Architecture of Compensation of the Members of Group Management

The compensation for members of Group Management includes the following elements:

• fixed base salary
• variable compensation: short-term and long-term incentives
• benefits and perquisites.

Annual base salaries are established on the basis of the following factors:

• scope, size, and responsibilities of the role, skills required to perform the role;
• external market value of the role;
• skills, experience, and performance of the individual in the role.

To ensure market competitiveness, base salaries of the members of Group Management are reviewed every year, taking into consideration the company’s capacity to pay, benchmark information, market movement, economic environment, and individual performance.

The Performance Bonus is a short-term variable incentive, designed to reward the collective performance of the company (“Group performance”) and the individual performance of the incumbent, over a time horizon of one year. This variable compensation allows employees to participate in the company’s success, while being rewarded for their individual performance.

The Performance Bonus target (i.e. bonus at 100% target achievement) is reviewed annually and is expressed as a percentage of base salary. It amounts to 119% for the CEO and ranges from 43% to 77% for the other members of Group Management. Group performance accounts for 70% of the total bonus, while the achievement of unit/individual objectives accounts for 30%

The performance measures for the Group are proposed by the Nomination and Compensation Committee and approved by the Board of Directors. For 2020, they were the same as in previous years:

• EBIT (earnings before interest and tax) improvement during the year, relative to a peer group of companies;
  
• net sales growth during the year relative to the same peer group
• sustainability: reduction of CO₂ emissions per ton sold.
  

EBIT and net sales performance are measured based on an evaluation provided by an independent consulting firm, Obermatt. This benchmark compares and ranks Sika against the performance of a selected peer group of 22 companies, all industrial firms which were chosen because they have a comparable base of products, technology, customers, suppliers or investors, and are thus exposed to similar market cycles.

The intention is to reward Group Management based on the relative performance of the company, rather than its absolute performance because absolute performance may be strongly impacted by market factors that are outside the control of management.

For both EBIT and net sales, the objective is to reach at least the median performance of the peer group, which corresponds to a 100% payout factor. There is no payout for any performance below the lowest quartile of the peer group. Performance at the lowest quartile of the peer group corresponds to a payout factor of 50%. Performance at the uppermost quartile leads to a 150% payout factor, and, being the best in the peer group, leads to a 200% payout factor. Any payout factor between those levels is interpolated linearly.

The unit/individual performance includes personal objectives that are set as part of the annual performance management process. For the CEO and for the other members of Group Management, they are reviewed and approved by the Nomination and Compensation Committee. The personal objectives are mainly financial in nature, are clearly measurable and are split into two different categories:

• unit performance: includes performance objectives linked to the business under responsibility (Group, region, Target Market or Group function). These objectives either contribute to the top-line growth, bottom-line profitability or the efficient management of the company’s capital. In 2020, the Nomination and Compensation Committee decided to focus on EBIT (expressed as an improvement versus previous year);
  
• people and projects management: includes strategic and sustainability objectives, such as for example entry into new markets, introduction of new products, improvement of processes and operational efficiency, health and safety; and leadership objectives.
  

The weight of each category depends on the business priorities inherent to the respective function.

At the end of the financial year, the actual achievement is compared with the objectives that were set at the beginning of the year. The level of achievement for each objective corresponds to a payout percentage for that objective, which is always between 0% and 200%.

Considering the increasing focus on environment, social and governance (ESG) matters, the Performance Bonus now includes between 10% and 20% of ESG objectives: 10% relate to environmental matters, with the reduction of CO₂ emission objective, and for certain roles, 10% relate to social matters with the health and safety and/or the leadership performance objectives.

The overall bonus payout is capped and cannot exceed 150% of the Performance Bonus target. The Performance Bonus is paid out in April of the following year.

Sika’s compensation policy is designed to also align a significant portion of compensation of Group Management to the company’s long-term performance and to strengthen Group Management’s alignment with shareholders’ interests. Members of Group Management are eligible for a long-term incentive. The long-term incentive target is reviewed annually and amounts to 119% of annual base salary for the CEO, and ranges from 42% to 77% for the other members of Group Management.

The long-term incentive plan is a performance share unit (PSU) plan. At the beginning of the vesting period, a number of PSUs is granted to each member of Group Management. The PSUs vest after a period of three years, conditionally upon fulfilling two equally weighted performance conditions, the return on capital employed (ROCE) and relative total shareholder return (relative TSR). The ROCE objective is determined at the beginning of the vesting period by the Board of Directors and is measured at the end of the vesting period as the average ROCE of the first year, the second year, and the third year of the vesting period. Acquisitions are excluded from the ROCE calculation in the year of acquisition and for two additional calendar years. The relative TSR is measured in relation to a peer group as a percentile rank and the objective is to reach the median of the peer group. The peer group consists of all listed companies of the peer group used for the Performance Bonus as disclosed on page 92 of this report.

For both performance conditions, the maximum achievement level is capped at 200%, however the overall vesting level for the LTI is capped at 150%. This is in line with the compensation philosophy of the company to align pay with performance and to keep the incentive plan leverage at a reasonable level. The final share allocation is determined after the three-year performance period, based on the following vesting rules:

The shares are allocated at their market value (closing price at grant date on the SIX Swiss Exchange), shortly after the Annual General Meeting in the month of April following the three-year vesting period. In some countries where the allocation of shares may be illegal or impractical, the award may be settled in cash after the performance period.

In case of termination of employment due to retirement, death, disability, or in case of liquidation or a change of control, the unvested PSUs are subject to early vesting, prorated for the number of months that have expired from the grant date until the termination date and based on an achievement payout of 100%. In case of termination for any other cause, such as resignation or involuntary termination, the unvested PSUs are forfeited.

Clawback and malus provisions apply to both the Performance Bonus and the long-term incentive plans. In case of financial restatement due to non-compliance to accounting standards or fraud, and/or in case of violation of law or of internal rules by a member of Group Management, the Board of Directors may deem any Performance Bonus payment and/or unvested PSUs to be forfeited (malus provision) or may seek reimbursement of any paid Performance Bonus and/or allocated shares under the long-term incentive (clawback provision) within a period of three years after the year of restatement or of the fraudulent/non-compliant behavior.

The members of Group Management are required to own at least a minimum multiple of their annual base salary in Sika shares within four years of their appointment to Group Management, as set out in the table below.

In the event of a substantial rise or drop in the share price, the Board of Directors may, at its discretion, amend that time period
accordingly.

To calculate whether the minimum holding requirement is met, all vested shares are considered, regardless of whether they are
blocked or not. However, unvested PSUs are excluded. The Nomination and Compensation Committee reviews compliance with the
share ownership guideline on an annual basis.

As Group Management is international in its nature, the members participate in the benefits plans available in the country of their employment contract. Benefits consist mainly of retirement, insurance, and healthcare plans that are designed to provide a reasonable level of protection for the employees and their dependents in respect to the risk of retirement, disability, death, and illness. The members of Group Management with a Swiss employment contract participate in Sika’s pension plans offered to all employees in Switzerland. These consist of the pension fund of Sika Schweiz AG, in which base salaries up to an amount of CHF 135,090 per annum are insured, as well as a supplementary plan, in which base salaries in excess of this limit are insured up to the maximum amount permitted by law. Sika’s pension funds exceed the legal requirements of the Swiss Federal Law on Occupational Retirement, Survivors, and Disability Pension Plans (BVG). Members of Group Management under foreign employment contracts are insured commensurately with market conditions and with their position. Each plan varies in line with the local competitive and legal environment and at a minimum, in accordance with the legal requirements of the respective country.

Moreover, an early retirement plan is in place for members of the top management of Sika. The plan, entirely financed by the employer, is administered by a Swiss foundation. Beneficiaries may opt for early retirement from the age of 60, provided that they have been in a top management position for at least five years. Benefits under the plan are twofold:

• Fixed pension payment until the age of legal retirement. The amount of pension depends on the last fixed salary and the actual age at early retirement.
  
• Partial financing of the reduction in the regular pension due to early retirement. The amount, which may be received as life-long pension payment or as a capital contribution, depends on the actual age at early retirement and benefits already accrued in existing pension plans. This portion of the plan is only applicable to beneficiaries insured under a Swiss pension plan.
  

Members of Group Management are also provided with certain executive perquisites, such as a company car allowance and other benefits in kind, according to competitive market practice in their country of employment. The monetary value of these other elements of compensation is evaluated at fair value and is included in the compensation tables below.

The members of Group Management are employed under employment contracts of unlimited duration and are all subject to a notice period of one year, with the exception of the CEO, who reached the retirement age (65) in 2020 and is now subject to a reduced notice period of four months. Members of Group Management are not contractually entitled to termination payments, or any change of control provisions, other than the early vesting and early unblocking of share awards mentioned above. Their contract may foresee non-competition provisions that are limited in time to a maximum of two years and which allow compensation up to a maximum of six months.