v3.24.0.1
Share-based compensation (Tables)
12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangements [Abstract]  
Terms and Conditions of Share-based Payment Arrangement
Overview of the different programs:

On Employee Participation Plan (OEPP) 2018
Awards under the OEPP 2018 were granted as phantom shares. Any historical grants that remained outstanding at the time were exchanged for Restricted Stock Units (RSUs) in 2021. The RSUs under the OEPP 2018 met their full vesting requirements in connection with our IPO in September 2021, which constituted an exit event.

The RSUs have been largely settled in Class A ordinary shares. The remaining outstanding awards are pending approval from certain jurisdictions and will be distributed once such approval is granted.

Long Term Participation Plan (LTPP) 2018
Awards under the LTPP 2018 were granted either as options or as phantom shares. Any historical phantom shares that remained outstanding at the time were exchanged for RSUs in 2021. All grants under the LTPP 2018 were subject to a time-based vesting of three years following the respective grant date. The final grants met their vesting requirements in March 2023, at the end of their vesting term.

The remaining outstanding awards under the LTPP 2018 are fully vested and exercisable. Vested options may be exercised until the tenth anniversary of the contractual granting date.

Long Term Incentive Plan (LTIP) 2018
Awards under the LTIP 2018 were granted as options. All options under the LTIP 2018 met their vesting requirements either due to the exit valuation achieved during a private capital round in February 2020, or as a result of achieving the business continuation thresholds set out at the initiation of the plan.

The remaining outstanding awards under the LTIP 2018 are fully vested and exercisable. Vested options may be exercised until the fifth anniversary of the contractual granting date.

Long Term Incentive Plan (LTIP) 2020
Awards under the LTIP 2020 were granted as options, with the final grant issued in 2022. All options granted under the LTIP 2020 met their full vesting requirements in connection with our IPO in September 2021, which constituted an exit event.

The remaining outstanding awards under the LTIP 2020 are fully vested and exercisable. Vested options may be exercised until the seventh anniversary of the contractual granting date.
Founders' Plan
2021
In connection with On's IPO in 2021, certain employees of On who were not eligible for other equity compensation from an existing share-based compensation plan were awarded with a bonus for their contribution to the listing under the Founders' Plan 2021. Awards under the Founders' Plan 2021 were granted as RSUs. All RSUs under the Founders' Plan 2021 were not subject to any vesting requirements and were distributed once operationally feasible post the IPO.

The remaining outstanding awards are pending approval from certain jurisdictions and will be distributed once such approval is granted.
Tax Recognition Plan 2022
In 2022 and 2023, RSUs were granted to certain employees of On who were subject to elevated tax obligations in connection with prior grants of equity incentive awards or RSUs vesting in connection with the Company's IPO.

The RSUs immediately vested upon grant, subject to an administrative period to allow for the acceptance of awards by participants.
Service, License, and Investment Agreement (SLIA) 2019
In 2019, a “service, license and investment agreement” was negotiated between On and third parties, including the payment of share-based compensation in exchange for the services provided by the third parties. Awards under the SLIA 2019 were granted as options. The milestone-based vesting criteria include the achievement of certain Net Sales thresholds for the fiscal year ending December 31, 2023 as well as the fiscal year ending December 31, 2024. If the respective milestones are reached, the formal vesting of the options occurs upon publication of the annual report for the fiscal year ending December 31, 2023 as well as the fiscal year ending December 31, 2024, respectively.

Vested options may be exercised until the six month anniversary of the vesting date.
Compensation of
non-executive
members of the Board of Directors of On (BoD) 2019
Awards under the share-based compensation program for non-executive members of the Board of Directors are granted as RSUs. These awards are granted to On's non-executive board members that receive equity compensation for their services as members of On's Board of Directors on a quarterly basis.

The RSUs are not subject to vesting requirements and immediately vest upon grant, subject to an administrative period to allow for the acceptance of awards by participants.
Long Term Incentive Plan (LTIP) 2021
In 2021, the LTIP 2021 was implemented to replace the existing share-based compensation plans in place at the time and is the currently active share-based compensation plan for equity compensation to On's team members. In March 2023, the LTIP 2021 was amended with the revised vesting parameters described below.

Awards under the LTIP 2021 are granted as RSUs or Performance Stock Units (PSUs) and are subject to time-based and in the case of PSUs additional performance-based vesting conditions.

Subject to a participant's continuous employment and unless otherwise agreed in a participant's award agreement, 34% of RSUs granted vest on the first anniversary of the granting date; thereafter, 8.25% of the RSUs vest at the end of each quarter following the first anniversary of the granting date.

Any grant of PSUs is split equally between a two year performance cycle and a three year performance cycle. Subject to a participant's continuous employment, the achievement of the performance conditions as well as the resulting vesting factor and unless otherwise agreed in a participant's award agreement, the PSUs vest in full 24 months following the grant date (for a two year performance cycle) and 36 months following the granting date (for a three year performance cycle).

PSU grants to members of On's Executive Board are subject to a market-based award multiplier, based on the achievement of On's total shareholder return relative to a broad market index measured over the same two year and three year performance cycle.

Prior to the amendment in March 2023, grants were subject to time-based and in the case of PSUs additional performance-based vesting conditions. Subject to the participant's continuous employment and unless otherwise agreed in a participant's award agreement, 33 1/3% of the RSUs granted were scheduled to vest on the grant date and on the first anniversary of the granting date, respectively, so that the remaining 33 1/3% vest on the second anniversary of the grant. The PSUs granted were scheduled to vest on the third anniversary of the grant date, subject to the achievement of the performance conditions, measured over the performance cycle, and the resulting vesting factor.

In December 2022, to account for local laws in the U.S. that did not allow for grants to U.S. participants under the LTIP 2020, replacement grants were provided to U.S. participants that would have qualified for a grant under the LTIP 2020. These replacement grants were granted as RSUs under the LTIP 2021, and were agreed to vest immediately upon grant, to allow for the same economic benefit to the U.S. participants, that they would have otherwise received as a part of their qualification for a grant under the LTIP 2020 (further details on the LTIP 2020 can be found above).

Upon vesting, the awards are distributed to participants in the form of shares as soon as operationally feasible.
Schedule of Other Equity Instruments
A summary of activity under the plans as of December 31, 2023, December 31, 2022, and changes during the years ending on those dates, is presented below:


ProgramLTPP 2018LTIP 2018
Number of optionsWeighted average exercise price US$Number of optionsWeighted average exercise price US$
Awards outstanding at January 1, 20222,026,250 0.04 865,000 3.26 
Awards granted— n/a— n/a
Awards forfeited(31,250)0.11 — n/a
Awards exercised(746,250)0.03 (505,000)2.32 
Awards outstanding at December 31, 20221,248,750 0.04 360,000 4.59 
weighted average contractual life remaining (years)0.1n/a— n/a
with maximum term (years)0.2 n/a— n/a
thereof exercisable1,038,750 0.03 360,000 4.59 
Awards outstanding at January 1, 20231,248,750 0.04 360,000 4.59 
Awards granted—  n/a —  n/a
Awards forfeited(7,500)0.11 —  n/a
Awards exercised(680,118)0.03 (62,500)0.11 
Awards outstanding at December 31, 2023561,132 0.05 297,500 5.53 
weighted average contractual life remaining (years)— n/a— n/a
with maximum term (years)— n/a— n/a
thereof exercisable561,132 0.05 297,500 5.53 
ProgramLTIP 2020 Class A sharesLTIP 2020 Class B shares
Number of optionsWeighted average exercise price US$Number of optionsWeighted average exercise price US$
Awards outstanding at January 1, 20225,687,811 8.04 10,552,670 0.77 
Awards granted2,694,843 8.28 5,259,830 0.77 
Awards forfeited(2,500)7.73 — n/a
Awards exercised(3,440,590)7.87 — n/a
Awards outstanding at December 31, 20224,939,564 8.28 15,812,500 0.77 
weighted average contractual life remaining (years)— n/a— n/a
with maximum term (years)— n/a— n/a
thereof exercisable4,939,564 8.28 15,812,500 0.77 
Awards outstanding at January 1, 20234,939,564 8.28 15,812,500 0.77 
Awards granted—  n/a —  n/a
Awards forfeited— 7.89 —  n/a
Awards exercised(1,395,873)8.29 —  n/a
Awards outstanding at December 31, 20233,543,691 8.28 15,812,500 0.77 
weighted average contractual life remaining (years)— n/a— n/a
with maximum term (years)— n/a— n/a
thereof exercisable3,543,691 8.28 15,812,500 0.77 

ProgramOEPP 2018BoD 2019SLIA
2019
Awards outstanding at January 1, 2022130,000 16,833 4,700,000 
Awards granted— 31,612 — 
Awards forfeited— — — 
Awards exercised(115,000)(48,445)— 
Awards outstanding at December 31, 202215,000 — 4,700,000 
weighted average contractual life remaining (years)— — 2.1
with maximum term (years)— — 4.0
thereof exercisable15,000 n/a— 
Awards outstanding at January 1, 202315,000 — 4,700,000 
Awards granted— 44,966 — 
Awards forfeited— — — 
Awards exercised(8,750)(44,966)— 
Awards outstanding at December 31, 20236,250 — 4,700,000 
weighted average contractual life remaining (years)— — 1.1
with maximum term (years)— — 1.5
thereof exercisable6,250  n/a — 
ProgramLTIP 2021 RSUsLTIP 2021 PSUsFounders' Plan 2021Tax Recognition 2022
Awards outstanding at January 1, 20221,588 — 123,328 — 
Awards granted116,551 37,808 — 127,297 
Awards forfeited(507)— — — 
Awards exercised(110,467)— (69,997)(127,297)
Awards outstanding at December 31, 20227,165 37,808 53,331 — 
weighted average contractual life remaining (years)0.7 2.2 — — 
with maximum term (years)1.2 2.2 — — 
thereof exercisable— — 53,331 n/a
Awards outstanding at January 1, 20237,165 37,808 53,331 — 
Awards granted896,311 1,034,815 17,998 7,205 
Awards forfeited(37,393)(5,408)(20,331)— 
Awards exercised(55,829)— (17,998)(7,205)
Awards outstanding at December 31, 2023810,254 1,067,215 33,000 — 
weighted average contractual life remaining (years)1.0 1.7 — — 
with maximum term (years)2.2 2.2 — — 
thereof exercisable455 — 33,000  n/a
Schedule of Share Options
A summary of activity under the plans as of December 31, 2023, December 31, 2022, and changes during the years ending on those dates, is presented below:


ProgramLTPP 2018LTIP 2018
Number of optionsWeighted average exercise price US$Number of optionsWeighted average exercise price US$
Awards outstanding at January 1, 20222,026,250 0.04 865,000 3.26 
Awards granted— n/a— n/a
Awards forfeited(31,250)0.11 — n/a
Awards exercised(746,250)0.03 (505,000)2.32 
Awards outstanding at December 31, 20221,248,750 0.04 360,000 4.59 
weighted average contractual life remaining (years)0.1n/a— n/a
with maximum term (years)0.2 n/a— n/a
thereof exercisable1,038,750 0.03 360,000 4.59 
Awards outstanding at January 1, 20231,248,750 0.04 360,000 4.59 
Awards granted—  n/a —  n/a
Awards forfeited(7,500)0.11 —  n/a
Awards exercised(680,118)0.03 (62,500)0.11 
Awards outstanding at December 31, 2023561,132 0.05 297,500 5.53 
weighted average contractual life remaining (years)— n/a— n/a
with maximum term (years)— n/a— n/a
thereof exercisable561,132 0.05 297,500 5.53 
ProgramLTIP 2020 Class A sharesLTIP 2020 Class B shares
Number of optionsWeighted average exercise price US$Number of optionsWeighted average exercise price US$
Awards outstanding at January 1, 20225,687,811 8.04 10,552,670 0.77 
Awards granted2,694,843 8.28 5,259,830 0.77 
Awards forfeited(2,500)7.73 — n/a
Awards exercised(3,440,590)7.87 — n/a
Awards outstanding at December 31, 20224,939,564 8.28 15,812,500 0.77 
weighted average contractual life remaining (years)— n/a— n/a
with maximum term (years)— n/a— n/a
thereof exercisable4,939,564 8.28 15,812,500 0.77 
Awards outstanding at January 1, 20234,939,564 8.28 15,812,500 0.77 
Awards granted—  n/a —  n/a
Awards forfeited— 7.89 —  n/a
Awards exercised(1,395,873)8.29 —  n/a
Awards outstanding at December 31, 20233,543,691 8.28 15,812,500 0.77 
weighted average contractual life remaining (years)— n/a— n/a
with maximum term (years)— n/a— n/a
thereof exercisable3,543,691 8.28 15,812,500 0.77 

ProgramOEPP 2018BoD 2019SLIA
2019
Awards outstanding at January 1, 2022130,000 16,833 4,700,000 
Awards granted— 31,612 — 
Awards forfeited— — — 
Awards exercised(115,000)(48,445)— 
Awards outstanding at December 31, 202215,000 — 4,700,000 
weighted average contractual life remaining (years)— — 2.1
with maximum term (years)— — 4.0
thereof exercisable15,000 n/a— 
Awards outstanding at January 1, 202315,000 — 4,700,000 
Awards granted— 44,966 — 
Awards forfeited— — — 
Awards exercised(8,750)(44,966)— 
Awards outstanding at December 31, 20236,250 — 4,700,000 
weighted average contractual life remaining (years)— — 1.1
with maximum term (years)— — 1.5
thereof exercisable6,250  n/a — 
ProgramLTIP 2021 RSUsLTIP 2021 PSUsFounders' Plan 2021Tax Recognition 2022
Awards outstanding at January 1, 20221,588 — 123,328 — 
Awards granted116,551 37,808 — 127,297 
Awards forfeited(507)— — — 
Awards exercised(110,467)— (69,997)(127,297)
Awards outstanding at December 31, 20227,165 37,808 53,331 — 
weighted average contractual life remaining (years)0.7 2.2 — — 
with maximum term (years)1.2 2.2 — — 
thereof exercisable— — 53,331 n/a
Awards outstanding at January 1, 20237,165 37,808 53,331 — 
Awards granted896,311 1,034,815 17,998 7,205 
Awards forfeited(37,393)(5,408)(20,331)— 
Awards exercised(55,829)— (17,998)(7,205)
Awards outstanding at December 31, 2023810,254 1,067,215 33,000 — 
weighted average contractual life remaining (years)1.0 1.7 — — 
with maximum term (years)2.2 2.2 — — 
thereof exercisable455 — 33,000  n/a
Valuation Inputs, Other Equity Instruments
Parameters taken into account in the valuation:

For the year ended December 31, 2023

LTIP 2021December 18, 2023December 18, 2023September 26, 2023September 26, 2023
Grant dateClass A RSUsClass A PSUsClass A RSUsClass A PSUs
Share price on the measurement date (CHF)26.52 26.52 23.81 23.81 

LTIP 2021June 23, 2023June 23, 2023April 1, 2023April 1, 2023
Grant dateClass A RSUsClass A PSUsClass A RSUsClass A PSUs
Share price on the measurement date (CHF)26.72 26.72 28.34 28.34 


LTIP 2021March 28, 2023March 28, 2023March 9, 2023
Grant dateClass A RSUsClass A PSUsClass A RSUs
Share price on the measurement date (CHF)27.34 27.34 19.87 

BoD 2019March 27, 2023June 23, 2023September 26, 2023December 18, 2023
Grant dateClass A RSUsClass A RSUsClass A RSUsClass A RSUs
Share price on the measurement date (CHF)27.71 26.72 23.81 26.52 

Tax Recognition Plan 2022January 3, 2023
Grant dateClass A shares
Share price on the measurement date (CHF)20.84 
Founders' Plan 2021January 3, 2023
Grant dateClass A RSUs
Share price on the measurement date (CHF)20.84 
LTIP 2021March 31, 2022March 31, 2022June 24, 2022September 23, 2022
Grant dateClass A RSUsClass A PSUsClass A PSUsClass A PSUs
Share price on the measurement date (CHF)23.22 23.22 18.13 16.84 

LTIP 2021December 6, 2022December 19, 2022
Grant dateClass A RSUsClass A PSUs
Share price on the measurement date (CHF)16.83 15.25 
BoD 2019February 18, 2022March 31, 2022June 24, 2022
Grant dateClass A RSUsClass A RSUsClass A RSUs
Share price on the measurement date (CHF)23.04 23.22 18.13 

BoD 2019September 23, 2022December 19, 2022
Grant dateClass A RSUsClass A RSUs
Share price on the measurement date (CHF)16.84 15.25 
Tax Recognition Plan 2022December 19, 2022
Grant dateClass A shares
Share price on the measurement date (CHF)15.25 
Valuation Inputs, Share Options
For the year ended December 31, 2022

LTIP 2020December 6, 2022December 6, 2022
Grant dateClass A optionsClass B options
Share price on the measurement date (CHF)16.83 1.68 
Expected life of the award on the grant date (years)— — 
Exercise price (CHF)
7.26 - 10.65
0.73 
Expected dividend yield (%)— — 
Risk-free interest rate (%)n/an/a
Expected volatility of the share price (%)n/an/a
Option value (CHF)
6.18 - 9.57
0.96 



LTIP 2021March 31, 2022March 31, 2022June 24, 2022September 23, 2022
Grant dateClass A RSUsClass A PSUsClass A PSUsClass A PSUs
Share price on the measurement date (CHF)23.22 23.22 18.13 16.84 

LTIP 2021December 6, 2022December 19, 2022
Grant dateClass A RSUsClass A PSUs
Share price on the measurement date (CHF)16.83 15.25 
BoD 2019February 18, 2022March 31, 2022June 24, 2022
Grant dateClass A RSUsClass A RSUsClass A RSUs
Share price on the measurement date (CHF)23.04 23.22 18.13 

BoD 2019September 23, 2022December 19, 2022
Grant dateClass A RSUsClass A RSUs
Share price on the measurement date (CHF)16.84 15.25 
Tax Recognition Plan 2022December 19, 2022
Grant dateClass A shares
Share price on the measurement date (CHF)15.25