In accordance with the Articles of Incorporation and the Organizational Regulations of dormakaba Holding AG, the BoD is responsible for the principles underlying the compensation policy and for the compensation steering process; it is supported in this work by the NCC.
The NCC consists of at least three non-Executive members of the Board of Directors, who are elected annually and individually by the AGM for a period of a one-year term. At the AGM 2025, the shareholders elected Svein Richard Brandtzaeg (Chair), Stephanie Brecht-Bergen, Kenneth Lochiatto, and Ines Pöschel as members of the NCC. The composition of the NCC remained unchanged compared to AGM 2024.
The compensation for the EC and Senior Management is set as part of an annual process.
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Aug |
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Oct |
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Dec |
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Feb |
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June |
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Compensation policy review and compensation principles for next financial year |
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NCC BoD |
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Compensation planning and share award plan design |
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NCC BoD |
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NCC BoD |
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Compensation Report |
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NCC BoD |
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AGM |
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NCC |
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Maximum aggregate compensation amounts of the BoD and EC for next compensation period |
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NCC BoD |
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AGM |
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Compensation structure and level of BoD for next compensation period |
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NCC BoD |
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NCC BoD |
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Individual target compensation for EC members for next financial year 1) |
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CEO NCC |
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Individual short-term incentive payments to EC members for previous financial year 1) |
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CEO NCC |
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Individual share awards to EC members and Senior Management 1) |
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CEO NCC |
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CEO NCC |
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Review of external stakeholder feedback on compensation disclosure and (discussion of) changes for next disclosure |
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NCC |
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NCC |
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NCC |
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red: recommending body
blue: reviewing body
gray: approving body
1) Proposals related to CEO compensation are prepared by the NCC Chair and approved by the NCC.
The NCC meets as often as business requires, but at least three times a year. The number of meetings held and attendance details, including participation of members of executive management and external advisors, are provided in the Corporate Governance Report.
After each meeting, the NCC Chair reports to the BoD on the Committeeʼs activities. The minutes of the Committee’s meetings are available to BoD members.
The NCC may engage external advisors on specific compensation and governance matters. For the 2025/26 financial year, the NCC retained PricewaterhouseCoopers (PwC) as its independent compensation advisor. While PwC served as the Company’s statutory auditor until the conclusion of the 2025 Annual General Meeting (AGM), strict internal safeguards were applied throughout their tenure to ensure full compliance with auditor independence requirements regarding their advisory role. Following the AGM 2025, Ernst & Young (Switzerland) Ltd. (EY) was appointed as the new statutory auditor. EY does not hold any mandate to provide consulting or advisory services to the NCC.
The BoD values open dialogue with our shareholders and their representatives, investors, and proxy advisors and is committed to understanding their views on executive compensation. The answers to concerns raised can be found in the section Shareholder Engagement above.
Shareholders are involved and have decision-making authority on several compensation matters. They annually approve the maximum compensation amount for the BoD and for the EC in separate votes. Further, shareholders are asked annually for their opinion and feedback on the compensation policies and systems for both the BoD and the EC via a consultative vote on the Compensation Report. In addition, the principles of compensation are governed by the Articles of Incorporation, which have been approved by the shareholders.
The Articles of Incorporation include the principles of compensation applicable to the BoD and EC. These provisions can be found online and include: