DSEY Diversey Holdings Ltd

NOTICE OF 2022 ANNUAL GENERAL MEETING
OF SHAREHOLDERS

Time and Date 10:00 a.m. Eastern Time, on Wednesday, May 4, 2022	​	Location In Person: 1300 Altura Road, Suite 125, Fort Mill, South Carolina 29708 and Via Online Portal: https://web.lumiagm.com/253675354

Proposals	Board of Directors Recommendation
1.To elect by way of an ordinary resolution four Class I directors of the Company	✓FOR the election of each director nominee
2.To provide a non-binding advisory vote by way of an ordinary resolution to approve the Company’s named executive officer compensation	✓FOR
3.To provide a non-binding advisory vote by way of an ordinary resolution on the preferred frequency of future shareholder advisory votes on the compensation of our named executive officers	✓EVERY YEAR
4.To ratify by way of an ordinary resolution the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2022	✓FOR

Only holders of record of ordinary shares of the Company at the close of business Eastern Time on March 15, 2022 are entitled to notice of and to vote at the 2022 Annual General Meeting of Shareholders and any adjournment or postponement thereof. We are first mailing this Proxy Statement and proxy card (including voting instructions) and Notice of Internet Availability of Materials on or about March 23, 2022.

It is important that your shares be represented and voted at the meeting. If you are a shareholder of record and do not plan to attend the meeting, please mark, sign, date and promptly mail the enclosed proxy card in the enclosed postage-paid envelope or vote over the telephone or Internet, or by other means as instructed in these materials.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR OUR
2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 4, 2022

The 2022 Proxy Statement and our 2021 Annual Report/10-K to shareholders are available at our website at https://ir.diversey.com and at https://www.astproxyportal.com/ast/24164.

 

 

2021 Performance and Accomplishments

In 2021, our first year as a public company, Diversey Holdings, Ltd. (we, us, our, Diversey or the Company) delivered strong performance in a challenging environment and demonstrated both the resilience of our business model and the commitment and dedication of our 8,700 employees as they reacted and adapted to the sudden and unforeseen challenges brought about by the COVID pandemic (COVID-19). 

We delivered financial performance highlighting the momentum of our business

●$410.1 million Adjusted EBITDA^* or 2.2% increase over the prior year

●Strong broad-based top line momentum with:

οFood & Beverage 10% increase over prior year

oBase Institutional (excluding Infection Prevention) 14.7% increase over prior year

oInfection Prevention 20% increase versus 2019 pre-pandemic baseline

●Expanded Adjusted EBITDA* margins by 40 basis points over prior year to 15.7%

We promoted innovation and sustainability through investment in research and development (R&D)

●We invested more than $33 million in R&D. Our R&D and engineering team of more than 1,400 specialists continued their drive for continuous innovation so that our product, service and technology portfolio remained cutting edge. In the development of all products and services, we adhere to a green cleaning philosophy, which means the use of cleaning products, equipment and methods that protect the health of building occupants, lower the total cost of cleaning and prevent adverse environmental impacts.

We pursued an acquisition strategy to grow our business and increase our customer offerings

●To support the expansion of our North American business, we are building a manufacturing facility located in northern Kentucky. We expect this facility will help us better serve our customers, strengthen our business and market position and better manage our inventory and supply chain.

●We acquired certain assets of Tasman Chemicals Pty. Limited, an Australian manufacturer of professional hygiene and cleaning solutions, which is expected to improve our ability to deliver the right customer service outcomes and margin profile.

●We acquired certain assets of Avmor Ltd, a Canadian based supplier of specialist hygiene solutions for the Institutional segment. This acquisition strengthens our market presence in Quebec, as well as the rest of Canada, and enhances our service and product offerings for distributors and direct customers.

●We acquired Birko Corporation, a North American manufacturer of food safety chemical solutions for the Food & Beverage segment, and Chad Equipment LLC, a subsidiary of Birko Corporation, which manufactures food safety equipment for the Protein industries. This acquisition strengthens our market presence in the United States and Canada, enhancing our scale, service and product offerings, and creating numerous cross-sell and revenue opportunities as a truly global provider in the food and beverage industries.

We continued to support our diversity, equity and inclusion (DE&I) goals

●We introduced DE&I corporate targets. We have developed our vision and strategic pillars and have launched DE&I councils on global and regional levels to drive efforts to translate our DE&I initiatives into actions. We have also introduced new global maternity and parental paid leave and inclusive recruitment policies to underline our diversity ambitions.

●We continue to engage with our employees, shareholders and communities to better understand how to incorporate DE&I and other Environmental, Social and Governance (ESG) initiatives into our business strategies and future business objectives.

* Adjusted EBITDA is a non-GAAP financial measure. See Annex A to the Proxy Statement.

 

We remained focused on employee health and safety throughout COVID-19

●The health and safety of our employees, suppliers and customers continued to be our top priority. Safety measures remained in place at each of our facilities, including: enhanced cleaning procedures, employee temperature checks, personal protective equipment for location-dependent workers, social distancing measures within operating sites, remote work arrangements for non-location dependent employees, visitor access restrictions and limitations on travel, particularly in regions with high transmission of COVID-19.

We supported our customers to overcome the challenge of COVID-19

●As a leading global provider of infection prevention products that range from hand sanitizers to hard surface disinfectants and food-contact sanitizers, we were uniquely positioned to apply our expertise and suite of products to support the global efforts to fight the COVID-19 virus. Around the world, our employees came to work on site to help meet the increased demand for sanitizers and disinfectants and to help customers minimize disruption to their businesses and meet elevated global cleaning standards.

●We offered products that are effective in minimizing the risk of COVID-19 transmission. Several Diversey technologies, including Virex^®II and several Oxivir^® applications, were included in the U.S. Environmental Protection Agency’s list of antimicrobial products for use against the COVID-19.

●Our COVID-19 Operations Support Program delivered tools and resources to our customers to support key infection prevention protocols, and we supplemented our products with outbreak readiness briefings, which explained the basics of infection control from the healthcare perspective and how these concepts can be applied to non-healthcare facilities. For our hospitality customers, we delivered the International Well Building Institute’s Well Hotel program, which focused on infection prevention to promote guest and staff safety, and our “Diversey Shield” program continued to provide an easy to use means for our customers to indicate their enhanced hygiene measures to increase the confidence of their staff, guests and customers.

 

 

Corporate Governance

Our shareholder engagement efforts allow us to better understand and address our shareholders’ priorities, perspectives and concerns on a variety of issues.

Key Governance Practices
Independence	Best Practices	Accountability
●Other than the Chief Executive Officer (CEO), independent board of directors ●Independent Chair of the Board with clearly defined responsibilities ●Independent Audit, Nominating and Corporate Governance Committee (NCGC) and People Resources Committee ●Regular executive sessions of the Board and its committees without management present	●Active shareholder engagement ●Diverse Board in terms of gender, race and ethnicity, experiences, and specific skills and qualifications ●Majority of director compensation delivered in our equity ●Robust charters for each of the Audit Committee, People Resources Committee and NCGC	●Directors elected by majority voting ●Annual self-evaluations of the Board, its committees and individual directors ●Annual evaluation of CEO (including compensation) by independent directors ●Clawback policy (Clawback Policy) that applies to our short- and long-term incentive plans

 

Pursuant to the Companies Act (As Revised) of the Cayman Islands and the Company’s Amended and Restated Memorandum and Articles of Association (Articles), the Company’s business, property and affairs are managed by or under the direction of the Board. Members of the Board are kept informed of the Company’s business through discussions with the CEO and other officers of the Company, by reviewing materials provided to them, by participating in meetings of the Board and its committees and by other roles and activities, including but not limited to those described more fully in the sections below. We currently have 11 members on our Board, 10 of whom are independent under Nasdaq independence standards.

During 2021, the Board held a total of 7 meetings, and the committees held a total of 17 meetings. Each Board and committee meeting also included an executive session. Our non-executive Chair presided over all such executive Board sessions. Each director attended all meetings of the Board during 2021. Committee meeting attendance was well over 75% as there was only one instance where a director was unable to attend his or her committee meeting. Due to COVID-19, the majority of Board and committee meetings were held virtually. Although we do not have a policy requiring all directors to attend annual general meetings of shareholders, we expect all directors to attend such meetings, absent extenuating circumstances pursuant to the Board’s Corporate Governance Guidelines.

You can find more detailed information about our corporate governance policies and practices below. You can also access our corporate governance documents under the “Governance” tab under the “Investor Relations” section of our website as described below. Information contained on our website is not deemed to be incorporated by reference as part of this Proxy Statement.

Proposal 1 – Election of Directors

The Board is divided into three classes. One class is elected each year for a term of three years.

Our Board has nominated the four directors named in this Proxy Statement for election at the 2022 Annual Meeting, each of whom will serve as Class I directors for a three-year term expiring at our annual general meeting of shareholders in 2025. Upon the recommendation of the NCGC and in accordance with an Investor Rights Agreement, by and among the Company and certain investment funds advised by Bain Capital Private Equity L.P. (collectively Bain Capital) and certain co-investors and members of management who hold ordinary shares (Investor Rights Agreement), the Board has nominated each of Mr. Wieland, Mr. Hanau, Dr. Hochman and Mr. Penn to serve for a three-year term expiring in 2025. Each of these four nominees currently is serving on the Board of the Company as of the date of this Proxy Statement.

If elected, each of Mr. Wieland, Mr. Hanau, Dr. Hochman and Mr. Penn will continue in office until his successor has been duly elected and qualified, or until the earliest to occur of his death, disability, resignation, retirement or removal. Each nominee has indicated to the Company that he will serve if elected and has consented to be named in this Proxy Statement. We do not anticipate that any nominee will be unable to stand for election, but, if that happens, your proxy will be voted in favor of another person nominated by the Board upon the recommendation of the NCGC.

Our Board has determined that this year’s election of directors will be considered uncontested. An “uncontested election of directors” means an election of directors in which, at the expiration of the time set for nomination of director candidates pursuant to notice provisions in the Articles, the number of candidates for election does not exceed the number of director slots to be filled by election of the shareholders at the annual general meeting. Other than nominations as submitted and/or accepted by Bain Capital pursuant to the Investor Rights Agreement (as described below), no other nominations for election to our Board have been made by shareholders for action at the 2022 Annual Meeting.

We are asking our shareholders to indicate their support for the election of the directors as disclosed in this Proxy Statement by voting “FOR” the following resolution:

“RESOLVED, as an Ordinary Resolution, that the election of Philip Wieland, Kenneth Hanau, Rodney Hochman, M.D. and Jonathon Penn as Class I directors of the Company, until the expiration of their term as of the Company’s 2025 Annual General Meeting of Shareholders, be AUTHORIZED, CONFIRMED, AND APPROVED IN ALL RESPECTS.”

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR SHAREHOLDERS VOTE “FOR” THE ELECTION OF MESSRS. WIELAND, HANAU, PENN AND DR. HOCHMAN AS DIRECTORS.

Our Board of Directors

•Board Member since February 2021 •Master of Business Administration from Harvard Business School •Master of Science in Mechanical Engineering from the University of Michigan-Dearborn •Bachelor of Science in Mechanical Engineering from the University of Rochester •Class II Director with term expiring in 2023

Robert Farkas, Operating Partner of Bain Capital Private Equity. Mr. Farkas is an Operating Partner of Bain Capital Private Equity, L.P. (Bain Capital Private Equity) where he has worked since September 2012. Prior to joining Bain Capital Private Equity, Mr. Farkas served as an Associate Principal with McKinsey & Company, a global management consulting firm from September 2007 to July 2012. Prior to McKinsey, he was a Product Design Engineer for Ford Motor Company from August 1999 to June 2005. Mr. Farkas is a valuable member of our Board because of his extensive experience in the industrial and healthcare sectors, as a director of the Company, in strategy development, commercial excellence, and operational transformation, as well as his perspective as a representative of our largest shareholder.

Nominations Process and Director Qualifications

The NCGC is responsible for developing the criteria for, and reviewing periodically with the Board, the requisite skills and characteristics of new Board members, as well as the composition of the Board as a whole. These criteria include members’ independence, as well as consideration of diversity (including with respect to race, ethnicity, gender, geographic origin, sexual identity and gender orientation), age, skills and experience, in the context of the needs of the Board.

The NCGC considers a combination of factors for each nominee, including (a) the nominee’s ability to represent all shareholders without a conflict of interest, (b) the nominee’s ability to work in and promote a productive environment, (c) whether the nominee has sufficient time and willingness to fulfill the substantial duties and responsibilities of a director, (d) whether the nominee has demonstrated the high level of character, ethics and integrity expected by the Company, (e) whether the nominee possesses the broad professional and leadership experience and skills necessary to effectively respond to the complex issues encountered by a publicly-traded company, (f) the nominee’s ability to apply sound and independent business judgment and (g) the diverse attributes of the nominee, such as differences in background, qualifications and personal characteristics.

The NCGC may, but is not obligated to, retain a third-party executive search firm to identify and review candidates upon request of the NCGC from time to time.

Once the NCGC has identified a prospective nominee, including prospective nominees recommended by shareholders, it makes an initial determination as to whether to conduct a full evaluation based upon information provided to it in connection with the recommendation for nomination, as well as any other information available to the NCGC. The NCGC may also request that a third-party search firm gather additional information about the prospective nominee’s background and experience and report its findings to the NCGC.

In the case of incumbent directors considered for re-nomination, the Board and the NCGC can consider such nominee’s prior Board experience, attendance and participation at Board meetings throughout such nominee’s tenure on the Board, as well as such candidate’s ability to continue to contribute to the Board and the Company’s needs.

If the NCGC determines, on the basis of its preliminary review, to proceed with further consideration, members of the NCGC, as well as other members of the Board as appropriate, interview the nominee. After completing this evaluation and interview, the NCGC makes a recommendation to the full Board, which then makes the final determination whether to nominate or appoint the new director.

In selecting nominees for director, the Board seeks to achieve a mix of members who together bring experience and personal backgrounds relevant to the Company’s strategic priorities and the scope and complexity of the Company’s business. The background information on current nominees in this Proxy Statement sets out how each of the current nominees contributes to the mix of experience and qualifications the Board seeks. In making its recommendations with respect to the nomination for re-election of existing directors, the NCGC assesses the composition of the Board at the time and considers the extent to which the Board continues to reflect the criteria set forth above.

Bain Capital Director Nomination Rights

In connection with our initial public offering (IPO), we entered into the Investor Rights Agreement pursuant to which Bain Capital has the right to nominate a certain number of directors to our Board.

The number of directors Bain Capital is entitled to nominate pursuant to the Investor Rights Agreement is determined by a ratio, expressed as a percentage which equals the number of ordinary shares directly or indirectly held by Bain Capital divided by the aggregate number of ordinary shares that were outstanding immediately following the closing of our IPO (such percentage, the Bain Capital Ownership

Percentage). Based upon the Bain Capital Ownership Percentage, Bain Capital is entitled to appoint either a number of directors equal to a percentage of the total number of directors on our Board (rounded up to the nearest whole number) or a specific number of directors, as shown below:

Additionally, as long as the Bain Capital Ownership Percentage is at least 30%, Bain Capital has the right to designate the Chair of the Board and the majority of the directors serving on each committee of the Board. As long as Bain Capital has the right to nominate at least one director to the Board, it has the right to designate at least one member serving on each committee of the Board.

As of the date of this Proxy Statement, the Bain Capital Ownership Percentage is greater than forty percent (40%) and, accordingly, Bain Capital has the right to nominate the majority of the Board, a majority of the directors serving on each committee and the Chair of the Board.

The members of the Board who have been nominated by Bain Capital consistent with the Investor Rights Agreement are: (i) Mr. Hanau, Dr. Hochman, and Mr. Penn, all directors in Class I with a term expiring at the 2022 Annual Meeting, and (ii) Mr. Farkas, Ms. Levine and Mr. Plantevin, directors in Class II with a term expiring at the annual general meeting of shareholders in 2023. In addition, and consistent with the Investor Rights Agreement, Bain Capital has nominated Mr. Foss to the position of Chair of the Board. The directors who are current or former employees or advisors of Bain Capital or any affiliate thereof receive no compensation from the Company for their service as a member of the Board. Mr. Wieland receives compensation for his service as our CEO as detailed below under the heading “Executive Compensation” but receives no additional compensation for his services as a member of the Board. Dr. Hochman, Mr. Figuereo, Mr. Bassoul, Ms. Zanotti and Mr. Foss all receive compensation for their services as a director and for their committee service as detailed below under the heading “Director Compensation.”

The nomination and designation rights described above are subject to our compliance with the rules and regulations of Nasdaq and any applicable laws with respect to independent directors serving on our Board or committees thereof.

Shareholder Director Nominations

Other than nominations by Bain Capital described in this Proxy Statement, we have received no shareholder nominations for directors to be submitted to a vote at the 2022 Annual Meeting. A shareholder who wishes to recommend a prospective nominee for the Board for the 2023 annual general meeting of shareholders should notify the Company’s Secretary in writing in accordance with the requirements set forth in the Articles. For more information regarding the nomination of directors by shareholders, please see “Requirements for Submission of Shareholder Proposals for the 2023 Annual General Meeting of the Shareholders.”

Commitment to Board Diversity

The Company, its Board, and each committee of the Board values diversity as a core principle. Accordingly, diversity of personal and professional experiences, opinions, perspectives, and backgrounds, including with respect to race, ethnicity, gender, age, cultural backgrounds, geographic origin, sexual identity, and gender orientation, is a continuing goal for our directors. Our Board currently has 11 members, 3 of whom are diverse, including 2 directors who are women.

The Board is committed to working with recruiters who provide a diverse slate of candidates so as to produce the best candidates and the best Board.

The Board Diversity Matrix below presents the Board’s diversity statistics in the format prescribed by applicable Nasdaq listing rules. We also recognize the value of other diverse attributes that individuals can bring to our Board, including for example, those who are of an ethnic heritage other than the categories shown below.

Corporate Governance Materials and Code of Conduct

Corporate Governance Guidelines adopted by the Board, which state that the Board will determine director independence in accordance with the criteria set forth under Nasdaq Listing Rules, are published on the Company’s website at www.diversey.com, in the “Governance” tab under the “Investor Relations” section and are available in print to any shareholder by downloading from our website. That section of the website also makes available the Company’s other corporate governance materials, including Board committee charters. Those materials are also available in print to any shareholder upon request. Information contained on our website is not deemed to be incorporated by reference as part of this Proxy Statement.

We have adopted additional policies designed to foster compliance, risk mitigation and control. These policies include, but are not limited to, the Company’s Insider Trading Policy, Related Party Transactions Policy, Clawback Policy and Regulation FD Policy.

relationships. The Board has affirmatively determined that each of our non-employee directors meets the Nasdaq requirements to be an independent director. In making this determination, our Board considered the relationships that each such non-employee director has with the Company and all other facts and circumstances that our Board deemed relevant in determining their independence, including beneficial ownership of our ordinary shares, and in the case of (i) Messrs. Farkas, Hanau, Penn and Plantevin and Ms. Levine, their affiliation with Bain Capital Private Equity, (ii) Dr. Hochman, his position as President and Chief Executive Officer of Providence St. Joseph Health, which is a customer of the company and from which we generated revenues of approximately $1.8 million in 2021 and (iii) Selim Bassoul, his position as Chief Executive Officer and President of Six Flags Entertainment Corporation, which is a customer of the Company and from which we generated revenues of approximately $69,600 in 2021. The payments received from Providence St. Joseph Health and Six Flags Entertainment Corporation are for arms-length, ordinary course of business transactions with respect to which Dr. Hochman and Selim Bassoul, respectively, do not have a material interest, and we generally expect transactions of a similar nature to occur during 2022. The Board has concluded that such relationships or transactions do not impair the independence of the directors.

Controlled Company Status

Bain Capital controls a majority of our outstanding ordinary shares and, as a result, we are a “controlled company.” Under Nasdaq rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain Nasdaq corporate governance requirements, including the requirements that, within one year of the date of the listing of our ordinary shares, our Board be composed of a majority of “independent directors,” as defined under Nasdaq rules, and that each of our People Resources Committee and NCGC be composed entirely of independent directors.

Board Leadership Structure

The Company’s corporate structure is designed to support Board authority and procedures to review and evaluate business operations and to make decisions independent of management. Our goal is to comply with or exceed the requirements of Nasdaq and applicable laws and regulations while aligning the interests of directors, management, and shareholders. This structure covers, among other things, Board composition and member selection, Board committees, corporate governance guidelines, policies and committee charters, Board meetings and involvement of senior management, director compensation, CEO and management performance evaluation and management succession planning. The Board and its committees are committed to monitoring opportunities for improvements on an ongoing basis.

Pursuant to this governance structure, the Company supports independence by separating the roles of CEO and Chair of the Board. Our CEO is responsible for the day-to-day leadership and performance of the Company, while the Chair of the Board provides guidance to our CEO and senior management and sets the agenda for and presides over our Board meetings. In carrying out his responsibilities, the Chair preserves the distinction between management and oversight, maintaining the responsibility of management to develop corporate strategy and the responsibility of the Board to review and express its views on corporate strategy and management’s execution of that strategy. Our CEO is not present during the People Resources Committee vote on his compensation and recuses himself from sessions of the Board where the Board acts on the People Resources Committee’s recommendations regarding his compensation. The CEO is also not present during executive sessions of the Board or the Committees.

Chair of the Board Responsibilities

•Serve as principal representative of the Board on key issues •Represent the Company in interactions with external stakeholders, as appropriate •Develop agenda for Board meetings, in consultation with the CEO and other directors •Act as liaison between Board and management	​	•Facilitate discussion among independent directors •Advise the CEO on issues of concern for the Board •Lead the Board in CEO succession planning •Engage in the director recruitment process •Preside over Board and shareholder meetings

Role of the Board in Risk Oversight

The Board has the responsibility to exercise sound business judgment and to act in a manner it reasonably believes to be in the best interests of the Company and its shareholders. In discharging that obligation, among other duties, the Board, whether acting through committees or directly as a full Board, oversees our policies and procedures for assessing and managing risk and is responsible for reviewing the major risks facing the Company and helping develop strategies to address these risks.

Risks relating to the market and economic assumptions that inform the Company’s business plans and growth strategies are specifically addressed in connection with the Board’s review of the Company’s short- and long-term plans. The Board also has the opportunity to address such risks at each Board or committee meeting as applicable in connection with its regular review of significant business and financial developments, which may present material risk to financial performance, infrastructure, operations, reputation, acquisitions and divestitures, plans and prospects.

Significant operational risks that relate to on-going business operations are the subject of immediate reports to either the full Board or the Audit Committee. The Board, acting through the Audit Committee, reviews as appropriate whether these reports cover the significant risks that the Company may then be facing.

Each of the Board’s committees addresses risks that fall within the committee’s areas of responsibility. For more information regarding each committee’s respective areas of responsibility, please see the description of each committee below.

The operational risks periodically reviewed by committees are also reviewed by the entire Board when a committee or the Board determines this is appropriate. The Chair of the Board promotes effective communication and consideration of matters presenting significant risks to the Company through his role in developing the Board’s meeting agendas, advising committee chairs, chairing meetings of the independent directors and facilitating communications between independent directors and the CEO. In addition, each Board member is free to suggest the inclusion of items on the agenda and to raise at any Board meeting subjects that are not on the agenda for that meeting. Directors have full and free access to officers and employees of the Company, as well as the Company’s outside auditors, legal counsel and other professional advisors.

Communicating Concerns to Directors

The Company has a number of procedures and options in place to support the communication of concerns to directors. For example, Board members may submit agenda items and request information to enhance oversight and review; independent directors meet regularly in executive session and without management present; directors have full access to officers and employees, outside auditors, legal counsel and other professional advisors and authority to retain independent consultants and experts, and directors may engage in outreach with major shareholders to solicit feedback on governance issues.

Shareholder Communications with the Board

Shareholders may communicate with the Company through its transfer agent, American Stock Transfer & Trust Company, LLC (AST), by contacting 800-937-5449 or 718-921-8124, or by email at help@astfinancial.com. Additional information about contacting the Company is available on the Company website (i) under the “Contact Us” tab and (ii) under the “Investor Relations” section on our website, which allows a message to be sent online via the website and also via an email to ir@diversey.com. Concerns relating to accounting, internal controls or auditing matters are brought promptly to the attention of the Company’s internal audit department and handled in accordance with procedures established by the Audit Committee. The Company provides a 24/7 global ethics hotline available at https://diversey.com/en/code-conduct that allows anyone to anonymously report concerns or violations either verbally or in writing.

Shareholders and other interested parties who wish to communicate with a member or members of our Board, including the Chair of our Board, the Audit Committee, People Resource Committee or NCGC or to the non-management or independent directors as a group, may do so by addressing such communications either by email to ‘legal@diversey.com’ or in writing addressed to Non-Management Directors, c/o Legal Department, Diversey Holdings, Ltd., 1300 Altura Road, Suite 125, Fort Mill, SC 29708. All emails and correspondence will be forwarded to the Chair of the NCGC, who will communicate with other directors as appropriate.

Shareholder Engagement

We conduct year-round engagement with our shareholders and make ourselves available to meet with shareholders, whether in-person as conditions permit, via conference calls, virtually or at investor conferences. Our shareholder engagement efforts allow us to better understand and address our shareholders’ priorities, perspectives and concerns on a variety of issues, including governance, strategy, performance and ESG and DE&I efforts. We also provide our shareholders means by which they can communicate with our Board and respond to inquiries and consider feedback received from shareholders throughout the course of the year. The Board, its committees and management review corporate governance trends, regulatory developments and the Company’s corporate governance documents, policies, and procedures to determine if any changes should be considered.

As a newly public company, we participated in a number of activities to enhance shareholder engagement. Representatives of the Company attended and participated in investor events and presentations to learn about emerging trends and issues and further engage shareholders, including but not limited to (a) a presentation by the Company’s CEO, Mr. Wieland, and Chief Financial Officer, Mr. Herndon, (b) by attendance at Citi’s 2021 Basic Materials Conference during which Mr. Wieland and Mr. Herndon were available for one on one and small group investor meetings and Citi’s 2021 London Chemicals Conference and (c) by reaching shareholders through three earnings calls. In addition, as part of our 2022 Annual Meeting planning, we invited shareholders comprising 67% of our unaffiliated shareholders to engage with us on topics covering:

•Corporate Governance

•Board Composition

•Executive Compensation and Human Capital Matters

•Our response to COVID-19

•DE&I and ESG initiatives

The Company intends to develop and continue its shareholder engagement activities after the 2022 Annual Meeting. In addition to continuing the types of outreach described above, the Company will review the results of the advisory votes on compensation for NEOs and on the frequency of shareholder votes on NEO compensation and determine what, if any, follow-up actions are appropriate.

Leadership Succession Planning and Human Capital Management

The Board has in place effective requirements for management evaluation and succession planning. The People Resources Committee reviews succession planning matters and makes a report to the Board on succession planning at least once annually. The entire Board works with the People Resources Committee to evaluate potential successors to the CEO and our other officers. The CEO or other officer makes available his or her recommendations and evaluations of potential successors, along with a review of any development plans recommended for such individuals.

Supporting a global and diverse workforce and promoting the engagement, health and connection of our employees is essential to our achieving our mission. The People Resources Committee is actively engaged in the oversight of the Company’s human capital management in the following areas:

•Compensation and similar plans, including benefits programs; •Short-term and long-term incentive plans •Corporate DE&I programs	​	•Employee health and well-being programs •Annual employee engagement assessment and talent reviews •Policies and people development and benefits programs and plans

Board Committees

Audit Committee

Our Audit Committee is composed of Mr. Bassoul, Mr. Figuereo, Ms. Zanotti and Dr. Hochman, with Mr. Figuereo serving as chair of the committee. We comply with the audit committee requirements of the SEC and Nasdaq on audit committee member independence. Our Board has determined that each of Mr. Bassoul, Mr. Figuereo, Ms. Zanotti and Dr. Hochman meet the independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of Nasdaq. The Board has determined that Mr. Figuereo is an “audit committee financial expert” within the meaning of SEC regulations and applicable listing standards of Nasdaq. During 2021, the Audit Committee met eight times.

People Resources Committee

Our People Resources Committee is composed of Mr. Bassoul, Mr. Foss, Mr. Hanau, Ms. Levine and Ms. Zanotti, with Mr. Hanau serving as chair of the committee. Each member of our People Resources Committee is independent under Nasdaq independence standards. During 2021, the People Resources Committee met four times.

Responsibilities of the People Resources Committee
Annually review and approve corporate goals and objectives relevant to the compensation of our CEO	Evaluate the performance of our CEO against our corporate goals and objectives and determine and approve the compensation of our CEO
Review and approve the compensation of our other executive officers	Appoint, compensate and oversee the work of any compensation consultant, legal counsel or other advisor retained by the People Resources Committee
Conduct the independence assessment outlined in Nasdaq rules with respect to any compensation consultant, legal counsel or other advisor retained by the People Resources Committee	Annually review and reassess the adequacy of the committee charter
Review and establish our overall management compensation, as well as compensation philosophy and policy	Oversee and administer our compensation and similar plans, including benefits programs
Review and make recommendations to our Board with respect to director compensation	Review significant human resources policies
Review and monitor corporate DE&I programs	Oversee any advisory votes on executive compensation and the frequency of such advisory votes and review the results of such advisory votes and whether to make any adjustments as a result of such votes
Review and discuss with management and preparing and recommending for approval, the compensation discussion and analysis to be included in our annual proxy statement or annual report on Form 10-K	Prepare the People Resources Committee report to be included in our annual proxy statement

In preparation for our IPO, the People Resources Committee engaged a compensation consultant, Mercer LLC (Mercer), a wholly-owned subsidiary of Marsh & McLennan Companies, Inc. (MMC), to work with us to evaluate our compensation philosophy and determine whether any philosophy or compensation adjustments were appropriate in our transition to being a publicly traded company. Mercer was then retained by our People Resources Committee throughout the remainder of 2021 to provide general advice and recommendations to our People Resources Committee on management compensation, as well as compensation philosophy and policy. For 2022, our People Resources Committee has retained Mercer to provide advice and recommendations on the Company’s executive compensation programs, including on the following topics:

•2021 year-end compensation decision support;

•Revalidation of peer group and competitive market evaluation for executive compensation;

•Review of annual and long-term incentive plans and pay-for-performance analysis; and

•Compensation discussion and analysis drafting assistance.

Mercer’s fees for executive compensation consulting in 2021 were $324,177.

During 2021, the Company retained Marsh, a wholly-owned subsidiary of MMC, to provide insurance brokerage advice related to Marine and Cargo insurance and Property/All Risk insurance. The Company did not make any direct payments, as Marsh’s fees were compensated directly by the insurance companies through a commission arrangement.

The People Resources Committee has implemented policies and procedures to ensure that the advice it receives from the individual executive compensation consultant is objective and not influenced by Mercer’s or its affiliates’ relationships with the Company.

In advising the People Resources Committee, it is necessary for the consultant to interact with management to gather information, but the People Resources Committee may exercise its discretion in determining if and when the consultant’s advice and recommendations to the Committee can be shared with management.

People Resources Committee Interlocks and Insider Participation (Compensation Committee Interlocks and Insider Participation)

During 2021, the following directors were members of the People Resources Committee: Mr. Bassoul, Mr. Foss, Mr. Hanau and Ms. Levine. None of our directors currently serve, or in the past fiscal year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or People Resources Committee.

Nominating and Corporate Governance Committee

Our NCGC is composed of Mr. Farkas, Mr. Figuereo, Mr. Foss, Dr. Hochman, and Mr. Plantevin, with Mr. Foss serving as chair of the committee. Each member of our NCGC is independent under Nasdaq independence standards. During 2021, the NCGC met five times. The NCGC’s responsibilities include:

Responsibilities of the Nominating and Corporate Governance Committee
Develop the criteria for the requisite skills and characteristics of new Board members as well as the composition of the Board as a whole	Recommend to the Board director nominees for election or reelection at each annual general meeting of shareholders
Recommend to the Board candidates to serve as members and chairpersons of each of the Board’s committees	Review any director resignation letter tendered in accordance with the Articles and evaluate and recommend to the Board whether such resignation should be accepted
Periodically review and make recommendations to the Board regarding the Company’s corporate responsibility and sustainability efforts	Oversee and make recommendations to the Board regarding the Company’s political and charitable contributions
Propose to the Board director candidates to fill vacancies on the Board or on Board committees in the event of a director’s resignation, death or retirement, a change in Board or committee composition requirements, or the expansion of the Board or any committee thereof	Periodically review and, if desirable, recommend to the Board changes in the number, responsibilities and membership of the Board committees
Review the appropriateness of a director’s continued Board and committee membership in light of any change in the director’s employment, relationship with the Company or any other changed circumstance that could affect the director’s independence, qualifications or availability	Annually review and reassess the adequacy of the committee charter
Evaluate and make recommendations to the Board regarding shareholder proposals	Administer annual performance evaluations of the Board and its committees, including a review of this committee by its members, and present the evaluations to the Board

Environmental, Social and Governance

The Company operates under a sustainability strategy built around three pillars “Protect. Care. Sustain.” to guide its ESG priorities and actions and to more transparently align its ESG and diversity goals with its brand promise, which is “Protecting and Caring, Always.”

The Company’s 2021 Sustainability Report highlights the Company’s efforts at environmental stewardship, waste and energy reduction, safety, employee and stakeholder engagement, diversity and governance. The 2021 report can be found online under “Sustainability” on our website www.diversey.com. Neither our 2021 report nor our website is a part of the Proxy Statement and neither is incorporated by reference herein.

Our ESG pillars embody goals on climate; the circular economy; diversity, equity, and inclusion; and a net positive concept that will push Diversey towards more innovations for our customers and increased efficiency in our operations.

Protect

Care

Sustain

•Diversey received a Silver Sustainability Rating from EcoVadis in 2021, given to companies in the top 20% of EcoVadis’ rankings.

•Diversey was named as a Finalist in the category of Best Recycling/Circularity Initiative for the Chemical Week Sustainability Awards 2021 for its “Coffee Briques” product. This product converts used coffee grounds into eco-friendly fuel for cooking and heating and is a cheaper source of fuel, provides new employment opportunities for those who convert the used coffee grounds into Coffee Briques, and helps to protect the environment by reducing or eliminating materials for landfills and deforestation that results from using wood or charcoal as a primary energy source.

•Diversey Vietnam was recognized for Best Country Award (Platinum Level) for Overall CSR Excellence at the 12th and 13th Annual Global CSR Virtual Summit and Awards 2021 held in November 2021. Diversey Vietnam won for its Creating Shared Value (CSV) programs such as Soap For Hope (reprocessing used hotel guests soaps into new soap bars), Linens For Life (repurposing end-of-life but still in good condition hotel linens into newborn linen kits, face masks, tote bags and other items instead of sending materials to landfills when their intended useful life is at an end) and Coffee Briques (converting used coffee grounds into coffee fuel briquettes).

•In November 2021, the American Chamber of Commerce in Thailand (AmCham) recognized Diversey Thailand with the AmCham CSR Excellence Awards (Silver). This was the third consecutive year that Diversey Thailand had been recognized with the AmCham CSR Excellence Awards, which is awarded to member companies for their long-term efforts to support Thailand’s sustainable development.

•The Company distributed approximately 150,000 soap bars for hygiene and sanitation and approximately one million “Linens for Life” face masks to many underserved communities and villages from across 12 countries to provide respiratory protection for those in need.

•The Company was recognized by Newsweek and the Leapfrog Group for its Oxivir^TM product, which was rated as a Best Infection Prevention Product in 2021 based on the product’s effectiveness, safety (to both patients and healthcare workers), successful real-world implementation and the stability of the Company.

•In November 2020, Diversey was awarded the Asia Corporate Excellence and Sustainability (ACES) Most Caring Company in Asia of the Year by the MORS Group.

Stakeholder Engagement on ESG Matters

The decisions we make as a Company impact a variety of stakeholders around the world, from the employees who develop and manufacture our products to the customers that use our products each day. It is important that we understand their perspectives and take their voices into account. Partnership, collaboration and engagement with our stakeholders are also key to driving innovation and delivering positive impact at scale. Below is a snapshot of some of our largest stakeholder groups, their primary interests and how we engage with them.

Certain Relationships and Related Party Transactions

We have adopted a Related Party Transactions Policy with respect to the review, approval and ratification of related party transactions. Under the policy, our Audit Committee is responsible for reviewing and approving related party transactions. In the course of its review and approval of related party transactions, our Audit Committee will consider the relevant facts and circumstances to decide whether to approve such transactions. In particular, our policy requires our Audit Committee to consider, among other factors it deems appropriate in determining whether to approve or ratify a related party transaction, whether the transaction is in our best interests and those of our shareholders, as the Audit Committee determines in good faith, including the following:

•Whether the related party transaction was initiated by the Company or the related party	•The availability of other sources of comparable products or services
•Whether the transaction with the related party is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party	•The purpose, and the potential benefits to the Company, of the related party transaction
•The approximate dollar value of the amount involved in the related party transaction, particularly as it relates to the related party	•The related party’s interest in the related party transaction
•Whether the transaction was undertaken in the ordinary course of business of the Company	•Any other information regarding the related party transaction or the related party that would be material to investors in light of the circumstances of the particular transaction

Our directors are parties to separate indemnification agreements with the Company. For more information regarding the compensation of our directors, please see the section headed “Director Compensation” below.

Investor Rights Agreement

We are party to the Investor Rights Agreement with Bain Capital and certain co-investors and members of management who hold ordinary shares. The following is a summary of certain registration rights and nomination rights under the Investor Rights Agreement, which summary is not intended to be complete. The following discussion is qualified in its entirety by the full text of the Investor Rights Agreement, a copy of which may be found as an exhibit to our 2021 Annual Report.

Registration Rights

Pursuant to the Investor Rights Agreement, Bain Capital is entitled to certain demand registration rights which will enable it to require us to file a registration statement and otherwise assist with certain public offerings of our ordinary shares under the Securities Act. Bain Capital is entitled to certain customary “piggy-back” registration rights in the event that we propose to register securities as part of a public offering. In addition, certain co-investors and members of our management are entitled to certain customary “piggyback” registration rights in the event that Bain Capital or the Company proposes to register securities as part of a public offering. The registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in an underwritten offering and our right to delay or withdraw a registration statement under certain circumstances.

All costs and expenses associated with any demand registration or “piggy-back” registration will be borne by us other than underwriting discounts, commissions and transfer taxes, if any. We are also required to provide indemnification and contribution for the benefit of selling shareholders in connection with any demand registration or “piggy-back” registration.

Nomination Rights

Under the Investor Rights Agreement, dependent upon its beneficial share ownership, Bain Capital has the right, among other rights, to nominate a minimum number of members of our Board. For more information regarding Bain Capital’s nomination rights, see the section headed “Bain Capital Director Nomination Rights” above.

Management Agreement

Up until our IPO, we were party to a management agreement with Bain Capital Private Equity (Management Agreement), pursuant to which Bain Capital Private Equity provided us with general business consulting services; financial, managerial and operational advice; advisory and consulting services with respect to selection of advisors; advice in different fields; and financial and strategic planning and analysis.

Pursuant to the Management Agreement, Bain Capital Private Equity was entitled to receive an aggregate annual fee equal to $7.5 million, plus reimbursement for out-of-pocket expenses incurred by Bain Capital Private Equity or its affiliates in connection with the provision of services pursuant to the Management Agreement. The fee was payable on a quarterly basis in advance. The fee was further subject to adjustment in connection with acquisitions.

The Management Agreement provided that Bain Capital Private Equity was entitled to receive fees in connection with certain subsequent financing, acquisition, disposition and change of control transactions of 1% of the gross transaction value of any such transaction. In addition, the Management Agreement provided that, upon our IPO, Bain Capital Private Equity was entitled to receive a one-time payment equal to five times the applicable annual management fee. The Management Agreement also provided customary exculpation and indemnification provisions in favor of Bain Capital Private Equity in connection with the services it provided to us.

The Management Agreement terminated pursuant to its terms in connection with our IPO in 2021. At that time, we paid Bain Capital Private Equity a lump sum amount of $17.5 million. The indemnification and exculpation provisions in favor of Bain Capital Private Equity survived such termination.

Tax Receivable Agreement

We are party to a Tax Receivable Agreement (TRA), with Diversey Holdings I (UK) Limited, BCPE Diamond Cayman Holdings Limited as shareholder representative and the shareholders of Constellation (BC) S.á.r.l., including directors and executive officers. The following is a summary of certain material terms of the TRA, which summary is not intended to be complete. The following discussion is qualified in its entirety by the full text of the TRA, a copy of which may be found as an exhibit to the 2021 Annual Report.

Pursuant to the TRA, we are generally required to pay to TRA Recipients 85% of the cash savings, if any, in (x) U.S. federal, state or local income tax, and (y) Dutch income tax, in each case, that we actually realize (or are deemed to realize in certain circumstances) as a result of the Pre-IPO Tax Assets (as defined in the TRA). Under the TRA, generally, we retain the benefit of the remaining 15% of the applicable tax savings. In addition, the TRA provides for interest, at a rate equal to LIBOR plus 300 basis points (subject to change if LIBOR is no longer a widely recognized benchmark rate), accrued from the due date (without extensions) of the IRS Form 1120 (or any successor form) for any U.S. subsidiaries of the Company for the applicable taxable year until the date of payment specified by the TRA.

Had we elected to terminate the TRA immediately after the IPO, we estimate that we would have been required to pay $270.8 million in the aggregate under the TRA. To the extent that we are unable to make payments under the TRA, and such inability is a result of the terms of debt documents, such payments will be deferred and will accrue interest at a rate of LIBOR plus 300 basis points (subject to change if LIBOR is no longer a widely recognized benchmark rate) until paid.

Pre-IPO Loans to Directors and Executive Officers

Our subsidiary, Diamond (BC) B.V., made loans to certain of our directors and executive officers in connection with their investment in shares in an entity incorporated in 2017 for the purpose of pooling the pre-IPO interests of our employees, directors and officers in our then holding company, Constellation (BC) S.á.r.l. The loans were generally equal to the purchase price of the shares and/or the tax liability of the individual making the investment.

Mr. Figuereo was the Executive Vice President and Chief Financial Officer of NII Holdings, Inc. from 2012 until 2015. On September 15, 2014, NII Holdings, Inc. and eight of its U.S. and Luxembourg-domiciled subsidiaries, including NII Capital Corp. and Nextel International Telecom, S.C.A., along with certain other affiliates of NII Holdings, Inc., filed voluntary petitions seeking relief under Chapter 11 of Title 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. NII Holdings, Inc. emerged from the Chapter 11 proceedings on June 26, 2015.  

Director Compensation

All of our directors are reimbursed for travel, food, lodging and other expenses directly related to their activities as directors and are additionally entitled to the protection provided by the indemnification provisions in our bylaws and pursuant to separate indemnification agreements.

We do not compensate our non-executive directors who are current or former employees of, or advisors to, Bain Capital Private Equity or its affiliates, and those directors associated with our principal shareholder, Bain Capital. Additionally, as an employee director, Mr. Wieland receives no additional compensation for his Board service.

Our director compensation program is intended to encourage eligible directors to align their interests with that of shareholders by providing for a majority of annual compensation to be paid in the form of equity and offering directors the option of receiving their annual retainers in the form of fully-vested deferred restricted share units or ordinary shares of the Company.

The annual compensation period for our directors who are eligible to receive compensation for their service on our Board begins on March 29 and ends on March 28th of the following year. The compensation arrangements of each of our directors eligible to receive compensation for their service on our Board and Committee Chairs for the period from March 29, 2022 to March 28, 2023 is shown below. Our Board may revise the compensation arrangements for our directors from time to time.

Board Position	Annual Retainer	Annual Equity Incentive
Chair of the Board	$195,000	$200,000
Non-Chair Director	$90,000	$125,000
Audit Committee Chair	$25,000	—
NCGC Chair	$20,000	—
People Resources Committee Chair	$20,000	—

The annual retainer is payable, at the election of the director, in cash or in ordinary shares of the Company or fully-vested deferred restricted share units with a grant-date fair value equal to the annual retainer amount. Annual retainer amounts payable in connection with a director’s service as Audit Committee Chair, NCGC Chair and People Resources Committee Chair are paid in addition to any other compensation earned for such director’s service as Chair of the Board or as a member of the Board. To ensure that a majority of each director’s compensation is paid in the form of equity, in the event that the Chair of the Board is also the Chair of a committee, the annual retainer payable in connection with such committee Chair position is paid, at the election of the Chair, in either ordinary shares of the Company or fully-vested restricted share units with a grant-date fair value equal to the annual retainer amount.

The annual equity incentive is payable in restricted share units with a grant-date fair value equal to the annual equity incentive amount, which vest on the first anniversary of the grant date.

2021 Director Compensation

The following table shows 2021 compensation for our eligible directors who served in 2021. During 2021, Mr. Bassoul, Mr. Figuereo, Mr. Foss and Dr. Hochman were eligible to receive compensation for their service on our Board.

Name	Fees earned or paid in cash ($)(1)	Share awards ($)(5)	Total ($)
Selim Bassoul	$20,712(2)	1,395,000(6)	1,415,712
Juan Figuereo	$13,808(3)	240,000	253,808
Eric Foss	$107,584(4)	125,000	232,584
Rodney Hochman, M.D.	—	123,625	123,625

(1)The directors can choose to receive their board retainer amounts in cash, ordinary shares, or fully vested deferred RSUs. The amounts reported in this column represent the portion of annual retainers each eligible director elected to receive in cash for the period from March 29, 2021 to December 31, 2021, along with any amounts earned under applicable pre-IPO retainer arrangements.

(2)Mr. Bassoul earned a pre-IPO retainer in the amount of $15,000 per month in respect of the period February 15, 2021 to March 28, 2021.

(3)Mr. Figuereo earned a pre-IPO retainer in the amount of $10,000 per month in respect of the period February 15, 2021 to March 28, 2021.

(4)Mr. Foss earned a pre-IPO retainer in the amount of $8,333 per month in respect of the period January 1, 2021 to March 28, 2021.

(5)The amounts reported in these columns reflect the aggregate grant date fair value of share awards, grants of restricted share units and deferred restricted share units (as applicable, RSUs) calculated in accordance with ASC 718 reflecting each eligible director’s annual equity incentive award and annual retainer amounts such director elected to receive in the form of equity awards for the annual director compensation period from March 29, 2021 to March 28, 2022. The amounts reported for the RSUs do not reflect compensation actually received by the director. The actual value that a director may realize from a RSU is contingent on the price of an ordinary share on the date the RSU is settled. Thus, there is no assurance that the value eventually realized by the director will correspond to the amount shown. The aggregate number of share awards outstanding at fiscal year-end for each director for their service as a director was as follows: 92,999 for Mr. Bassoul, 15,999 for Mr. Figuereo, 8,333 for Mr. Foss, and 6,903 for Dr. Hochman.

(6)As Non-Executive Chair of the Board, Mr. Bassoul, received for the first year after our IPO, fully-vested deferred RSUs settled in ordinary shares (Deferred RSUs). In consideration of Mr. Bassoul’s significant contribution to the preparation for and success of our IPO, he also received a one-time grant of RSUs settled in ordinary shares (the IPO Grant), with a grant date fair value of $1,000,000. The IPO Grant will vest in equal 25% instalments on each of the first four anniversaries of our IPO, subject to the terms and conditions set forth in the corresponding grant agreement and the 2021 Plan. Vesting is subject to Mr. Bassoul’s continued service with us in the role of our Non-Executive Chair through the applicable vesting date; provided, that, unless Mr. Bassoul is terminated for “cause” or resigns under circumstances where “cause” exists, vesting will continue following Mr. Bassoul’s termination in accordance with the described schedule.

2022 Director Compensation

Mercer has been retained to prepare a peer group assessment of the Director Compensation program to assist the Company in aligning director compensation for eligible directors consistent with peer group practices.

Mr. Verheul has served as the global President of our Food & Beverage division since October 2018, where he leads the Company’s global food and beverage market sector. Since joining the Company in 1986, Mr. Verheul has held a variety of professional and food and beverage roles in research, development, innovation, portfolio management and marketing. Previously, Mr. Verheul served as our global Vice President of Food & Beverage and Vice President of Food and Beverage, Europe. Mr. Verheul holds a Master’s degree in Physical and Colloid Chemistry from the University of Utrecht in the Netherlands and Master’s degree in Chemical Technology from the University of Amsterdam in the Netherlands.

Proposal 3 – Advisory Vote on the Frequency of Future Advisory Votes to Approve the Compensation of the Company’s NEOs

Separate from, and in addition, to the advisory approval of the Company’s executive compensation program shown in Proposal 2, public companies are required at least once every six calendar years to propose a non-binding, advisory vote on the frequency of future NEO compensation advisory votes. The options for the frequency of such advisory votes are once every year, once every two years or once every three years.

The Company is asking its shareholders to cast a non-binding, advisory vote regarding the frequency of future executive compensation advisory votes. Shareholders may vote for a frequency of every one, two or three years, or may abstain.

After careful consideration, the Board believes that the NEO compensation advisory vote should be held annually. Therefore, the Board recommends that shareholders choose an advisory, non-binding vote for a frequency of one year for future NEO compensation advisory votes.

The Board believes that our current compensation program closely links the compensation of our NEOs to our financial performance and aligns the interests of our NEOs with those of our shareholders. The Board believes that giving our shareholders the right to cast an advisory vote every year on their approval of the compensation arrangements of our NEOs is a good corporate governance practice and is in the best interests of our shareholders, by allowing our shareholders to provide us with input on our NEO compensation philosophy, policies and practices as disclosed in our proxy every year.

The option of one year, two years or three years that receives the majority of votes cast by shareholders will be the frequency for the advisory vote on NEO compensation that will be considered by the Company to have been approved by shareholders. However, because this vote is advisory and not binding on the Board, the People Resources Committee or the Company, the Board may decide that it is in the best interests of our shareholders and the Company to hold an advisory vote on NEO compensation more or less frequently than the option approved by our shareholders. The Board currently intends to consider the shareholders’ selection in deciding on a frequency.

We are asking our shareholders to provide an advisory, non-binding vote on the frequency of future advisory votes to approve executive compensation every year pursuant to the following resolution:

“RESOLVED, as an ordinary resolution, that the shareholders advise, on a non-binding basis, whether the preferred frequency of an advisory vote on the executive compensation of the Company’s named executive officers as set forth in the Company’s proxy statement should be every year, every two years, or every three years and that the frequency chosen by a majority of votes shall be the frequency AUTHORIZED, APPROVED AND CONFIRMED IN ALL RESPECTS.”

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR
SHAREHOLDERS A VOTE, ON AN ADVISORY BASIS, FOR “1 YEAR” FOR THE FREQUENCY OF ADVISORY
VOTES ON EXECUTIVE COMPENSATION.

People Resources Committee Report (Compensation Committee Report)

The People Resources Committee has reviewed and discussed the following CD&A of the Company with management. Based on their review and discussion, the People Resources Committee recommended to the Board, and the Board has approved, the inclusion of the CD&A in both the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and the Company’s Proxy Statement for the 2022 Annual General Meeting be held May 4, 2022. This report is provided by the following independent directors, who comprise the People Resources Committee:

Kenneth Hanau (Chair)

Selim Bassoul

Eric Foss

Susan Levine

Katherine Zanotti

Dated: March 23, 2022

Compensation Discussion and Analysis

Our NEOs

The table below shows each of our NEOs:

Executive Summary

Our compensation philosophy is to align our executive compensation with the interests of our shareholders by ensuring our compensation decisions align with financial objectives that have a significant impact on shareholder value. The following various components of our executive compensation program are designed to achieve this:

•“Pay-for-performance,” with a significant portion of total compensation tied to achieving our short- and long-term financial and strategic goals. •The appropriate level for each compensation component is based in part, but not exclusively, on internal equity and consistency, experience and responsibilities, as well as other relevant considerations, such as rewarding extraordinary performance and leadership qualities.	​	•Foster entrepreneurship at all levels of the organization with a focus on employee value and retention by making long-term equity-based incentive opportunities a substantial component of our executive compensation. •Hire, engage and retain talented and experienced executives who are motivated to achieve or exceed our short- and long-term corporate goals and who feel true ownership for our success year over year.

2021 Performance Highlights

Throughout 2021, we demonstrated the resilience of our business model and its ability to react and adapt to the sudden and unforeseen challenges brought about by COVID-19. These external global and regional challenges included substantial raw material, freight and labor shortages, significant raw material, freight and labor inflation, rising and volatile energy costs, and extended COVID-19 related lockdowns.

Financial Performance

•Delivered $410.1 million Adjusted EBITDA or 2.2% increase over the prior year

•Strong broad-based top line momentum with:

○Food & Beverage 10% increase over prior year

○Base Institutional (excluding Infection Prevention) 14.7% increase over prior year

○Infection Prevention 20% increase versus 2019 pre-pandemic baseline

•Expanded Adjusted EBITDA margins up 40 basis points over prior year to 15.7%

•As a leading global provider of hygiene, infection prevention and cleaning solutions, we have entered 2022 with solid momentum on our strategic growth drivers.

We encourage you to review our 2021 Annual Report. Adjusted EBITDA is not determined in accordance with accounting principles generally accepted in the United States (GAAP) and should not be viewed as a substitute for the most directly comparable GAAP financial measure, net income (loss) before income tax provision (benefit). Net income (loss) before income tax provision (benefit) was $(149.5) million for the year ended December 31, 2021. Additional information regarding our use of non-GAAP financial measures and reconciliations to the most directly comparable GAAP financial measure can be found on Annex A.

2021 Pay and Performance

After considering the impact on our Adjusted EBITDA of global and regional external factors, such as substantial raw material, freight and labor shortages, significant raw material, freight and labor inflation, rising and volatile energy costs and extended COVID-19 related lockdowns, coupled with the efforts of all employees in the Company to counteract these factors and deliver a market leading product range and service to our customers, the Board determined it was reasonable and appropriate and in the best interests of the Company to exercise discretion to increase the 2021 AIP award payouts. However, no member of our senior leadership team, including our NEOs, received a payout percentage greater than the payout percentage awarded to all other employees in each senior leadership team member’s applicable AIP Company-wide group. The Board believed that this adjustment was important to recognize the significant efforts of all Company employees, including our executive team, during these unprecedented market challenges, and to retain and keep them motivated going into 2022.

Further details are included in the “2021 AIP Performance Metrics” section below. There were no changes to long term-term incentive plan structure, vesting or restrictions.

Compensation Philosophy

Before our IPO in March 2021, we had not adopted any formal policies or guidelines for allocating compensation between long-term and short-term compensation, between cash and non-cash compensation or among different forms of non-cash compensation; rather, we focused on structuring overall compensation packages that served the objectives of aligning the interests of management with those of our primary shareholder, Bain Capital, and ensured a focus on long-term success. To achieve this, the key component of our pre IPO executive compensation program was in the form of incentive equity. As such, each of our NEOs held equity interests granted under our pre-IPO equity-based management incentive plan (MEIP), as described later in this section.

Concurrent with the closing of the IPO, all of the pre-IPO equity interests granted under the MEIP were converted into ordinary shares of the Company or restricted share units with respect to ordinary shares of the Company.

Our post IPO philosophy is to align our executive compensation program with the interests of our shareholders by ensuring our compensation decisions align with financial objectives that have a significant impact on shareholder value. The various components of our executive compensation program are designed to emphasize “pay-for-performance,” with a significant portion of total compensation tied to achieving our short- and long-term financial and strategic goals. Our compensation philosophy is also designed to foster entrepreneurship at all levels of the organization and is focused on employee value and retention by making long-term equity-based incentive opportunities a substantial component of our executive compensation. The appropriate level for each compensation component is based in part, but not exclusively, on internal equity and consistency, experience and responsibilities, as well as other relevant considerations, such as rewarding extraordinary performance and leadership qualities.

Another important goal of our executive compensation program is to help us hire, engage and retain talented and experienced executives who are motivated to achieve or exceed our short- and long-term corporate goals and who feel true ownership for our success year over year. Our executive compensation program is designed to reinforce a strong pay-for-performance alignment and serve the following purposes:

•Reward our NEOs for sustained financial and operating performance and strong leadership;

•Align our NEOs’ interests with the interests of our shareholders; and

•Encourage our successful NEOs to remain with us for the long term.

We further seek to ensure that each NEO’s base salary and short-term target annual incentive opportunity are competitive with the market, while maintaining an emphasis on variable pay, in order to appropriately retain and reward our NEOs for their commitment to us and for their achievements on our behalf. We believe that both the design of our executive compensation program and our compensation practices support our compensation philosophy. In preparation for our IPO, the Company engaged Mercer as our compensation consultant to work with us to evaluate our compensation philosophy and determine whether any adjustments were appropriate in our transition to a publicly traded company. Mercer was retained throughout the remainder of 2021 to provide general advice and recommendations to our People Resources Committee on management compensation, as well as our compensation philosophy and policy. In 2022, our People Resources Committee retained Mercer for an additional year to assist with compensation topics, such as policy design and implementation.

In addition to the overall compensation structure, the Company employs the following best pay practices which reflect our compensation philosophy:

Say on Pay and Shareholder Engagement

The People Resources Committee believes that our executive compensation program is consistent with our pay-for-performance philosophy and aligns the incentives for our executives with value creation for our shareholders. In this Proxy Statement, the Company is giving shareholders an opportunity to vote to approve, on an advisory basis, the compensation of our NEOs as disclosed in this CD&A and related tables. The Company is also asking shareholders to vote on the frequency of future executive compensation advisory votes. Shareholders may vote for a frequency of every one, two, or three years, or may abstain from voting. The Board has determined that an advisory vote on executive compensation every year is the best approach for the Company since it will allow shareholders to provide more frequent feedback to the Company on its pay program. The Company will consider the outcome of the advisory vote in making future pay decisions and will engage with shareholders on an ongoing basis for feedback on our pay and governance plans and decisions. For details see the section headed “Shareholder Engagement.”

Our Compensation Process

Process for Determining Compensation

Our executive compensation program includes base salaries, annual incentives and long-term equity-based incentives. Post-IPO decisions with respect to increasing annual base salaries, setting target opportunities for annual incentives and determining long-term incentive award levels were made by our People Resources Committee and based on the individual’s role within the Company, duties and responsibilities, experience and performance and delivery of results.

Before our IPO, Bain Capital, together with select members of the board of Constellation (BC) S.á.r.l., our parent company, determined the compensation for our NEOs in consultation with, other than with respect to the compensation of our Chief Executive Officer, our CEO and Chief Human Resources Officer (provided that neither our CEO nor our CHRO participated in determining their own compensation). The input of the CEO and CHRO with respect to the assessment of individual performance and retention was a key component of the process. Bain Capital, together with members of the board of Constellation (BC) S.á.r.l., were responsible for determining the compensation of the CEO.

Concurrently with the closing of the IPO, the People Resources Committee was established and became responsible for all determinations with respect to our executive compensation programs and the compensation of our NEOs going forward. The People Resources Committee is composed entirely of independent directors as defined by our Corporate Governance Guidelines and Nasdaq listing standards. To set 2021 pay, we created a peer group of companies which, in combination with general market compensation data, we used to assist with post-IPO pay decisions. To set 2022 compensation, the People Resources Committee is considering compensation provided by a peer group of companies, see the section headed “Compensation Benchmarking” below.

The People Resources Committee determines NEO compensation after consultation with the CEO and CHRO who provide insight and recommendations regarding compensation for all NEOs other than the CEO (provided that neither our CEO nor our CHRO participated in determining their own compensation).

Compensation Consultant

The People Resources Committee has the authority to retain, compensate and disengage an independent compensation consultant and any other advisors necessary to assist in its evaluation of executive compensation.

Mercer was engaged by the People Resources Committee in 2021 to provide recommendations for determining NEO compensation, including creating a peer group of companies to assist with post-IPO pay decisions in 2021 and to perform a competitive assessment of our executive compensation programs for 2022. In 2022, the People Resources Committee retained Mercer to evaluate the compensation of our CEO, our other NEOs, and our other executives, and to develop and support the implementation of our compensation philosophy and programs as a public company and assist with compensation reporting requirements.

Compensation Benchmarking

In making compensation-related decisions, the People Resources Committee assesses whether compensation is competitive with the market. To make 2021 post-IPO pay decisions and to set executive pay for 2022, the People Resources Committee established a peer group (Peer Group) to benchmark compensation, including base salaries, annual cash incentives and equity-based compensation. This benchmarking data was also used to assess total cash compensation (base salary and annual cash incentives) and total direct compensation (total cash compensation and total equity compensation). The selection criteria used to determine the composition of the Peer Group includes the following:

•Companies competing in the same talent market;

•Companies operating in similar industries, including specialty chemicals, environmental and facilities services, industrial machinery, specialized consumer services and diversified support services; and

•Companies of similar size, measured by revenue and market capitalization

The 14 companies listed below form our 2021-2022 Peer Group and meet all or some of the above criteria. The Peer Group, supplemented by other sources of competitive pay information, was an important input in making post-IPO pay decisions for 2021 and establishing compensation levels and structure for 2022. The Peer Group companies shown below are US-based publicly-traded services or industrial companies ranging in size from $1.9 billion to $6.2 billion in annual revenue, and $1.3 billion to $21.6 billion in market capitalization as of December 31, 2021.

2022 Pay Mix

For 2022, the People Resources Committee will consider the mix of pay for each NEO, including how much of target pay is cash versus non-cash, fixed versus variable and short- versus long-term and aligned with the interests of our shareholders. The following illustrations show the target mix of pay we plan to deliver in 2022 to our CEO (86% at risk) and the average mix for each of our other NEOs (72% at risk).

Base Salaries

We pay each of our NEOs a base salary based on the experience, skills, knowledge and responsibilities required of the individual and considering their working location. We believe base salaries are an important element in our overall compensation program as they provide a fixed element of compensation that reflects each NEO’s job responsibilities and value to us. The People Resources Committee has sole responsibility for determining a recommendation to the Board as to the base salary of our CEO. The People Resources Committee determines recommendations for the other NEOs’ base salaries after consultation with the CEO and the CHRO.

The People Resources Committee reviews our NEO’s base salaries each year and, typically, base salary increases are determined based on the following factors: assumption of new responsibilities, relative importance of the position, individual performance and contributions and competitive marketplace. The base salary adjustments for Messrs. Redaelli and Verheul are based on the market analysis and are intended to more closely align their base salaries with the market. Beginning in 2022 base salaries will be targeted at the median of our 2022 Peer Group based on data provided by our compensation consultant.

The table below shows each NEO’s annual base salary rates for 2020 and 2021 and the percentage change:

Named Executive Officer	2020 Annual Base Salary Rate ($)	2021 Annual Base Salary Rate ($)	% Change
Philip Wieland	900,000	900,000	—
Todd Herndon	600,000	600,000	—
Sinéad Kwant	457,748(1)(3)	458,819(2)	—(4)
Gaetano Redaelli	412,070(3)	416,812(2)	1.0%
Rudolf Verheul	371,247(3)	388,512(2)	4.7%

(1)Ms. Kwant commenced her employment with us in September 2020.

(2)The 2021 base salaries for each of Ms. Kwant and Messrs. Redaelli and Verheul were payable in Euros. The amounts were converted into U.S. dollars using the Bloomberg Euro to US$ FX rate effective December 31, 2021.

(3)The 2020 base salaries for each of Ms. Kwant and Messrs. Redaelli and Verheul were payable in Euros. The amounts set forth were converted into U.S. dollars using the average exchange rate for 2020 as reported by the Federal Reserve Bank of New York.

(4)Ms. Kwant’s annual base salary rate was unchanged between 2020 and 2021. The difference is solely a result of changes in currency exchange rates between 2020 and 2021.

2021 Annual Incentive Plan

We designed the annual incentive plan for 2021 (2021 AIP) to incentivize our senior executives, including our NEOs, and other eligible employees to achieve our top business, financial and other goals. We re-evaluate the terms of our annual incentive plan each year to ensure that we are always incentivizing our current objectives, which may change from year to year to reflect our primary areas of accountability and drive the right focus. Through our 2021 AIP, we provided short-term cash compensation that is at risk and subject to achievement of designated performance goals.

Each NEO’s 2021 AIP target opportunity was expressed as a percentage of the NEO’s base salary and varied based on the NEO’s position and level of responsibilities, as set forth in the table below. Based on performance achievement, the NEOs could earn between 0% and 200% of their 2021 AIP target opportunities.

Named Executive Officer	2021 Base Salary Level ($)	2021 AIP Target (% of Base Salary)	2021 AIP Payout Range (% of 2021 AIP Target)	2021 AIP Target Award ($)	Actual 2021 AIP Award ($)
Philip Wieland	900,000	100%	0-200%	900,000	387,000
Todd Herndon	600,000	80%	0-200%	480,000	206,400
Sinéad Kwant	458,819	50%	0-200%	229,409	98,646
Gaetano Redaelli	416,812	50%	0-200%	208,406	89,615
Rudolf Verheul	388,512	50%	0-200%	194,256	112,668

2021 AIP Performance Metrics

The performance metrics and weightings that applied to the opportunities for our CEO, Chief Financial Officer and Chief Strategic Development Officer, Messrs. Wieland, Herndon and Redaelli, respectively, under the 2021 AIP are Global Free Cash Flow and Global Adjusted EBITDA, which are the performance metrics and weightings that apply under the global version of the 2021 AIP. Mr. Redaelli participated in the same scheme as our CEO and Chief Financial Officer because of the global nature of his role.

The “Global Free Cash Flow” metric tracks our cash generation and is based on cash flow provided by (used in) our operating activities less capital expenditures (including our dosing and dispensing equipment), and cash proceeds from the securitization program and sale of property and equipment and other assets. The “Adjusted EBITDA” metric tracks our earnings before interest, taxes, depreciation, amortization and other items and is indicative of our operating performance. The People Resources Committee selected Global Free Cash Flow as a metric because it is a useful indicator of the amount of cash the Company has in order to pursue opportunities that enhance shareholder value and Global Adjusted EBITDA as a metric because it aligns with shareholder expectations.

We encourage you to review our 2021 Annual Report. Adjusted EBITDA and Global Free Cash Flow are not determined in accordance with GAAP and should not be viewed as a substitute for the most directly comparable GAAP financial measures, net income (loss) before income tax provision (benefit) and cash provided by (used in) operating activities. Net income (loss) before income tax provision (benefit) and cash provided by (used in) operating activities were $(149.5) million and $(88.7) million for the year ended December 31, 2021, respectively. Additional information regarding our use of non-GAAP financial measures and reconciliations to the most directly comparable GAAP financial measure can be found on Annex A below.

2021 AIP Performance Results and Payouts

Performance results for our 2021 AIP are set forth in the table below:

Performance Results for 2021 AIP
Performance Metric	Weighting	Actual Result ($)	Weighted Percentage of Target (%)
Global Free Cash Flow (all NEOs)	25%	(121,900,000)	0%
Global Adjusted EBITDA	75% (CEO, CFO and Redaelli)	418,100,000	11.7%
	​	​	​
European Adjusted EBITDA (Kwant)	50%	113,400,000	4.8%
Food & Beverage Division Adjusted EBITDA (Verheul)	50%	127,900,000	41.9%
Global Adjusted EBITDA (Kwant and Verheul)	25%	418,100,000	11.7%

Based on 2021 performance, the calculated 2021 AIP award percentages for the NEOs are shown in the table below:

Named Executive Officer	Target 2021 AIP Award (% of Base Salary)	Award Payout (as % of Target AIP Award)	Target Award ($)	Calculated Award ($)
Philip Wieland	100%	~ 12.5%	900,000	112,894
Todd Herndon	80%	~ 12.5%	480,000	60,210
Sinéad Kwant	50%	~ 4.2%	229,409	9,635
Gaetano Redaelli	50%	~ 12.5%	208,406	26,142
Rudolf Verheul	50%	~ 34.1%	194,256	66, 241

During 2021, the Company experienced several unprecedented global and regional challenges that could not have reasonably been anticipated or budgeted and which had a significant impact on our Adjusted EBITDA performance. These external global and regional challenges included substantial raw material, freight and labor shortages, significant raw material, freight and labor inflation, rising and volatile energy costs and extended COVID-19 related lockdowns.

Despite these unprecedented, significant and unexpected strains on our business, the Company’s executives and other employees worked together to manage the difficulties to enable the Company to deliver market-leading products and services to our customers. Their quick actions and thoughtful decisions minimized the risks to the business and allowed the Company to achieve significant milestones and perform well in the rapidly changing market. These actions and decisions included containing costs, working around supply chain disruptions and addressing other operational challenges, each of which played a critical role in responding effectively to the unforeseen business disruptions.

Given these external factors were outside the short-term control of the Company and its leadership, the Board felt it was reasonable and appropriate to exercise discretion to increase the overall 2021 AIP award payouts for all employees, including the NEOs. The Board believed that this adjustment was important to recognize the significant efforts of all Company employees, including our executive team, during these unprecedented market challenges and to retain and motivate its employees. To continue to incentivize our employees, the Board decided it was prudent to exercise discretion to increase the overall baseline 2021 AIP award payouts to achieve the payouts as shown in the table below. The percentage adjustments were the same for all employees in a given AIP Company-wide group, including for members of our senior leadership team. Our NEOs did not receive a payout percentage greater than the payout percentage that

All of the ordinary shares (whether vested or restricted) issued to all current employees and certain former employees, including the NEOs, in relation to the MEIP Shares are subject to a lock-up restriction. Under the lock-up restriction, legacy MEIP Participants cannot sell ordinary shares (whether or not vested) until the second anniversary of the consummation of the IPO, except under certain circumstances, and the lock-up restrictions that apply to the ordinary shares held by our NEOs are as noted below.

For current employees at the senior leadership team level, including our NEOs, a permissible sale during this two-year period (i) must be pursuant to a transaction in which Bain Capital is selling ordinary shares (Bain Sale) and (ii) cannot result in the legacy MEIP Participant selling shares at a faster rate than Bain Capital. This rate is measured on a pro rata basis and by reference to the number of ordinary shares (whether vested or restricted) held by the MEIP Participant and Bain Capital, respectively, immediately following the IPO.

If, at the time of a Bain Sale, the total number of an MEIP Participant’s vested ordinary shares is less than the maximum number of ordinary shares that the MEIP Participant would be entitled to sell in the Bain Sale, a number of the MEIP Participant’s restricted ordinary shares will accelerate and vest, so that, after vesting, the MEIP Participant holds a number of vested ordinary shares equal to the maximum.

At the time of the IPO in March 2021, our NEOs received the following number of ordinary shares and restricted ordinary shares in respect of their MEIP Shares:

Named Executive Officer	Number of Vested Ordinary Shares	Number of Restricted Ordinary Shares
Philip Wieland	1,050,954	2,627,385
Todd Herndon	749,302	1,498,605
Sinéad Kwant	—	255,711
Gaetano Redaelli	235,237	156,826
Rudolf Verheul	148,362	98,908

2021 Omnibus Incentive Plan

Concurrent with the IPO, the Company implemented the 2021 Plan. The 2021 Plan is administered by our People Resources Committee, and employees, including our NEOs, are eligible to receive awards under the 2021 Plan. The 2021 Plan provides for the grant of share options, share appreciation rights, restricted shares, restricted share units, bonus shares, dividend equivalents, other share-based awards, substitute awards, annual incentive awards and performance awards intended to align the interests of participants with those of our shareholders.

IPO Transaction Grants

In connection with our IPO, we granted an award of RSUs on a one-time basis to certain of our employees, including our NEOs. The RSUs granted to our NEOs will cliff-vest on December 31, 2023, generally subject to the NEO’s continued employment through the applicable vesting date and the terms and conditions of the relevant award agreement. The number of RSUs granted to each of our NEOs is as follows: