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Compensation system for the members of the Executive Board

2023 was a year of transition for adidas in which we began to re-adjust the strategic focus and concentrate on generating incremental sales growth and stabilizing absolute operating profit. Given the changed strategic direction, the Supervisory Board of adidas AG reviewed and revised the compensation system for the members of the Executive Board.

The new compensation system effective as of January 1, 2024, was resolved by the Supervisory Board following according preparation and recommendation by the General Committee and will be presented for approval to the Annual General Meeting of adidas AG on May 16, 2024, in accordance with §120a section 1 German Stock Corporation Act (Aktiengesetz - AktG).

The main changes to the Executive Board compensation system comprise, in particular, the

  • slight adjustment of the weighting of the variable compensation components
  • slight revision of the Performance Bonus:
    • increase of the weighting of the financial performance criteria to a total of 80% and a corresponding reduction of the weighting of the individual, non-financial or ESG criteria to a total of 20%
    • adjustment of the maximum target achievement to 180% in line with the compensation system of the senior management
  • comprehensive revision of the Long-Term Incentive Plan ('LTIP'):
    • implementation of a Performance Share Plan reflecting the share price and dividend development
    • extension of the performance period to three years and overall term of the LTIP of four years
    • adjustment of the financial performance criteria and their weighting (weighting of 80% overall)
    • implementation of a Total Shareholder Return as relative criterion
    • possibility to include more than one ESG target (weighting of 20% overall)
    • adjustment of the maximum target achievement to 200% in line with the compensation system of the senior management
  • reduction of the pension allowance from 50% to 30% of the fixed compensation for Executive Board members appointed for the first time as of the 2024 financial year
  • slight adjustment of the maximum compensation for the Executive Board members

These changes reflect the considerably changed economic environment of the past few years, the changed Company's strategic direction and the feedback from the permanent dialog with our investors and further stakeholders on our compensation system.

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1 SOG = Share Ownership Guidelines. Target value for the CEO amounts to 300% and for the ordinary Executive Board members to 200% of the annual fixed compensation, taking into account a build-up phase of five years.

The principles of the compensation system for the Executive Board members are outlined in the following.

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Compensation system for the Executive Board members

Principles of the compensation system

The appointment of Bjørn Gulden as new Chief Executive Officer effective January 1, 2023, paved the way for a successful restart and laid the foundation for a better 2024 and a successful 2025 and 2026. To achieve this goal, we have started to optimize our business model:

  • Speed and agility: Fast-changing trends and consumer demands require flexibility and agility. Therefore, we empower our people to accelerate decision-making and eliminate complicated processes to react faster to the needs of our consumers and the feedback from our retail partners.
  • DTC and wholesale: In 2023, we have been transitioning away from a narrow focus on our direct-to- consumer business to a service-oriented model toward our retail partners. At the same time, we will invest in our own retail and our e-commerce presence to maintain a healthy balance between our channels.
  • Global, regional, local: We need to be where our consumers are. Instead of a centrally defined one-size-fits-all approach, we are empowering our markets to create the product, storytelling and business models they need to be successful.
  • Brand heat: We are proud to produce groundbreaking innovation in sports and some of the most sought- after products in lifestyle. These outstanding products are amplified by brand heat - and vice versa. Brand heat is the sum of everything we do. To drive brand desire, we need to be as close as possible to the consumer in the markets and ensure that we invest where we generate the most brand heat.

In addition, we have been focusing on five pillars to build the foundation for a stronger adidas:

  • People: We believe that our people are the key to the Company's success. We focus on creating a culture that strengthens their performance, well-being, and personal development, as this will have a significant impact on brand desire, consumer and customer satisfaction, and, ultimately, financial performance.
  • Products: Product is king and adidas has an unrivaled archive of Performance and Lifestyle products. We innovate in materials, designs, and technologies to constantly bring exciting new products and groundbreaking innovations to the market. This allows us to create trends and quickly build on existing ones. As part of this, we leverage our partnerships with athletes, designers, and celebrities.
  • Consumers: Our consumers are at the heart of everything we do. We focus on what matters to them, creating the product they want, offering the service they expect, and providing the experience they need.
  • Retail partners: We need to be the best service partner for retailers. Multi-branded environments reach consumers at scale, and we can leverage our strong product pipeline through efficient distribution.
  • Athletes: We are here for our athletes, and not the other way around. For almost 75 years, we have been innovating for sports and striving to create only the best for the athlete. This is our DNA and our heritage. It is where we come from and where we need to be. Whether the crowd watching is large or small, we are here for all athletes.

The implementation of this strategic direction is promoted by selected appropriate performance targets for the variable performance-related compensation which are directly derived from the strategic direction. The variable performance-related compensation is therefore directly linked to the operating, financial, and strategic short- and long-term targets. In this way, the compensation system for the Executive Board

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members is directly geared toward providing an incentive for successful, sustainable, and long-term corporate management and development and is in line with the interests of shareholders, employees, consumers, and other stakeholders.

The compensation is structured with an appropriate balance of fixed non-performance-related components and variable performance-related components. The variable performance-related compensation is measured based on the achievement of ambitious, pre-agreed targets; subsequent changes to performance targets or comparison parameters are not possible. By applying a consistent 'Pay-for-Performance' approach, the compensation system aims at appropriately rewarding exceptional performance, while diminishing the variable performance-related compensation when targets are not met. Moreover, the incentive to achieve the long-term targets that determine the multi-year variable performance-related compensation component is higher than the incentive to achieve the targets that determine the one-year variable performance-related compensation component.

In order to increase the company value in a continuous, sustainable manner, the long-term variable compensation is also dependent on the share price development and the relative Total Shareholder Return, i.e. the shareholder return compared to a benchmark index, thus aligning the interests of the shareholders and the Executive Board.

Another important aspect is the high level of consistency between the Executive Board compensation system and the compensation system of the senior management. This ensures that all decision-makers pursue the same targets with regard to the Company's sustainable long-term success.

The Executive Board compensation system is clear, easy to understand, and uses transparent performance criteria. It meets all requirements of the German Stock Corporation Act and is designed in line with the recommendations of the German Corporate Governance Code. The current compensation system is permanently available on the Company's website. WWW.ADIDAS-GROUP.COM/S/COMPENSATION

When designing the compensation system, the Supervisory Board has particularly taken into account the following guidelines:

  • Promoting the implementation of the strategic direction, including ESG targets
  • Strong Pay-for-Performance approach and long-term orientation
  • Strong focus on the interests of the shareholders and other stakeholders
  • Intuitive, clearly comprehensible compensation system and transparent disclosure of performance criteria
  • High level of consistency with the compensation system of the senior management
  • Conformity with applicable regulatory requirements (Stock Corporation Act and German Corporate Governance Code)
  • Further development of the market-standard elements of a compensation system for the Executive Board

Procedure for the determination, review, and implementation of the compensation system

The Supervisory Board is responsible for determining, implementing, and reviewing the compensation and the compensation system for the Executive Board members. The General Committee and Supervisory Board may seek advice from external experts as necessary, ensuring the independence of such experts. In order to avoid potential conflicts of interest, Supervisory Board members are obligated to disclose such conflicts

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to the Supervisory Board. In the event of a conflict of interest, the respective Supervisory Board or committee member does not participate in the relevant discussions and voting of the Supervisory Board or General Committee.

Based on the preparation and recommendation of the General Committee, the Supervisory Board regularly reviews the compensation system for the Executive Board. If necessary, the Supervisory Board resolves upon changes. In case of material changes, however, no later than every four years, the Executive Board compensation system is presented for approval to the Annual General Meeting. If the Annual General Meeting does not approve the compensation system, a reviewed version of the compensation system is presented no later than at the next Annual General Meeting.

Based on the compensation system, the Supervisory Board determines the Executive Board members' compensation upon their first-time appointment or reappointment or changes in their compensation. In doing so, the Supervisory Board takes into account the size and global orientation, the economic situation, the success, and the outlook of the Company. Compared with competitors, the compensation should be attractive, offering incentives to attract qualified members to the Executive Board and retain them on a long- term basis within the Company. In addition, when determining the compensation, the complexity and significance of the tasks of the respective Executive Board member, their experience (especially for new appointments) and their contribution to the Company's success are taken into consideration.

The Supervisory Board regularly reviews the appropriateness of the Executive Board compensation. For this purpose, it uses a horizontal as well as a vertical comparison.

Horizontal (external) comparison

When determining and reviewing the Executive Board compensation, the Supervisory Board conducts a horizontal comparison with suitable companies with regard to the compensation design and level. The Supervisory Board takes into account the customary compensation by considering, in particular, the current compensation levels among the DAX companies and comparable other German companies. In addition, the adidas Executive Board compensation is compared with the compensation of selected national and international companies within the sporting goods and textile industry. When selecting these companies, the Supervisory Board also takes into consideration the comparability of the market position and company size. The composition of the comparison group used for the horizontal comparison is disclosed in the Compensation Report. The Supervisory Board conducts regular horizontal comparisons to ascertain the appropriateness and competitiveness of the Executive Board compensation in relation to the economic situation of the Company.

Vertical (internal) comparison

The Supervisory Board also takes into account the Company's internal compensation structure and levels when determining the Executive Board compensation. Every year, the Executive Board compensation is compared to that of the senior management and employees overall in Germany (employees covered by collective agreements as well as employees not covered by collective agreements), also with regard to their development over time.

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Compensation components: overview and structure

With effect from January 1, 2024, the Executive Board compensation system contains the following components:

1 Target direct compensation consisting of fixed compensation, the annual Performance Bonus, as well as the share-based LTIP Bonus (in case of 100% target achievement). Any other benefits related to costs incurred outside Germany if an Executive Board member has their place of work outside Germany are not included in this target amount.

2 Target value for the CEO amounts to 300% and for the ordinary Executive Board members to 200% of the annual fixed compensation taking into account a build-up phase of five years.

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Compensation structure

The compensation of the Executive Board members is made up of non-performance-related (fixed) and performance-related (variable) compensation components and consists of a fixed compensation, an annual cash bonus ('Performance Bonus'), a long-termshare-based bonus (Long-Term Incentive Plan - 'LTIP Bonus') as well as other benefits and pension benefits.

In case of 100% target achievement, the target direct compensation (total annual compensation without other benefits and pension benefits) is composed of

  • 30% fixed Compensation,
  • 30% Performance Bonus and
  • 40% LTIP Bonus.

Total annual compensation and maximum compensation

The notional maximum total annual compensation of an individual Executive Board member can be derived from the fixed compensation, the capped variable performance-related compensation components, the other benefits,1 and the pension benefits. The percentage of the fixed compensation components (fixed compensation, other benefits, and pension benefits) amounts to approximately 38% of the annual total target compensation. Based on 100% target achievement, the percentage of the Performance Bonus amounts to approximately 27% and the percentage of the LTIP Bonus amounts to approximately 36% of the target total annual compensation.2, 3

In addition, the Supervisory Board has determined an absolute amount (in euros) for the annual maximum compensation in accordance with § 87a section 2 no. 1 AktG. The annual maximum compensation amounts to € 12,000,000 for the Chief Executive Officer and € 6,000,000 for each of the ordinary Executive Board members per financial year if it is not increased in accordance with this compensation system. The maximum compensation includes all fixed and variable compensation components.

1 The amounts of other benefits may vary in the individual financial years. In general, a target amount of approximately 6% of the target direct compensation of the Chief Executive Officer and approximately 3% of the target direct compensation of the other Executive Board members is considered. The actual amount may be higher or lower. Any other benefits related to costs incurred outside Germany if an Executive Board member has their place of work outside Germany are not included in this target amount. However, other benefits related to costs incurred outside Germany must not be more than 5% of the maximum compensation of the respective Executive Board member.

2 The percentage of the fixed compensation components (fixed compensation, other benefits, and pension benefits) for the Chief Executive Officer amounts to approximately 39% of the annual total target compensation. Based on 100% target achievement, the percentage of the Performance Bonus amounts to approximately 26% and the percentage of the LTIP Bonus amounts to approximately 35% of the target total annual compensation.

3 If the compensation is paid in a foreign currency, the relations between compensation determination and the allocation of the Performance Bonus and LTIP Bonus described in this section may change due to foreign exchange fluctuations.

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Fixed non-performance-related components

The fixed non-performance-related compensation consists of the fixed compensation, other benefits, and pension benefits.

Fixed compensation

The fixed compensation consists of an annual fixed salary, which is based on the responsibilities and the experience of the individual Executive Board member as well as on market conditions. It ensures an adequate income for the Executive Board members and thus avoids the assumption of inadequate risks for the Company. In principle, the fixed compensation is paid in twelve equal monthly installments and generally remains unchanged during the term of the service contract. The fixed compensation constitutes 30% of the target direct compensation of the respective Executive Board member.

Other benefits

The regularly granted other benefits for the Executive Board members serve to offset the costs and economical disadvantages which are directly connected with the Executive Board mandate or promote the Executive Board mandate. They include costs for, or providing the monetary value of, non-cash benefits such as premiums or contributions to insurance schemes in line with market practice, the provision of a company car or the payment of a car allowance, adidas products provided for representation purposes, reimbursement of work-related moving costs, necessary security installations and services or the costs for a tax consultant selected by adidas.

If an Executive Board member changes their place of work or residence upon the Company's request or does not have their place of work or residence at the Company's registered office, further other benefits may be granted. Such other benefits related to costs incurred outside Germany may be, in particular, coverage of costs related to, inter alia, accommodation at the place of residence, airfares for the Executive Board member and their family to and from the place of residence and other health insurance costs or the reimbursement of additional taxes. If an Executive Board member is granted other benefits related to costs incurred outside Germany, the maximum compensation in the corresponding financial year is increased by the amount of the other benefits related to costs incurred outside Germany, but by no more than 5% of the maximum compensation applicable for the respective Executive Board member.

Pension benefits

Pension benefits serve to provide contributions for adequate private retirement pensions. Newly appointed Executive Board members receive a pension allowance in the form of an adequate flat, purpose-oriented amount, which is directly paid out to the Executive Board members annually. The pension allowance for Executive Board members appointed from the 2024 financial year amounts to a maximum of 30% of the respective individual fixed compensation. For the Company, this avoids all interest-rate-related and other biometric risks involved in financing defined contribution pension plans as well as complex actuarial calculations and the respective administration. The responsibility for financing their retirement pensions lies with the Executive Board members.

Executive Board members appointed for the first time in the 2023 financial year receive a pension allowance of 50% of the respective individual fixed compensation under the former compensation system, also in case of their reappointment. The members belonging to the Executive Board, who were appointed before January 1, 2023, have defined contribution pension plans which also remain valid upon reappointment. Each year as part of the pension commitments, the virtual pension account of each Executive Board member is credited with an amount which equals a percentage related to the Executive Board member's annual fixed compensation (50% for the members belonging to the Executive Board who were appointed before January 1, 2023). The pension assets on the virtual pension account at the beginning of the respective calendar year yield a fixed interest rate of 3% p.a., however, for no longer than until benefits under the pension commitment first become due. Entitlements to the benefits under the pension commitment become

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vested immediately. They comprise pensions to be received no earlier than upon reaching the age of 65, or, on request, early retirement pensions to be received upon reaching the age of 62 or disability and survivors' benefits.

Instead of the pension allowance or the defined contribution pension plan under the old compensation system, an Executive Board member who has their place of work or primary domicile outside Germany, may be granted a pension benefit which is customary and appropriate in the corresponding country.

Variable performance-related components

The variable performance-related compensation is designed to provide the right incentives for the Executive Board to act in the interest of the Company's strategic direction, the shareholders, and other stakeholders, as well as to ensure a successful, sustainable, and long-term corporate management and development. The level of the variable performance-related compensation is primarily determined by the economic development of adidas and takes into account the performance of the Executive Board members. In this respect, the Supervisory Board follows a consistent 'Pay for Performance' approach. When selecting the performance criteria, the Supervisory Board ensures that they are transparent, clearly measurable or identifiable and directly promote the implementation of the strategic direction, also from an ESG perspective. The variable performance-related compensation is therefore directly linked to the operating, financial and strategic short- and long-term targets. The share price development and the relative shareholder return (Total Shareholder Return) are also integrated into the variable compensation. This brings the compensation of the Executive Board members directly in line with the interests of shareholders, employees, consumers, and other stakeholders.

The variable performance-related compensation consists of the one-year Performance Bonus and the multi-year,share-based LTIP Bonus.

Performance Bonus

As the annual variable performance-related component, the Performance Bonus serves as compensation for the Executive Board's performance in the past financial year in line with the short-term development of the Company. It incentivizes operational success within the established strategic framework. At the start of the financial year, the Supervisory Board establishes the respective weighted performance criteria. In case of 100% target achievement, the target amount of the Performance Bonus corresponds to 30% of the target direct compensation of the respective Executive Board member.

The amount of the Performance Bonus is determined based on the achievement of weighted criteria. Two of these criteria are financial performance criteria which are the same for all Executive Board members and are overall weighted at 80% ('financial criteria'). In line with the strategic direction on sustainable growth and profitability, the Supervisory Board has generally determined the following financial performance criteria:

  • currency-neutralsales growth
  • operating profit

The target setting for the performance criteria and their related weighting is determined by the Supervisory Board at the start of the financial year and is directly related to the annual guidance externally communicated. This ensures that the performance criteria contribute to promoting the strategic direction and the Company's long-term development. To ensure continuity for the target setting, the Supervisory Board will only deviate from these criteria in well-founded exceptional cases. In this regard, the Supervisory Board may decide on an adjustment of the performance criteria before the respective financial year.

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The other criteria are defined for the Executive Board as a whole or individually for the respective Executive Board member and are overall weighted at 20% ('other criteria'). These other criteria may comprise financial, non-financial or ESG targets and allow for further differentiation depending on the specific operating and strategic priorities. By determining the criteria individually, incentives can be chosen which relate to aspects of the business strategy in the area of the respective Executive Board member. For the non-financial targets or ESG targets, the Supervisory Board uses criteria derived from annual planning, strategic projects, or other projects. The other criteria are also determined by the Supervisory Board at the start of the financial year and are directly related to the Company's strategic direction and its financial, non- financial or ESG targets. Furthermore, these criteria are directly related to the defined success factors for the implementation of the strategic direction: our people, our products and brand heat, the consumers, our partners and athletes. If several non-financial or ESG targets are selected, the Supervisory Board also determines their relative weighting. Examples of possible other criteria deriving thereof are:

Net sales growth in business segments /

sales channels

Business development

Product development and innovation

Consumer satisfaction

Success of strategic projects

Increase in efficiency

Diversity, Equity, and Inclusion

Reputation

Generating cash flow

Gaining market share

Employee satisfaction

Digitalization

Increasing Brand heat

Sustainability

Compliance

Measures to safeguard human rights

within the supply chain

Sustainable supply chain

Health and occupational safety

The Compensation Report of each past financial year will include an outlook on the application of the compensation system for the current financial year. This outlook will transparently disclose ex-ante which financial criteria were selected. The other criteria will be disclosed ex-post in the annual Compensation Report in order to avoid communicating competition-relevant operating and strategic considerations in advance.

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adidas AG published this content on 14 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2024 07:29:05 UTC.