Dear Shareholders,
On behalf of the Nomination and Compensation Committee (NCC), I am pleased to present the Compensation Report of dormakaba Holding AG for the financial year 2024/25.
dormakaba delivered a strong performance for 2024/25 and is well on track to achieve its mid-term targets. The year was characterized by consequent strategy execution which resulted in good organic growth and sustained margin expansion. Organic net sales growth was at 4.1%, driven by strong volume growth (2.4%) and pricing (1.7%). Profitability improved for the sixth consecutive semester, with the adjusted EBITDA margin expanding by 80 bps to 15.5%. Return on capital employed (ROCE) improved by 160 bps to 30.6%, thereby reaching the company’s mid-term target of over 30% one year ahead of plan. The results were completed by a significantly improved net debt and financial profile. dormakaba’s strong performance in financial year 2024/25 is reflected in the STI payout ratio for the Group of 118.5%.
Throughout the year, the NCC fulfilled its key responsibilities in overseeing succession planning for the BoD and EC, and shaping compensation practices that support the company’s strategic goals and performance culture.
At the AGM 2024, Marianne Janik and Ilias Läber were elected as independent members of the BoD. Marianne Janik is a leader with strong transformational skills and management track record in technology-oriented and industrial sectors. Ilias Läber brings many years of experience on the Board of Directors of various listed companies.
They replaced John Liu, who retired from the BoD, and filled the vacancy left by Till Reuter following his appointment as CEO as of January 2024 and his concurrent resignation from the BoD.
In February 2025, our CFO Christina Johansson sadly passed away after a prolonged illness. The BoD and EC honor her as a highly valued colleague and outstanding personality who significantly contributed to the successful development of dormakaba as a leading provider of access solutions. René Peter, Interim CFO since July 2024, was confirmed as CFO and a permanent member of the EC in March 2025.
Christian Baur joined the EC as President Key & Wall Solutions and OEM as well as Chief Transformation Officer (CTO) effective 1 January 2025. As President Key & Wall Solutions and OEM, he took over from Stefano Zocca, who decided to leave the company after 13 years to pursue new opportunities. The newly created role of CTO is designed to drive the execution of transformation initiatives to elevate the company’s performance. The introduction of this role at the top leadership level underscores the company’s commitment to transformation and execution.
As part of its regular activities, the NCC carried out a comprehensive review of our compensation framework and concluded that it remains well aligned with our business strategy, prevailing market standards and stakeholder expectations. Consequently, no structural changes were implemented during the reporting year. To maintain this alignment with our growth strategy and considering shareholdersʼ feedback, the NCC also reviewed the performance indicators of the variable pay programs to further strengthen the link between measurable performance and reward. Looking ahead to the financial year 2025/26, the Board will:
At the 2024 AGM, shareholders expressed strong support for our compensation approach. We received positive feedback on the key changes such as the simplification of the STI performance indicators framework to reward collective performance and the inclusion of Sustainability (ESG) targets in the LTI. Additionally, the increased transparency of the disclosure of performance indicators and outcomes contributed to significantly improved voting results. The maximum aggregate compensation amounts for both the BoD and EC were approved with 98% (prior year: 98%) of the votes, and the consultative vote on the Compensation Report also received a 98% (prior year: 85%) approval rate.
This positive outcome demonstrates that the ongoing dialogue with our shareholder’s representatives and investors is fruitful, and we would like to thank our shareholders for their continued trust and support.
Sincerely,
Svein Richard Brandtzaeg
Chair of the Nomination and Compensation Committee
This report outlines the principles that guide our compensation policy and the governance around compensation decisions, and provides detailed information on the compensation awarded to the Board of Directors (BoD) and Executive Committee (EC) for the financial year. It has been prepared in full compliance with Swiss Company Law, the SIX Swiss Exchange’s Directive on Information relating to Corporate Governance, and in line with the recommendations of economiesuisse’s Swiss Code of Best Practice for Corporate Governance.
As part of our ongoing dialogue with our investors and shareholders, the table below summarizes the main concerns they raised and the actions dormakaba has taken to address them.
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Concern raised |
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Our response |
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Disclosure |
Limited ex-post disclosure of STI targets |
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A detailed definition of each KPI can be found in the ‘Overview of short-term incentive performance objectives’ section. In addition, section ‘STI Performance’ provides relevant information about the performance achieved for each KPI and the resulting payout. Most of dormakaba’s competitors are privately held and disclose very limited financial and performance information. Disclosing further details about targets and performance is considered commercially sensitive information that would, if disclosed, lead to a competitive disadvantage and not serve the interest of our shareholders. |
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No disclosure of LTI performance targets for plans vested in the reporting year |
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The LTI performance targets for the grants vesting in 2024 and 2023 are disclosed in the section ’LTI performance’. |
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The LTI performance realized is not disclosed |
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The LTI payout disclosure is enhanced to include the target achievement, the payout calculation and vesting level of the LTI grants vesting in 2024 and 2025. |
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No disclosure of CEO-to-employee pay ratio |
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The Company will disclose the CEO-to-employee pay ratio as required by law, such as the EU Corporate Sustainability Reporting Directive. |
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EC Compensation System |
Rather high levels of compensation for EC and for the CEO in particular |
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The Total target remuneration for the EC including the CEO – covering base salary, target Short-term Incentive and granted Long-term Incentive – is purposely market aligned rather than market leading. For the EC it is benchmarked to the median of comparable companies in each executive’s national or regional talent market (using an independent provider’s database) and kept within a corridor of –20 % to +35 % of that median, while over 50 % of the package is performance-linked and paid only when demanding financial and sustainability goals are met. For the CEO it is benchmarked against a pre-defined comparator group as disclosed in the section ’Compensation Architecture for the EC’. The actual compensation paid reflects the performance of the Company. |