 16 of the Ordinance is free from material misstatement, whether due to fraud or error, and to PricewaterhouseCoopers AG, Birchstrasse 160, Postfach, 8050 Zurich, Switzerland Telefon: +41 58 792 44 oo, www.pwc.ch PricewaterhouseCoopers AG is a member of the global PricewaterhouseCoopers network of firms, each of which is a separate and independent legal entity.
issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guar- antee 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 re- port. As part of an audit in accordance with Swiss law and SA-CH, we exercise professional judgment and maintain profes- sional scepticism throughout the audit. We also: • Identify and assess the risks of material misstatement in the compensation report, whether due to fraud or error, de- sign and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropri- ate 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 appropri- ate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's in- ternal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and re- lated 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 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 safe- guards applied. PricewaterhouseCoopers AG Patrick Balkanyi Samuel Haring Licensed audit expert Licensed audit ex Auditor in charge Zurich, 21 March 2023 Enclosure: • Compensation report 3 On Holding AG I Report of the statutory auditor to the General Meeting