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CHURCH & DWIGHT CO., INC.
Virtually via a live audio webcast at www.virtualshareholdermeeting.com/CHD2024 CHURCH & DWIGHT CO., INC. Princeton South Corporate Park 500 Charles Ewing Boulevard Ewing, New Jersey 08628 USA (609) 806-1200 www.churchdwight.com | ||
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Notice of Annual Meeting of Stockholders to be held Thursday, May 3, 2018.2, 2024
The Annual Meeting of Stockholders of Church & Dwight Co., Inc. will be held at Church & Dwight Co., Inc., Princeton South Corporate Park, 500 Charles Ewing Boulevard, Ewing, New Jersey 08628 on Thursday, May 3, 20182, 2024 at 12:00 p.m., Eastern Daylight Time,Time. To support the health and well-being of our employees and stockholders, and to facilitate stockholder attendance and ability to participate fully and equally from any location around the world at no cost, this year’s meeting will be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/CHD2024. At the meeting stockholders will be asked to consider and take action on the following:
1. | Election of |
2. | An advisory vote to approve the compensation of our named executive officers; |
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| Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for |
| 4. | A proposal to amend our Amended and Restated Certificate of Incorporation; and |
5. | Transaction of such other business as may properly be brought before the meeting or any adjournments thereof. |
All stockholders are cordially invited to attend, although only those stockholders of record as of the close of business on March 6, 20182024 will be entitled to notice of, and to vote at, the meeting or any adjournments thereof.
Your vote is important. Whether or not you expect to attend the virtual meeting, we urge you to vote by submitting your proxy. You may vote your proxy four different ways: by mail, via the Internet, by telephone, or in person atduring the virtual meeting. Please refer to detailed instructions included herein or with the Notice Regarding the Availability of Proxy Materials.
By Order of the Board of Directors,
PATRICK D. DE MAYNADIER Corporate Secretary |
Ewing, New Jersey
March 23, 201822, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD VIRTUALLY ON MAY 3, 2018: 2, 2024: The Notice of Annual Meeting, Proxy Statement and 20172023 Annual Report to Stockholders are available at: https://materials.proxyvote.com/171340.
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CORPORATE GOVERNANCE GUIDELINES AND OTHER CORPORATE GOVERNANCE DOCUMENTS |
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| Church & Dwight Co. | 2024 Proxy Statement |
| TABLE OF CONTENTS | ||
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| Church & Dwight Co.| |
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PROXY STATEMENTSTATEMENT SUMMARY
This summary highlights important information you will find in this proxy statement. This summary does not contain all of the information you should consider. You should read the complete proxy statement and our 20172023 Annual Report before voting.
In this proxy statement, the words “Church & Dwight,” “Company,” “we,” “our,” “ours,” and “us” and similar terms refer to Church & Dwight Co., Inc. and its consolidated subsidiaries.
20182024 ANNUAL MEETING OF STOCKHOLDERS
| Date and Time: |
| May |
| Place: | Virtually via a live audio webcast at www.virtualshareholdermeeting.com/CHD2024 | |
| Record Date: |
| March 6, 2024 |
Princeton South Corporate Park
500 Charles Ewing Boulevard
Ewing, New Jersey 08628
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VOTING MATTERS AND BOARD OF DIRECTORS RECOMMENDATIONS
| Proposals | Board Recommendation | Vote | Required | ||||
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| Election of | FOR EACH NOMINEE | Majority of votes cast | ||||
| Advisory vote to approve the compensation of our named executive officers |
| FOR | Majority of votes present | |||
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| Ratification of the appointment of Deloitte & Touche LLP as our |
| FOR | Majority of votes present | |||
4. | Approve a proposal to amend our Amended and Restated Certificate of Incorporation | FOR | Majority of votes outstanding and entitled to vote | ||||
Church & Dwight Co. | 2024 Proxy Statement | 1 | |
| SUMMARY | ||
Bradlen S. Cashaw, Matthew T. Farrell, Bradley C. Irwin, Penry W. Price, Susan G. Saideman, Ravichandra K. Saligram, Robert K. Shearer, Janet S. Vergis, Arthur B. Winkleblack, and Laurie J. Yoler are the nominees to serve as all of the members of the Company’s Board of Directors (“Board” or “Board of Directors”) until our 20212025 Annual Meeting of Stockholders. Detailed information about all of our directors’ and director nominee’snominees’ backgrounds and areas of expertise can be found beginning on page 7.under “Proposal 1: Election of Directors – Skills and Qualifications of our Board of Directors.”
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| Name | Position | Director Since | Independent | Audit | Compensation and Human | Governance, Nominating and Corporate Responsibility | Executive | ||||||||||||||
| Bradlen S. Cashaw | Chief Operating Officer, Agropur | 2021 | X | X |
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Matthew T. Farrell | Chairman of the Board, President and Chief Executive Officer, Church & Dwight | 2016 |
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| Bradley C. Irwin | Retired President and Chief Executive Officer, Welch Foods, Inc. | 2006 | X |
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| Penry W. Price |
| 2011 | X | X | Chair | X | |||||||||||||||
| Susan G. Saideman | Founder and Chief Executive Officer, Portage Bay Limited LLC and former Vice President, Amazon, Inc. |
| 2020 | X | X |
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| Ravichandra K. Saligram | Retired Chief Executive Officer, Newell Brands, Lead Director, Church & Dwight Co., Inc. | 2006 | X |
| X | X | X | ||||||||||||||
| Robert K. Shearer | Retired Senior Vice President and Chief Financial Officer, |
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| Janet S. Vergis | Former Executive Advisor for private equity firms and former CEO, OraPharma, Inc. | 2014 | X | X | Chair | X | |||||||||||||||
| Arthur B. Winkleblack | Retired Executive Vice President and Chief Financial Officer, HJ Heinz Company | 2008 | X | Chair | X | ||||||||||||||||
| Laurie J. Yoler | Partner, Playground Global |
| 2018 | X |
| X | X |
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| SUMMARY | ||
(1)If elected to the Board, Ms. Yoler will be appointed to the Compensation & Organization and Governance & Nominating committees.
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CORPORATE GOVERNANCEGOVERNANCE
We strive to maintain effective corporate governance practices and policies. We believe that the following practices and policies contribute to our strong governance profile:
Director Independence |
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| ◾ | 3 fully independent Board committees: Audit, Compensation & | ||
| ◾ | Independent Lead Director presides over executive sessions of, | ||
Board Accountability |
| ◾ | Annual election of directors | |
| ◾ | Our directors are subject to “majority | |||
Board Leadership |
| ◾ | Annual assessment and determination of Board leadership structure | |
| ◾ | Annual | ||
| ◾ | Lead Director has strong role and significant governance duties, including approval of Board agendas and chairing executive sessions of all independent directors | ||
Board Evaluation and Effectiveness |
| ◾ | Annual Board, Committee, and individual director evaluations | |
Board Refreshment |
| ◾ | Existing Board members | |
| ◾ | Annual review of board succession plans | ||
Director Engagement |
| ◾ | Each director attended at least | |
| ◾ | Board policy limits director membership to four other public company boards for non-employee directors (without the approval of the Governance, Nominating & | ||
| ◾ | Stockholder ability to contact directors (as described | ||
Director Access and Resources |
| ◾ | Significant interaction with the Company’s senior business leaders through regular business reviews | |
| ◾ | Directors have direct access to senior management and other employees | ||
| ◾ | Directors have authorization to hire outside experts and consultants and to conduct independent investigations | ||
Proxy Access | ◾ | Our Bylaws provide for proxy access by stockholders | ||
No Supermajority Voting Requirements | ◾ | No supermajority requirement for stockholders to amend Bylaws | ||
| ◾ | No supermajority requirement for stockholders to amend the Certificate of Incorporation | |||
Right of Stockholders to Request Special Meeting | ◾ | Stockholders with at least 25% of our outstanding stock have the right to request special meetings of the stockholders | ||
Clawback |
| ◾ | Clawback | |
| ◾ | Clawback provisions incorporated into the Company’s | |||
Anti-Hedging Policy | ◾ | Insider trading policy prohibits non-employeedirectors | ||
Church & Dwight Co. | 2024 Proxy Statement | 3 | |
| SUMMARY | ||
Share Ownership | ◾ | CEO is required to hold shares equivalent to 6x base salary | ||
| ◾ | CFO is required to hold shares equivalent to 3x base salary | |||
| ◾ | All other senior executives are required to hold shares equivalent to 2.5x base salary | |||
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Director Compensation | ◾ | Implemented a maximum annual limit of $750,000, in the aggregate, for Director Compensation | ||
Compensation Practices | ◾ | Target compensation opportunities are competitive in markets in which we compete for management talent | ||
| ◾ | Use of short-term and long-term incentives ensure a strong connection between Company performance and actual compensation realized | |||
| ◾ | Our Annual Incentive Plan utilizes five diverse metrics to avoid over-emphasis on any one measure | |||
| ◾ | In the event of a change in control, our named executive officers will not receive cash severance, nor will equity granted after July 30, 2019 vest, unless accompanied by a qualifying termination of the named executive officer | |||
| ◾ | No excise tax gross-ups for | |||
| ◾ | No defined pension benefit plan or similarly actuarially valued pension plan for executives | |||
| ◾ | Limited perquisites | |||
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| Repricing of stock options is prohibited without prior stockholder approval | |||
| ◾ | Commitment to building a diverse | ||
Risk Management/ESG | ◾ | Risk assessment and risk management are the responsibility of the Company’s management, and the Board has oversight responsibility for those processes and findings | ||
| ◾ | The Board and its committees oversee the execution of the Company’s sustainability strategy and its environmental, social and governance priorities and initiatives as part of their oversight of the Company’s overall strategy and risk management | |||
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Church & Dwight Co.| | | |
PROXY STATEMENT | ||
Princeton South Corporate Park, 500 Charles Ewing Boulevard, Ewing, New Jersey 08628
(609) 806-1200
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
This proxy statement is furnished in connection with the solicitation of proxies by our Board for use at the 20182024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually on May 3, 20182, 2024, and at any adjournments thereof.
Who Can Vote
Each holder of record of our common stock at the close of business on March 6, 20182024, is entitled to vote at the Annual Meeting. At the close of business on March 6, 2018,2024, there were 244,126,653243,904,772 shares of our common stock outstanding.
Distribution of Proxy Solicitation and Other Required Annual Meeting Materials
The rules of the Securities and Exchange Commission (“SEC”) has adopted rules that allow us to mail a notice to our stockholders advising that our proxy statement, annual report to stockholders, electronic proxy card, and related materials are available for viewing, free of charge, on the Internet. These rules give us the opportunity to serve you more efficiently by making the proxy materials available quickly online and reducing costs associated with printing and postage. Stockholders may access these materials and vote over the Internet or by telephone or request delivery of a full set of materials by mail or email. We have elected to utilize this process for the Annual Meeting. We began mailing the required notice, called a Notice Regarding Availability of Proxy Materials (“Notice”), to stockholders on or about March 23, 201822, 2024. The proxy materials have been posted on the Internet, at https://materials.proxyvote.com/171340. If you received a Notice by mail, you will not receive a paper or email copy of the proxy materials unless you request one in the manner set forth in the Notice.
How You Can Vote
You may vote by any of the following methods:
In person. Stockholders of record and beneficial stockholders with shares held in street name (held in the name of a broker or other nominee) may vote in person at the Annual Meeting. If you hold shares in street name, you must obtain a legal proxy from your broker or other nominee to vote in person at the Annual Meeting.
| • | During the virtual Annual Meeting. Stockholders of record and beneficial stockholders with shares held in street name (held in the name of a broker or other nominee) may vote virtually during the Annual Meeting. If you hold shares in street name, you must obtain a legal proxy from your broker or other nominee to vote virtually during the Annual Meeting. |
By telephone or via the Internet. You may vote by proxy, either by telephone or via the Internet, by following the instructions provided in the Notice, proxy card, or voting instruction card.
| • | By telephone or via the Internet. You may vote by proxy, either by telephone or via the Internet, by following the instructions provided in the Notice, proxy card, or voting instruction card. |
By mail. If you request printed copies of the proxy materials by mail, you may vote by proxy by signing and returning the proxy card or voting instruction card.
| • | By mail. If you request printed copies of the proxy materials by mail, you may vote by proxy by signing and returning the proxy card or voting instruction card. |
If you vote by telephone or via the Internet, please have your Notice or proxy card available. The control number appearing on your Notice or proxy card is necessary to process your vote. A telephone or Internet vote authorizes the named proxies in the same manner as if you marked, signed, and returned a proxy card by mail.
Church & Dwight Co. | 2024 Proxy Statement | 5 | |
| PROXY STATEMENT | ||
How You May Revoke or Change Your Vote
You have the power to change or revoke your proxy at any time before it is voted at the Annual Meeting as follows:
Stockholders of record.
We pay fees to our directors in accordance with the Amended and Restated Compensation Plan for Directors (as amended and restated, the(the “Compensation Plan for Directors”). Any fees payable to our directors under this planthe Compensation Plan for Directors may be deferred in accordance with our Deferred Compensation Plan for Directors, provided that a timely election is made by the director seeking such deferral. We also provide annual restricted stock units and stock option awards to our directors under the Amended and RestatedChurch & Dwight Co., 2022 Omnibus Equity Compensation Plan (the “Omnibus Equity Compensation Plan”). All of these arrangements are described in further detail below.
Compensation Plan for Directors. Our The Compensation Plan for Directors became effective as of Januarywas amended and restated in February 2023 and further amended and restated on November 1, 2015,2023 (as so amended and restated, the “Compensation Plan for Directors”) and provides for the payment of fee-based compensation (i.e., an annual retainer and any special assignment meeting fees) and annual equity grants to our directors other thanwho are not full-time employees of the CEO.Company or its affiliates. Special assignment meeting fees areof $2,000 per meeting may be paid in consideration for attendance at meetings with respect to certain non-scheduled activities and special projects requestedas determined by the Board. NoGovernance, Nominating & Corporate Responsibility Committee and cannot exceed $20,000 per special assignment committee member, including the chair of such committee. Mr. Winkleblack received special assignment meeting fees in 2023 which were paid in fiscal year 2017.December 2023. The annual retainer amount is pro-rated for any director with less than a full year of service.
The Compensation Plan for Directors provides each director with the choice of receiving his or her fee-based compensation (i) 100 percent in cash if that all fee-based compensation payable todirector has fully satisfied the Company’s Stock Ownership Guidelines for Directors, (ii) 50 percent in cash and 50 percent in shares of our common stock if specifically elected by a director annually be paid either 100%or (iii) 100 percent in shares of our common stock (the default method of payment), or 50% cash and 50% in shares of our common stock if specifically elected by a director.. For 2017, our2023, all directors made their electionelections for how to receive their fee-based compensation in December of 2016.2022. To determine the number of shares a director is entitled to receive under the plan,Compensation Plan for Directors, the annual retainer or special assignment meeting fee amount (as applicable) is divided by the closing price of a share of our common stock as reported on the NYSE on the applicable payment date.
Annual Equity Grants for Directors. The Compensation Plan for Directors provides that, unless otherwise established by our Boardbeginning in January 2023, non-employee directors will receive 50 percent of Directors, equitytheir Annual Equity Grant in the form of stock option awards and 50 percent in the form of restricted stock units (“RSUs”), in each case, granted under the 2022 Omnibus Equity Compensation Plan. These grants to our non-employee directors will be made annually on the same date each year on which we makefirst day of the first open trading window following the Company’s earnings release associated with the annual equity grants to our employees (which date occurs on the Monday falling most closely to the midpoint between the datesmeeting of our first and second quarter earnings releases).stockholders. A new director will receive his or her initial equity grant on the date such individual commences service with us as a director. In 2017, as in prior years, the annual equity grants were comprised of stock option awards. All shares underlying theThe stock options granted to non-employee directorswill vest in full on the earlier of (i) the third anniversary of the date of grant, or (ii) the third annual meeting of the Company’s stockholders following the date subjectof grant, provided that the director continues to serve on the director’s continued service on our Board of Directors.until such date. Upon any cessation of service due to death or disability, theall outstanding stock options, (toto the extent unvested)unvested, continue to vest and all unexercised options remain outstanding until the third anniversary of such death or disability (or earlier until expiration of the option term). For any directorWith respect to stock option awards, directors who retiresretire after servingservice on ourthe Board of Directors for at least six years the(“Retirement”), any stock options (to the extent unvested) will continue to vest and all unexercised stock options remain outstanding for the remainder of the option term. Stock optionsThe RSUs will vest in full on the first anniversary of the date of grant, provided that the director continues to our non-employee directors are granted underserve on the Omnibus Equity Compensation Plan with a ten-year term.Board until such date. Upon any cessation of service due to death or disability all unvested RSUs will vest in full and will be settled by the payment of underlying shares following vesting. Upon Retirement,100 percent of the RSUs will immediately vest. No non-employee director may receive more than one equity grant in any calendar year.
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Deferred Compensation Plan for Directors. The Deferred Compensation Plan for Directors provides an opportunity for our directors to defer payment of all or a portion of their respective director fees into a notional account until after termination of service. A director electing to defer payment must decide whether to receive the deferred payment in a lump sum or in annual installments over a period of up to ten10 years. A director must make any of the foregoing elections prior to the beginning of the calendar year for which the deferred fees are earned. Also, newly elected directors may make such election within 30 days of becoming a director. A director’s election is deemed to remain in effect with respect to the following year unless the director revokes or changes such election prior to the commencement of such following year. Following a termination of service, the director generally receives a number of shares of our common stock in accordance with his or her timely filed election,
Church & Dwight Co. | 2024 Proxy Statement | 35 | |
| CORPORATE GOVERNANCE | ||
either in a lump sum or in annual installments over a period of up to 10 years, equal to the number of notional shares then outstanding in the director’s deferred compensation account under the plan. On a change in control, any and all deferred accounts (including any account being paid in installments) will be immediately distributed. The number of notional shares represented by amounts in a participating director’s account is set forth below in the table captioned “Securities Ownership of Certain Beneficial Owners and Management” on page 28.Management.”
2023 Annual Compensation Changes. On November 1, 2017, the Governance & Nominating Committee, in consultationLimit for Directors. Consistent with the Compensation & Organization Committee, reviewed the compensation of our non-employee directors. As part of their review, the Committees consulted with Semler Brossy, the independent compensation consultant retained by the Compensation & Organization Committee. As part of its analysis of the compensation of our non-employee directors, Semler Brossy examined how the total compensation and each element of our non-employee director compensation program compared to the director compensation programs of our Peer Group identified and discussed in more detail on pages 35 and 36. The Governance & Nominating Committee targets the total compensation paid to our non-employee directors at a level that approximates the 50th percentile of the compensation paid to non-employee directors of the Peer Group. Based on its analysis, Semler Brossy concluded that the total compensation paid to our non-employee directors was below the median of the director compensation of the Peer Group. Based upon its review, the Governance & Nominating Committee recommended to the Board that the annual equity grant be increased from $120,000 to $130,000 effective January 1, 2018 to bring the total compensation paid to our non-employee directors closer to the median of the total compensation paid to directors of the Peer Group. In addition, on November 1, 2017, based on the recommendation of the Governance & Nominating Committee, the Board amendedmarket practice, the Compensation Plan for Directors effective asincorporates a maximum annual limit of January 1, 2018,$750,000 on the aggregate grant date value of equity and equity-based awards plus the aggregate amount of cash-based compensation granted to provide eachany non-employee director with the choice of receiving 100-percent of his/her fee-based compensation(whether elected to be paid in cash if that director has fully satisfied the Company’s Stock Ownership Guidelines for Directors. The default method of payment will continue to be 100% inor shares of our common stock and directors will continue to have the option to receive payment of their fee-based compensation 50% in cash and 50% in shares of our common stock. Such elections will be made in December of each year for continuing directors, and newly elected directors may make this election within 30 days of becomingor on a director.current or deferred basis).
The following table provides information regarding compensation forpaid to our non-employee directors in 2017.2023.
20172023 DIRECTOR COMPENSATION TABLE
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Name | Fees Earned or | Stock | Option | All Other Compensation | Total | Fees Earned or Paid in Cash ($) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(2) | Option Awards ($)(1)(2) | All Other Compensation | All Other Compensation | Total ($) | Total ($) | |||||||||||||||
T. Rosie Albright |
| 110,000 | 120,000 |
| 230,000 | |||||||||||||||||||||||||
James R. Craigie | 136,000 | 120,000 | 60,000(3) | 452,000 | ||||||||||||||||||||||||||
| Bradlen S. Cashaw | ||||||||||||||||||||||||||||||
| James R. Craigie(3) | ||||||||||||||||||||||||||||||
Bradley C. Irwin |
| 110,000 | 120,000 |
| 230,000 | |||||||||||||||||||||||||
Robert D. LeBlanc | 71,000 | 120,000 |
| 262,000 | ||||||||||||||||||||||||||
Penry W. Price |
| 110,000 | 120,000 |
| 230,000 | |||||||||||||||||||||||||
| Susan G. Saideman | ||||||||||||||||||||||||||||||
Ravichandra K. Saligram |
| 110,000 | 120,000 |
| 230,000 | |||||||||||||||||||||||||
Robert K. Shearer | 64,000 | 120,000 |
| 248,000 | ||||||||||||||||||||||||||
Janet S. Vergis |
| 110,000 | 120,000 |
| 230,000 | |||||||||||||||||||||||||
Arthur B. Winkleblack | 62,500 | 120,000 |
| 245,000 | ||||||||||||||||||||||||||
| Arthur B. Winkleblack(4) | ||||||||||||||||||||||||||||||
| Laurie J. Yoler | ||||||||||||||||||||||||||||||
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consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, |
See “Compensation Plan for Directors” and “Deferred Compensation Plan for Directors” for information regarding the computation of the number of shares or notional shares provided to a director in payment of director fees. Three directors deferred payment of all or a portion of their |
(2) | At December 31, |
| (3) | Mr. Craigie retired from the Board on April 27, 2023. |
36 | Church & Dwight Co. | 2024 Proxy Statement | |
| CORPORATE GOVERNANCE | ||
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STOCK OWNERSHIP GUIDELINES FOR DIRECTORS
Our non-employee directors are expected to have a level of equity ownership in the Company inIn order to ensure that their interests are aligned with the interests of our stockholders. Itstockholders, it is expected that each non-employee director will have, within five years from the date on which they join the Board, a number of shares having a value of at least five times the standard annual retainer (which is the annual retainer received by any director who is not a committee chair, the Lead Director or the Chairman). The annual retainer was $110,000$120,000 for 20172023 and the dollar value of shares required to be held by our directors who have served five or more years was $550,000$600,000 as of December 31, 2017.2023. The calculation of ownership includes includes:
shares or RSUs owned by the director (or members of his or her immediate family residing in the same household), ;
notional shares held for the account of the director in the Deferred Compensation Plan for Directors,Directors; and
shares held in a trust for which a director has shared voting or investment power.
No portion of the value of stock options are taken into account towards the directors stock ownership guidelines.
Until a non-employee director satisfies his or her stock ownership requirement, the director will be required to hold 50 percent of all shares of our common stock received upon the exercise of stock options, grants of stock, or upon lapse of the restrictions on restricted stock (in each case, net of any shares utilized to pay for the exercise price of an option and/or to satisfy tax withholding obligations). All of our non-employee directors who have been inare on track to meet their position forstock ownership guidelines within five years or more own enough shares to satisfy our guidelines.years.
In 2018, the Board adjusted the Stock Ownership Guidelines for Directors to include 60 percent of the in-the-money value of vested and unvested stock options to encourage non-employee directors to retain stock options over an extended period of time to reinforce further long-term alignment with stockholder interests.
Listed below are the names, ages and positions held by each of our executive officers and our Vice President, Controller and Chief Accounting Officer.
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| Executive Vice President, | ||||
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| Executive Vice President | ||||
Patrick D. de Maynadier |
| Executive Vice President, General Counsel and Secretary | ||||
Richard A. Dierker |
| Executive Vice President, | ||||
Matthew T. Farrell |
| President and Chief Executive Officer | ||||
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| Executive Vice President, Chief Human Resources Officer | ||||
Carlen Hooker | 53 | Executive Vice President, Chief Commercial Officer | ||||
Carlos G. Linares | 60 | Executive Vice President, Chief Technology Officer & Global New Product Innovation | ||||
Joseph J. Longo | 53 | Vice President, Controller and Chief Accounting Officer | ||||
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| Executive Vice President, | ||||
Rick Spann |
| Executive Vice President, | ||||
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| CORPORATE GOVERNANCE | ||
All executive officers serve at the discretion of our Board of Directors. Mr. KatzLongo serves at the discretion of our CEO.
Biographical information for Mr. Farrell appears under “Standing for“Director Nominees” under “Proposal 1: Election for Term Expiring in 2021” on page 7.of Directors.”
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Ms. BomhardMr. Bruno has been our Executive Vice President, Chief Marketing Officer and President – Consumer Domestic since April 2022, our Executive Vice President and Chief Marketing Officer sincefrom October 2021 to April 2022 and our Executive Vice President, International from January 2021 to September 2021. From January 2016 priorthrough January 2021, Mr. Bruno was the Company’s Vice President, International Marketing and Global Markets Group. From May 2015 through December 2015, Mr. Bruno was the Company’s General Manager, International Marketing and Global Markets Group. From July 2013 through April 2015, Mr. Bruno was the Company’s Director – Export. Prior to which shejoining the Company, Mr. Bruno held various positions with increasing responsibility at Johnson & Johnson, in its consumer, pharmaceutical and diagnostics business units. Since 2022, Mr. Bruno has served as General Manager, Europe since 2013. From 2005 to 2013, Ms. Bomhard serveda member of the board of directors of International Flavors & Fragrances, Inc., (“IFF”) an industry leader in food, beverage, scent, health and biosciences. Mr. Bruno will serve as a varietydirector of Marketing and General Management assignments at Energizer. Prior to Energizer, Ms. Bomhard worked for Wella AG and GlaxoSmithKlineIFF until its annual stockholders meeting in their marketing organizations.2024.
Mr. CugineBuchert has been our Executive Vice President Internationalof Strategy, M&A and Global New Products InnovationBusiness Partnerships since April 2022. From January 2016. From June 20142016 to December 2015, heMarch 2022, Mr. Buchert was Executiveour Vice President, Corporate Strategy and President, International Consumer Products, from July 2013M&A and prior to June 2014, hethat, has held various positions in the Company focused on M&A and strategy since 2006. During his tenure, Mr. Buchert was Executive Vice President, Global New Products Innovation, and President, International Consumer Products and, from May 2007 through June 2013, he served as our Executive Vice President, Global New Products Innovation. From October 2000 through May 2007,instrumental in the acquisition by the Company of 18 brands with an aggregate transaction value over $5.3 billion. Prior to joining the Company, Mr. CugineBuchert served in various capacities at Lafarge North America, Morgan Stanley and Columbia Capital where he held various positions of increasing responsibility. Mr. Buchert is a varietymember of management positions at the Company. Prior to that Mr. Cugine served in several capacities with FMC Corporation, including as Directorboard of Human Resources fordirectors of the Alkali, Peroxide, and Oxidant Chemical Divisions.Armand Products Company, a Church & Dwight joint venture.
Mr. de Maynadier has been our Executive Vice President, General Counsel and Secretary since December 2011. He served in a number of capacities for Hill-Rom Holdings, Inc. and its predecessor, Hillenbrand Industries, Inc., from January 2002 through December 2010, including Senior Vice President, General Counsel and Secretary and Vice President, General Counsel and Secretary. Previously, Mr. de Maynadier served as Executive Vice President, General Counsel and Secretary for CombiMatrix Corporation;Corporation, as President and Chief Executive Officer of SDI Investments, LLC, a spin-off of Sterling Diagnostic Imaging, Inc.;, and as Senior Vice President, General Counsel and Secretary of Sterling Diagnostic Imaging, Inc. Earlier in his career, Mr. de Maynadier was a corporate and securities Partner at the law firm Bracewell & Patterson, L.L.P.
Mr. Dierker has been our Executive Vice President, Chief Financial Officer and Head of Business Operations since April 2022 and our Executive Vice President and Chief Financial Officer sincefrom January 2016 prior to which he served asApril 2022. From 2012 to 2016 Mr. Dierker was our Vice President, Corporate Finance since 2012. Fromand from 2009 to 2012, Mr. Dierker led Supply Chain Finance as the Company’s Operations Controller. From 2008 to 2009, he held a senior financial management position at Alpharma, Inc., a leading international specialty pharmaceutical company. Prior to 2008, he held financial and business development management positions for Ingersoll-Rand Ltd, a major diversified industrial manufacturer.
Mr. KatzMs. Hemsey has been our Executive Vice President, Controller and Chief AccountingHuman Resources Officer since May 2007.April 2022 and our Executive Vice President, Global Human Resources from February 2020 to March 2022. From January 2003 through May 2007, Mr. KatzDecember 2017 to February 2020, Ms. Hemsey was our Controller,Vice President, Human Resources and from April 1993 throughOctober 2009 to December 2002, he2017 she was our Assistant Controller. Mr. KatzDirector Human Resources. Ms. Hemsey has been employed by us since August 2001 in various positions. Prior to Church & Dwight, Ms. Hemsey served in several capacities within the human resources function at Symrise.
Ms. Hooker has been our Executive Vice President, Chief Commercial Officer since April 2023 and our Vice President, Mass Channel from September 2019 to April 2023. Prior to joining Church & Dwight, Ms. Hooker
38 | Church & Dwight Co. | 2024 Proxy Statement | |
| CORPORATE GOVERNANCE | ||
was Vice President, Ferrero U.S.A. Inc., where she was responsible for $256M in gross sales across four departments at Walmart and Sam’s Club, from January 2019 to September 2019, Senior Vice President, Acosta, a large private-equity owned sales and marketing agency from January 2015 to January 2019, and Vice President, Sun Products Corp., where she was responsible for assessing, defining, and implementing, One Sun solutions at top retailers across all channels from September 2012 to December 2014. Previously, Ms. Hooker held various positions since 1986.with increasing responsibility at Tracfone Wireless Inc., Novartis United States, Pfizer Inc., the Nielsen Company and Kellogg Company.
Mr. Linares has been our Executive Vice President, Chief Technology Officer & Global New Product Innovation since April 2022 and our Executive Vice President, Global Research & Development sincefrom June 2017.2017 to April 2022. He currently serves on the board of trustees for TRI Princeton (Vice Chair) and the board of directors for The American Cleaning Institute. From 2012 to 2017, he served asMr. Linares was the Chief Technology Officer for Sun Products Corporation responsible for innovation, product(“Sun Products”) and packaging development, engineering, regulatory affairs, project management, and quality assurance. He also served as the Corporate Innovation Captain for company-wideSun Products’ innovation strategy. Prior to Sun Products, Corporation, Mr. Linares was the Senior Vice President of Global R&D, Quality and Regulatory, at Alberto Culver. Earlier in his career Mr. Linares gained significant R&D product development and innovation experience at Johnson & Johnson and Procter & Gamble.
Mr. Longo has been our Vice President, Controller and Chief Accounting Officer since September 2020. Prior to joining the Company, Mr. Longo, served as Vice President and Corporate Controller of Dorman Products Inc., a leading supplier of aftermarket auto parts, from December 2019 to June 2020. From January 2017 to August 2019, Mr. Longo served as Vice President and Corporate Controller of Pinnacle Foods Inc., a provider of branded consumer food products, and served at Tyco International Ltd. from October 2007 to January 2017 in roles across accounting, investor relations and business unit financial planning and analysis. He started his career at KPMG US LLP and has held senior accounting positions at Prudential Financial, Inc. and JP Morgan Chase & Co.
Mr. Read has been our Executive Vice President, President Consumer International & Specialty Products Division, since October 2021. Mr. Read has been with the Company since 2016 serving previously as the General Manager of the Canadian subsidiary. Mr. Read came to the Company from Aryzta AG where he served as Senior Vice President of Customer Development. Prior to that, Mr. Read held several leadership roles at Molson Coors including Global Vice President of Revenue Management, Senior Executive Vice President of Brands and Innovation for Molson Coors UK, and Vice President of Marketing for Coors Light and Portfolio Innovation at Molson Coors Canada. Mr. Read also held progressive brand and sales management roles at Reckitt Benckiser Canada.
Mr. Spann has been our Executive Vice President, Chief Supply Chain Officer since April 2022 and our Executive Vice President, Global Operations sincefrom May 2017.2017 to April 2022. He served in a number of capacities for Colgate-Palmolive Company from 1984 through 2017. His career there included assignments in Australia and Europe. His last role at Colgate was Vice President, Global Engineering where he led significant improvements in product and process development. Prior to that he was Vice President, Global Supply Chain for three different Colgate businesses;businesses: Personal Care, Home Care, and Toothbrush, where he had responsibility for operations in North America, Europe, Latin America, Asia, Australia, Africa and the Middle East. Mr. Spann started his career at Colgate-Palmolive Company as an Industrial Engineer and held positions of increasing responsibility in production management prior to his executive roles.
Mr. Tursi has been our Executive Vice President, North America Sales since January 2016. From June 2014 to December 2015, he was Executive Vice President, North America Sales and Retail Customer Marketing, and was Executive Vice President, North America Sales from May 2007 to June 2014. From July 2004 through May 2007, he was our Vice President, Domestic Consumer Sales. Prior to joining us, Mr. Tursi served as Vice President of Sales, Marketing and Customer Service of Spalding Sports Worldwide and its successor, Top-Flite Golf Co. from 1999 through 2004.
Ms. Zagorski has been our Executive Vice President, Global Human Resources since January 2017. From January 2011 to January 2017, Ms. Zagorski was Senior Vice President, Human Resources for the North American affiliate of BASF Corporation where she was responsible for the North American and Central American human resources functions, and from September 2007 to January 2011, Ms. Zagorski was Vice President Talent Development and Strategy at BASF Corporation. Prior to BASF Corporation, Ms. Zagorski held senior level global human resources positions at Mars, Incorporated, and Honeywell International, Inc. and previously worked in management consulting at KPMG.
Church & Dwight Co.| | 39 | ||
| SECURITIES OWNERSHIP | ||
SECURITIES OWNERSHIP OF CERTAIN BENEFICIALBENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information concerning ownership of our common stock as of March 6, 20182024 (unless otherwise noted), by (i) each stockholder that has indicated in public filings that the stockholder beneficially owns more than five percent of our common stock; (ii) each director and nominee for director; (iii) each current executive officer named in the “2023 Summary Compensation Table on pages 47;Table;” and (iv) all directors and executive officers as a group. Except as otherwise noted, each person listed below, either alone or together with members of such person’s family sharing the same household, had sole voting and investment power with respect to the shares listed next to such person’s name. None of the shares held by directors and executive officers included in the table are pledged as security.
|
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|
Amount and Nature of | Notional | |
Name | Shares(2)(3) | Percent of | |
BlackRock, Inc.(4) | 19,423,114 | 8% | 0 |
State Street Corporation(5) | 15,306,306 | 6% | 0 |
The Vanguard Group(6) | 28,200,050 | 12% | 0 |
James R. Craigie(7) | 3,166,142 | 1% | 0 |
T. Rosie Albright | 78,938 | * | 71,547 |
Matthew T. Farrell(8) | 811,092 | * | 83,611 |
Bradley C. Irwin | 138,629 | * | 0 |
Robert D. LeBlanc(9) | 112,683 | * | 0 |
Penry W. Price | 78,171 | * | 0 |
Ravichandra K. Saligram(10) | 157,645 | * | 43,336 |
Robert K. Shearer | 78,874 | * | 18,295 |
Janet S. Vergis | 24,027 | * | 0 |
Arthur B. Winkleblack(11) | 108,235 | * | 0 |
Laurie J. Yoler | 0 | * | 0 |
Richard A. Dierker | 52,311 | * | 2,879 |
Louis H. Tursi, Jr. | 336,567 | * | 30,200 |
Carlos Linares | 3,344 | * | 444 |
Judy A. Zagorski | 926 | * | 752 |
All executive officers and directors as a group (19 persons) | 5,826,506 | 2% | 292,014 |
Amount and Nature of | Notional Shares in Deferred Compensation | |||||||||
| Name | Shares(2)(3)(4) | Percent of Class | ||||||||
BlackRock, Inc.(5) |
| 21,993,660 |
|
| 9.0 | % | 0 | |||
State Street Corporation(6) |
| 12,722,021 |
|
| 5.2 | % | 0 | |||
The Vanguard Group(7) |
| 30,264,910 |
|
| 12.4 | % | 0 | |||
Bradlen S. Cashaw |
| 1,023 |
|
|
| * | 2,530 | |||
Matthew T. Farrell(8) |
| 2,141,189 |
|
|
| * | 104,602 | |||
Bradley C. Irwin(9) |
| 76,329 |
|
|
| * | 0 | |||
Penry W. Price |
| 106,224 |
|
|
| * | 0 | |||
Susan G. Saideman |
| 16,309 |
|
|
| * | 0 | |||
Ravichandra K. Saligram(10) |
| 164,577 |
|
|
| * | 56,962 | |||
Robert K. Shearer(11) |
| 62,678 |
|
|
| * | 25,109 | |||
Janet S. Vergis |
| 73,817 |
|
|
| * | 0 | |||
Arthur B. Winkleblack(12) |
| 52,289 |
|
|
| * | 0 | |||
Laurie J. Yoler(13) |
| 42,462 |
|
|
| * | 0 | |||
Richard A. Dierker |
| 34,219 |
|
|
| * | 12,559 | |||
Barry A. Bruno |
| 75,197 |
|
|
| * | 135 | |||
Patrick D. de Maynadier(14) |
| 178,659 |
|
|
| * | 13,836 | |||
Carlos G. Linares |
| 110,859 |
|
|
| * | 20,906 | |||
All executive officers and directors as a group (20 persons) |
| 3,492,656 |
|
| 1.4 | % | 255,234 | |||
* | Less than one percent. |
(1) | Applicable percentage of ownership is based on |
40 | Church & Dwight Co. | 2024 Proxy Statement | |
| SECURITIES OWNERSHIP | ||
(2) | The shares listed in the “Shares” column do not include notional shares of our common stock credited to the account of directors under the Deferred Compensation Plan for Directors or credited to the account of executive officers under the Executive Deferred Compensation Plan. Notional shares do not represent actual shares, but represent interests equivalent in value to the fair market value of shares of our common stock; gains or losses in the interests are based upon gains or losses in the fair market value of our common stock. These notional shares are reflected in the table in the column labeled “Notional Shares in Deferred Compensation Plans.” Because notional shares do not represent actual shares, holders of notional share accounts are not entitled to vote with respect to the notional shares. |
| (3) | |||
|
| ||
|
| The numbers in this column include shares that are subject to stock options exercisable currently, or within 60 days of March 6, |
| (4) | The numbers in this column include shares that are issuable pursuant to RSUs which are subject to vesting and settlement conditions expected to occur within 60 days of March 6, 2024, as follows: Mr. Cashaw, 820 shares; Mr. Irwin, 820 shares; Mr. Price, 820 shares; Ms. Saideman, 820 shares; Mr. Saligram, 820 shares; Mr. Shearer, 820 shares; Ms. Vergis, 820 shares; Mr. Winkleblack, 820 shares; and Ms. Yoler, 820 shares; and all executive officers and directors as a group, 7,380 shares. |
| BlackRock, Inc. provided the following information in Amendment No. |
| State Street Corporation provided the following information in its Schedule 13G, filed with the SEC on |
| The Vanguard Group provided the following information in Amendment No. |
|
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(8) | Mr. Farrell’s ownership includes |
(9) | Mr. |
(10) | Mr. Saligram’s ownership includes |
| (11) | Mr. Shearer’s ownership includes 29,108 shares of common stock held in a trust for which Mr. Shearer holds sole voting and sole investment power. |
Church & Dwight Co. | 2024 Proxy Statement
| 41 | |
| SECURITIES OWNERSHIP | ||
Mr. Winkleblack’s ownership includes |
| (13) | Ms. Yoler’s ownership of 8,342 shares of common stock held in a trust for which she shares voting and investment power. |
| (14) | Approximately 10,926 of the shares subject to the options included in this table are held in a trust pursuant to a marital settlement agreement for which Mr. de Maynadier disclaims beneficial ownership. Mr. de Maynadier’s ownership includes 9,137 shares of common stock held in a trust for which Mr. de Maynadier holds sole voting and investment power. |
42
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Church & Dwight Co.| | | |
CERTAIN RELATIONSHIPS | ||
CERTAIN RELATIONSHIPS ANDAND RELATED TRANSACTIONS
REVIEW AND APPROVAL OF RELATED PERSON TRANSACTIONS
The Code of Conduct includes our policy regarding the review and approval of related person transactions. In accordance with the Code of Conduct, all related person transactions that meet the minimum threshold for disclosure in the proxy statement under the relevant SEC rules must be reported to and approved by the Audit Committee.
There were no disclosable related person transactions during 2017.2023.
Church & Dwight Co.| | 43 | ||
AUDIT COMMITTEE REPORT | |||
AUDIT COMMITTEECOMMITTEE REPORT
The Audit Committee assists the Board of Directors in its oversight of the integrity of Church & Dwight’s financial statements, compliance with legal and regulatory requirements, and the performance of the internal audit function. Management has primary responsibility for preparing the financial statements and for the financial reporting process. In addition, management has the responsibility to assess the effectiveness of Church & Dwight’s internal control over financial reporting. Deloitte & Touche LLP, Church & Dwight’s independent registered public accounting firm, is responsible for (i) expressing an opinion on the conformity of Church & Dwight’s audited financial statements to generally accepted accounting principles and on whether the financial statements present fairly in all material respects the financial position and results of operations and cash flows of Church & Dwight, and (ii) expressing an opinion on the effectiveness of Church & Dwight’s internal control over financial reporting.
In this context, the Audit Committee hereby reports as follows:
1. | The Audit Committee has reviewed and discussed with management and Deloitte & Touche LLP the audited financial statements and Deloitte & Touche LLP’s evaluation of Church & Dwight’s internal control over financial reporting. |
2. | The Audit Committee has discussed with Deloitte & Touche LLP the matters required to be discussed by the Public Company Accounting Oversight Board Standards |
3. | The Audit Committee has received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Touche LLP’s communications with the Audit Committee concerning independence and has discussed with Deloitte & Touche LLP that firm’s independence. |
Based on the review and discussion referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Church & Dwight’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017,2023, for filing with the Securities and Exchange Commission.
Respectfully submitted,
Robert K. Shearer,Arthur B. Winkleblack, Chair
Bradley C. IrwinBradlen S. Cashaw
Penry W. Price
Janet S. VergisSusan G. Saideman
Robert K. Shearer
44
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Church & Dwight Co.| | | |
FEES PAID | ||
FEES PAID TO INDEPENDENT REGISTEREDREGISTERED PUBLIC ACCOUNTING FIRM
Fees related to the 20172023 and 20162022 fiscal years payable to our independent registered public accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu Ltd., and their respective affiliates are as follows:
|
| |||||||||
| 2017 | 2016 | 2023 ($) | 2022 ($) | ||||||
Audit Fees | 3,185,225 | 2,920,750 |
| 4,095,000 |
|
| 3,898,750 |
| ||
Audit-Related Fees(1) | 614,925 | 640,716 |
| 306,041 |
|
| 354,041 |
| ||
Tax Fees(2) | 535,000 | 370,517 |
| 346,178 |
|
| 425,075 |
| ||
All Other Fees | 0 | 0 |
| — |
|
| — |
| ||
Total | 4,335,150 | 3,931,983 |
| 4,747,219 |
|
| 4,677,866 |
| ||
(1) | Audit-related fees primarily include services |
(2) | Tax fees include services for tax compliance and planning, assistance with tax audits from taxing authorities, and filing for tax incentives from government |
Church & Dwight Co.| | 45 | ||
PRE-APPROVAL OF AUDIT | |||
PRE-APPROVAL OF AUDIT AND PERMISSIBLE PERMISSIBLE NON-AUDIT SERVICES
The Audit Committee pre-approved all audit and non-audit services provided by Deloitte & Touche LLP during 20172023 in accordance with our policy described below.
The Audit Committee pre-approves all permitted non-audit services to be provided by our independent registered public accounting firm. However, the Audit Committee has delegated to Mr. Shearer, asthe Chair of the Audit Committee, authority to pre-approve permitted non-audit services, provided that any such pre-approved non-audit services are reported to the full Audit Committee at its next scheduled meeting.
46
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Church & Dwight Co.| | | |
COMPENSATION DISCUSSION AND ANALYSIS | ||
COMPENSATION DISCUSSIONDISCUSSION AND ANALYSIS
In thisThis Compensation Discussion and Analysis we addressaddresses the compensation paid or awarded for 20172023 to our named executive officers, listed in the Summary Compensation Table that follows this discussion. We sometimes refer to thesewhich include our Chief Executive Officer (CEO), our Chief Financial Officer (CFO), and our three other most highly-compensated executive officers serving as our “namedof the end of the fiscal year. Our named executive officers (“NEO”) for the year ended December 31, 2023 were as follows:
Matthew T. Farrell | Chairman, President and Chief Executive Officer | |
Richard A. Dierker | Executive Vice President, Chief Financial Officer and Head of Business Operations | |
Barry A. Bruno | Executive Vice President, Chief Marketing Officer and President – Consumer Domestic | |
Patrick D. de Maynadier | Executive Vice President, General Counsel and Secretary | |
Carlos G. Linares | Executive Vice President, Chief Technology Officer & Global New Product Innovation |
EXECUTIVE SUMMARY
2023 Key Business Highlights and Strong Pay for Performance Alignment
2023 and 2022 Financial Results
The 2023 compensation of our named executive officers appropriately reflects and rewards their significant contributions to the Company’s performance in a year that demonstrated the strength of our brands, including our most recent acquisitions, innovative new product introductions, and our focus on execution. During 2023 and 2022 we delivered the following results for Net Sales, Gross Margin, Diluted EPS (as adjusted to exclude the cost of restricted shares issued for the Hero acquisition in both 2023 and 2022 and the discontinuation of business in Russia due to the Russia/Ukraine war in 2022), and Cash from Operations, which are used to measure performance (subject to additional adjustments) under our Annual Incentive Plan:
| (In millions, except gross margin and per share data) | 2023 | 2022 | ||||||
Net Sales |
| $5,868 |
|
| $5,376 |
| ||
Gross Margin |
| 44.1% |
|
| 41.9% |
| ||
Diluted EPS, as adjusted(1) |
| $3.17 |
|
| $1.72 |
| ||
Cash From Operations |
| $1,031 |
|
| $885 |
| ||
| (1) | 2023: The cost of restricted stock issued for the Hero acquisition ($0.12) 2022: The cost of restricted stock issued for the Hero acquisition ($0.03) and impact of the discontinuation of business in Russia due to the Russia/Ukraine war ($0.01) |
In our Annual Incentive Plan for 2023, we replaced the Gross Margin metric with a Relative Gross Margin metric and added a fifth metric, Strategic Initiatives. The effect of these financial results, and the Strategic Initiatives metric, on payouts under our Annual Incentive Plan are discussed in further detail below under the heading “Annual Incentive Plan.” In addition, the Company delivered total shareholder return (“TSR”), assuming dividends are reinvested, of 18.7 percent, following a decrease of 20.4 percent in TSR in 2022.
Church & Dwight Co. | 2024 Proxy Statement | 47 | |
| COMPENSATION DISCUSSION AND ANALYSIS | ||
Alignment to Strategy
The Compensation & Human Capital Committee, or the “Committee,” reviews and analyzes the executive compensation program each year for alignment with our business strategy and evolving market and governance practices for executive compensation. We believe that our current programs are aligned with the Company’s business priorities and designed to encourage shareholder value creation.
As part of the foregoing analysis, the Committee evaluates the relationship between pay and performance of our named executive officers. The analysis includes a review of the relationship between the compensation paid to the CEO and the other named executive officers and Company performance relative to roles having generally corresponding responsibilities within other similarly sized companies. For 2023, the analysis shows a strong link between Company pay and Company performance as such term is used in Item 402 of Regulation S-K.
COMPENSATION OBJECTIVESit relates to key operating measures.
We focus on the following objectives in making compensation determinations:
Provide compensation that is competitive in markets in which we compete for management talent. We refer to this objective as “competitive compensation.”
| • | Provide compensation that is competitive in markets in which we compete for management talent. We refer to this objective as “competitive compensation.” |
Condition the majority of a named executive officer’s compensation on a combination of short and long-term performance. We refer to this objective as “performance incentives.”
| • | Condition the majority of a named executive officer’s compensation on achievement of both short- and long-term performance. We refer to this objective as “performance incentives.” |
| • | Encourage the aggregation and maintenance of meaningful equity ownership, and the alignment of executive officer and stockholder interests as an incentive to increase stockholder value. We refer to this objective as “alignment with stockholder interests.” |
| • | Provide an incentive for long-term continued employment with us. We refer to this objective as “retention incentives.” |
Church & Dwight’s fiscal year 2023 results continued to be aligned with pay in the following ways:
Annual Incentive Plan: The Annual Incentive Plan aligns the interests of our executives and stockholders by achieving goals that support long-term stockholder return. The Annual Incentive Plan rating was set at 1.0, as projected EPS growth on a percentage basis was comparable to the average projected EPS growth of the Corporate Incentive Plan Rating Peer Group (as defined below). The Company achieved a plan rating of 1.71 based on 2023 actual performance, as adjusted. The Annual Incentive Plan payouts to our named executive officers for 2023 are discussed in further detail below under “2023 Compensation – Annual Incentive Plan.”
Long-Term Incentive: The Committee utilizes stock options as the primary form of long-term compensation. The Committee believes that stock options provide a strong incentive to increase stockholder value. We refer to this objective as “alignment with stockholder interests.”
Providevalue, since the value of stock options is directly dependent on the market performance of our common stock. The Committee believes that options are an incentiveappropriate vehicle for long-term continued employmentequity compensation because they directly reflect the stockholder experience, are straightforward to communicate, and provide value only if our stock price increases over time, which aligns our executives’ interests with us. We referthose of our stockholders in delivering TSR. In 2023, the Committee approved the addition of performance stock units and restricted stock units as long-term incentive (“LTI”) vehicles in order to more closely align with market practice and to provide our executives with alternative forms of incentives that complement our stock option awards. In deciding the weighting among LTI vehicles, the Committee benchmarked the Compensation Peer Group but also balanced the historical reliance on stock options in driving successful results and for 2023 75% of the long-term incentive awards for the executive officers consisted of stock options, 15% of performance stock units and 10% of restricted stock units. The performance stock units granted in 2023 are measured based on a relative ranking of total shareholder return over a three year performance period as we believe this objective as “retention incentives.”is the best output metric available.
48 | Church & Dwight Co. | 2024 Proxy Statement | |
| COMPENSATION DISCUSSION AND ANALYSIS | ||
2023 COMPENSATION
The principal components of 20172023 compensation that we paid to our named executive officers were designed to meet theseour compensation objectives are as follows:
Church & Dwight Co.| | 49 | ||
COMPENSATION DISCUSSION AND ANALYSIS | |||
STRONG COMPENSATION GOVERNANCE
Our executive compensation governance reflects best practices to protect and promote out stockholders’ interests.
| What We Do: |
| What We Do Not Do: | ||||||
☑ |
| |||||||
| Significant stock ownership and stock holding requirements are in place for senior executives. |
☒ |
| No gross-up payments to cover personal income taxes or excise taxes that pertain to executive or severance | ||||
| ☑ | A majority of our executive compensation is | ☒ | No hedging, pledging or short sales by our | |||||
| ☑ | Limited perquisites for executives. | ☒ | No repricing stock options without prior stockholder approval. | |||||
| ☑ | Appropriate balance between short-term and long-term compensation discourages short-term risk taking at the expense of long-term results. |
| No overlapping metrics between our annual incentives and our long-term incentives. | |||||
| ☑ | Our Annual Incentive | ☒ | No guaranteed annual incentives. | |||||
| ☑ | Engage in risk mitigation by including balanced performance metrics in our compensation programs, clawback provisions and oversight to identify risk. | |||||||
| ☑ | Change in control cash severance payments and vesting of stock options granted on or after July 30, 2019 require a “double trigger” before payment can be made or equity can vest (requiring a qualifying termination following a | |||||||
| ☑ | Our Compensation & | |||||||
| ☑ | Robust clawback policies that require the recoupment of excess incentive-based compensation paid to executive officers as a result of a material financial misstatement in accordance with the Dodd-Frank Act and NYSE rules and that permit the recoupment of compensation from a broader group of senior leaders in the case of material financial misstatements, cause conduct and violations of restrictive covenants. | |||||||
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| Church & Dwight Co. | 2024 Proxy Statement | |||
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DETERMINATION OF COMPETITIVE COMPENSATION
In making executive compensation decisions for 2017, the Compensation & Organization Committee, or the “Committee,” referenced data provided by Steven Hall to compare the compensation of our named executive officers to the compensation of executives of other similar-sized companies with generally corresponding responsibilities. The Committee referenced data from a group of companies (the “Peer Group”) and survey data from non-durable goods and consumer products companies to assist in decisions regarding the base pay, Annual Incentive Plan targets and long-term incentives. In providing comparative data regarding compensation of executives of the Peer Group, Steven Hall aged the data to January 1, 2017 using an update factor of three percent per annum.
COMPENSATION DISCUSSION AND ANALYSIS |
The Peer Group is a groupSay-On-Pay Vote and shareholder engagement
At the 2023 Annual Meeting of consumer packaged goods companies that have revenues inStockholders, we asked our stockholders to vote to approve, on an advisory basis, the range of approximately 50 – 200% of our revenues. Within this classification, the Committee referenced companies with similar distribution channels and with a significant focus on brand recognition. Prior to setting our 2017 compensation, the Committee reduced the Peer Group from 19 companies to 12 companies to eliminate companies the Committee believed were not aligned with the foregoing criteria. The change in the Peer Group reflects the removal of prior peer companies that have been reorganized or acquired and changes made to ensure that the Peer Group aligns more closely with the companies that we compete against. We believe there is a strong likelihood that the skills of our named executive officers are transferable among the companies in the revised Peer Group, so we would expect to compete with these companies for executive officer talent. For 2017, our Peer Group consisted of the following:
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The Committee primarily utilizes data with respect to the Peer Group for our CEO and CFO. With respect to our other named executive officers, the Committee primarily uses survey data in determining compensation. The Committee also references Peer Group data in determining their compensation when there is a meaningful level of relevant data for those positions. When determining the compensation paid to Ms. Zagorski and Mr. Linares, each of whom joined the Company in 2017, the Committee also considered the market for executive officers in Global Human Resources and Global Research & Development, respectively, their skills and experience, responsibilities required in their respective roles and their respective compensation from their prior employers. The Committee approved the following for each of Ms. Zagorski and Mr. Linares:
| Mr. Linares | Ms. Zagorski |
Base Salary | $415,000 | $415,000 |
Target Bonus | 50% of Base Salary | 50% of Base Salary |
Annual Equity Payout Target | 92% of Base Salary | 92% of Base Salary |
One time Restricted Stock Award or Sign-on Bonus | 220,000 (Restricted Stock Award) | 410,000 (Sign-on Bonus) |
One time Stock Option Award | 382,000 | 250,000 |
In determining a 2017 competitive market guideline with respect to total direct compensation, namely base salary, Annual Incentive Plan targets and long-term incentives, the Committee referenced a level that approximates the 50th percentile of the Peer Group, or the survey companies, as applicable. However, the Committee did not follow this guideline rigidly, and departed from this general guideline, as described below. In addition, because a majority of our compensation is performance-based, actual cash compensation paid to our named executive officers, could further vary from that paidcommonly referred to as a Say-on-Pay vote. Our stockholders approved compensation to our named executive officers, with over 84% percent of votes cast in favor of our say-on-pay resolution. We value this positive endorsement by our stockholders of our executive compensation program. After soliciting input from and engaging with various major stockholders regarding our executive compensation program, the Compensation & Human Capital Committee assessed our compensation programs and found our current mix of performance metrics to be generally balanced and supportive of our pay-for-performance philosophy, consistent with the solid support expressed by our stockholders, and determined to further ensure that our compensation program is supportive of our pay-for-performance philosophy by adjusting our long-term incentive program to introduce restricted stock units and performance-based restricted stock units. We believe our programs are effectively designed, are working well, and are aligned with the interests of our stockholders. The Compensation & Human Capital Committee will continue to seek and consider stockholder feedback in the Peer Group orfuture.
2023 Executive Compensation Highlights
Redesign of Long-Term Incentive Compensation Program. In 2023 the survey companies, based on achievementCommittee evaluated the structure of our long-term incentive compensation program in the context of our compensation objectives and principles, including pay for performance targets.and alignment with stockholder interests:
In connection with this evaluation and in consideration of market practice and risk management, the Committee determined to alter its years-long practice of granting long-term incentives entirely in the form of stock options and instead determined that, beginning in 2023, long-term incentives would be granted as a mix of restricted stock units, performance stock units and stock options. For our named executive officers, the mix of awards in 2023 was 10% time-based restricted stock units, 15% performance stock units, and 75% stock options. The Committee believes that one of the reasons for the Company’s outperformance over the long term is due to the long-term incentive award significant reliance on stock options.
Performance stock units granted in 2023 vest entirely based on the achievement of a relative total shareholder return metric over a three-year performance period, reflecting our core principle of alignment with stockholder interests.
Changes to Our Annual Incentive Plan. In addition to reviewing and making changes to our long-term incentive program in 2023, our Committee reviewed our Annual Incentive Plan, which has been in place since 2004, and determined to make the following changes beginning in 2023:
Introduced a “Strategic Initiatives” metric, focused on sustainability and long-term growth, consistent with market practice and our compensation principles, with each of the five metrics equally weighted (i.e., 20% per metric); and
In light of the supply chain disruptions and inflation that are likely to persist and impact how we evaluate our annual gross margin performance, the Committee determined to replace the “Gross Margin” metric with a “Relative Gross Margin” metric, which allows us to consider our performance as a percentile ranking within our Performance Peer Group (as discussed further below), and therefore serves as a more accurate reflection of our performance.
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COMPENSATION DISCUSSION AND ANALYSIS | |||
COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM
MIX OFOF PAY
On average,For 2023, approximately 83%88 percent of the CEO’s target compensation and, 62%on average 71 percent of the other named executive officers’ target compensation iswas variable, based on Company and individual performance. Variable compensation consists of the target Annual Incentive Plan payout, target Profit Sharing amount and the target value of stock optionslong-term incentive awards granted. The percentages below are calculated by dividing each compensation element by target total compensation, which consists of base salary, target Annual Incentive Plan compensation, target Profit Sharing amount plus variable compensation.target long-term incentives.
In 2017,For 2023, the CFO and Mr. Tursi each receivedCommittee approved base salary increases of approximately 3%, which was consistent with market increases2 percent for this period. Based on marketplace comparisons, our CEO did not receive aall the named executive officers to further align base salary increase. Ms. Zagorski and Mr. Linares each began employmentsalaries with the Companycorresponding median levels of our Compensation Peer Group and industry survey data. The base salaries of our named executive officers as in 2017, and their salaries were approved byeffect as of December 31, 2023 are set forth in the Compensation & Organization Committee at the time they were hired.table below:
Named Executive Officer | 2023 Base Salary ($) | |||
Matthew T. Farrell | 1,189,800 | |||
Richard A. Dierker | 698,700 | |||
Patrick D. de Maynadier | 510,500 | |||
Barry A. Bruno | 499,800 | |||
Carlos G. Linares | 494,700 | |||
Compensation of each of our named executive officers is set forth on the “2017“2023 Summary Compensation Table” on pages 47.Table.”
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| COMPENSATION DISCUSSION AND ANALYSIS | ||
ANNUAL INCENTIVE PLAN
Our Annual Incentive Plan utilizes five equally weighted metrics, namely: Net Sales, Relative Gross Margin, Diluted EPS, Cash from Operations and Strategic Initiatives. The table below summarizes the reasons the Committee utilizes these metrics for our Annual Incentive Plan.
The principal objective of the Annual Incentive Plan is to align executive and stockholder interests by providing an incentive to our named executive officers to achieve annual performance goals that also support long-term
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| COMPENSATION DISCUSSION AND ANALYSIS | ||
stockholder return. The performance goals for the financial metrics are established each year to reflect specific objectives set in our annual budget. For the Strategic Initiatives metric, the Committee establishes specific objective goals under each category and measures the attainment of such goals using a detailed scorecard approach. The Committee also considers competitive factors, including competitive market data for total cash compensation, which includes salary and target annual incentive bonus opportunities, in determining the amount of annual incentive award opportunities for our named executive officers.
To more accurately reflect the operating performance of our business, the Committee has approved adjustment principles to our reported financial results for the Annual Incentive Plan. Generally, these adjustments are intended to exclude one-time or unusual items and may have either a favorable or unfavorable impact to the payout on the Annual Incentive Plan. Examples of common adjustments include the elimination of the effect of foreign exchange rates that differed from budgeted amounts and the impact of unplanned acquisitions and divestitures. The actual adjustments that apply can vary from year to year and depend on the one-time or unusual events occurring within the year.
As noted above,below, in structuring total direct compensation for our named executive officers, we have referenced the median level50th percentile of direct compensation of the Compensation Peer Group and survey data. This median has influenced our annual incentive compensation target award levels, although we have from time to time, set target payouts above the median level when we believed that our planned performance was well ahead of the targets of a subset of non-food companies in our Performance Peer Group targets.(the “Corporate Incentive Plan Rating Peer Group”, as described further below).
The Committee uses a numerical performance rating system with a range from 0.0 to 2.01.85 to determine the payout amounts under the Annual Incentive Plan.Plan and establishes a Corporate Incentive Plan Rating. At the beginning of each year, the Committee determines the specific rating for each year by comparing the Company’s projected EPS growth for that year to the average projected EPS growth of the Company’s Corporate Incentive Plan Rating Peer Group. A rating of 1.0 normally represents the target achievement level for plan performance with each participant’s target payout based on each participant’s annual incentive compensation awardhis or her target percentage of his or her annual base salary. Thesalary (though in certain cases operating plan level performance results in an above target award for 2017 was set atlevel payout). For 2023, a 1.0 rating was determined to be appropriate and is consistent withthe target achievement level for plan performance was therefore set to reflect a 1.0 rating. In 2023, the Company delivered Diluted EPS of $3.17 after adjusting for the cost of restricted stock issued for the Hero acquisition ($0.12). Diluted EPS, as adjusted, resulted in a year-over-year increase in EPS of 6.7 percent, exceeding the average of the Corporate Incentive Plan Rating Peer Group, and our guideline describedtarget Diluted EPS growth, as adjusted. The Company exceeded its planned targets for Net Sales, Relative Gross Margin, Earnings Per Share, as adjusted, Cash from Operations, and Strategic Initiatives resulting in an actual performance rating of 1.71. In addition to the preceding paragraphabsolute performance compared to the annual incentive targets, the Company delivered TSR, assuming dividends are reinvested, of 18.7 percent following a 20.4 percent decrease in setting total direct compensation at the median level when our planned performance is in line with competitive levels. Actual payoutsTSR during 2022. The bonus amounts payable to our named executive officers can vary significantly based on actual Company performance. under our Annual Incentive Plan are included in the “Non-Equity Incentive Plan Compensation” column of the “2023 Summary Compensation Table.”
The following table indicates the percentage of salary payable at a 1.0 target rating, the percentage of salary payable at a 1.0 plan rating and the award opportunity for 2023, based on a 1.0 plan rating for each of our named executive officers:
Named Executive Officers
Annual Incentive Plan Target Payouts
Name | Percentage of Salary Payable at 1.0 Performance Rating | Award Opportunity (Based on a 1.0 | ||
Matthew T. Farrell | 125% | $1,487,300 | ||
Richard A. Dierker | 90% | $ 628,800 | ||
Patrick D. de Maynadier | 60% | $ 306,300 | ||
Barry A. Bruno | 70% | $ 349,900 | ||
Carlos G. Linares | 55% | $ 272,100 | ||
| (1) | Amounts represent the target bonus as a percentage of the December 31, 2023 base salary and are rounded to nearest $100. |
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COMPENSATION DISCUSSION AND ANALYSIS | ||
Annual Incentive Plan Target Payouts
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Name | Percentage of Salary | Award |
Matthew T. Farrell | 115% | $1,150,000 |
Richard A. Dierker | 70% | $396,900 |
Louis H. Tursi, Jr. | 50% | $219,000 |
Carlos Linares | 50% | $207,500 |
Judy A. Zagorski | 50% | $207,500 |
As described above,further below, in 20172023 the Committee referenced competitive compensation data provided by Steven HallSemler Brossy Consulting Group (“Semler Brossy”) in setting the percentage levels. Messrs. Farrell’s and Dierker’s percentages reflect their respective responsibilities during 2017 as CEO and CFO. For the other named executive officers, the Committee set the percentage at 50 percent, which the Committee believes is a competitive rate and unifies the commitment of the named executive officers towards achievement of our annual performance goals.
The 2017 corporate performance metrics, their weightings and a description of the rationale for each measure are as follows:
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The Committee has discretion to adjust the corporate results used to compute performance based on external circumstances or unanticipated business conditions that are not within the reasonable control of our management or that do not generally reflect or directly relate to our day-to-day operations in the ordinary course, to the extent permitted by Section 162(m) of the Internal Revenue Code, as was in effect at the time the 2017 corporate performance metrics were established.
The following table indicates, with respect to each corporate performance measure, the threshold level of 20172023 performance for which a payout could be made, the target performance level, the maximum performance level, and the actual performance and performance ratings. To the extent applicable, the amounts and percentages reflect the positive and negative adjustments approved by the Committee to eliminate the effect of foreign exchange rates that differed from budgeted amounts, the unplanned acquisitions of Water Pik, Inc. and Agro Biosciences, Inc., cash contribution for the settlement of our UK Pension Plan, the impairment charge related to the sale of our Brazilian chemical business, accounts receivable factoring beyond budgeted amounts, tax benefits associated with the Natronx impairment charge, the deferred compensation payment to the former CEO, litigation settlement in the absence of a planned payment, and the adjustment of the Company’s deferred tax balance under the Tax Cuts & Jobs Act (the “Tax Legislation”).
20172023 Annual Incentive Plan Performance Ranges, Actual Performance and Performance Ratings
(in millions, except gross margin percentage and per share data)
Performance Measure | Threshold | Target | Maximum | Actual |
Rating |
Net Sales | $3,400 | $3,618 | $3,762 | $3.613 | 0.98 |
Gross Margin | 45.00% | 46.25% | 47.50% | 45.77% | 0.61 |
Diluted Earnings Per Share | $1.824 | $1.920 | $2.016 | $1.940 | 1.21 |
Cash From Operations | $585 | $650 | $715 | $663 | 1.20 |
Overall Corporate Rating (Average) |
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Performance Measure (20% weighting each) | Threshold (0 rating) | Target (1.0 rating) | Maximum (2.0 rating) | Actual Performance (as adjusted) | Rating | |||||
Net Sales | $5,479 | $5,708 | $5,936 | $5,868 | 1.68 | |||||
Relative Gross Margin | <25th percentile | 56th to 60th percentile | 80th percentile | 72nd percentile | 1.75 | |||||
Diluted Earnings Per Share | $ 2.91 | $ 3.03 | $ 3.15 | $ 3.17 | 2.00 | |||||
Cash From Operations | $ 833 | $ 925 | $ 1,018 | $1,031 | 2.00 | |||||
Strategic Initiatives | Qualitative with scale of 0.75 to 1.25 | 1.10 | 1.10 | |||||||
The corporate performance rating for 20172023 was equal to the weighted average number rating of these factors, or 1.00.1.71. Based on that performance rating, our named executive officers received award payments under the Annual Incentive Plan for 20172023 as shown in the table below:
Named Executive Officers
20172023 Annual Incentive Plan Payouts
Name | Applicable | Actual Award | Actual Award as percentage | Plan Rating | Performance Rating vs Plan Rating | Actual Performance Rating | Actual Award Payment(1)(2) | Actual Award as percentage of Award Opportunity (Based on a 1.0 Performance Rating) | |||||
Matthew T. Farrell | 1.00 | $1,150,000 | 1.00 | 1.0 | 1.71 | 1.71 | $2,530,700 | 171% | |||||
Richard A. Dierker | 1.00 | $393,900 | 1.00 | 1.0 | 1.71 | 1.71 | $1,070,000 | 171% | |||||
Louis H. Tursi, Jr. | 1.00 | $217,400 | 1.00 | ||||||||||
Carlos Linares | 1.00 | $196,000 | 1.00 | ||||||||||
Judy A. Zagorski | 1.00 | $195,300 | 1.00 | ||||||||||
Patrick D. de Maynadier | 1.0 | 1.71 | 1.71 | $ 521,200 | 171% | ||||||||
Barry A. Bruno | 1.0 | 1.71 | 1.71 | $ 595,300 | 171% | ||||||||
Carlos G. Linares | 1.0 | 1.71 | 1.71 | $ 463,000 | 171% | ||||||||
(1) | Amounts rounded to nearest $100. |
(2) | The award payments are reflected in the |
PROFIT SHARING AMOUNT
Under our Savings and Profit Sharing Plan for Salaried Employees, in which our named executive officers and other salaried employees in the United States participate, we make an annual contribution to each salaried employee’s account based on Company performance during the prior year. The performance metrics used to determine the profit sharing amount are the same ones used for the Annual Incentive Plan. For 2023, the contribution was equal to 8.55 percent of each salaried employee’s eligible compensation in 2023. Additional information on the profit sharing amount for 2023 is under the heading “Saving and Profit Sharing Plan for Salaried Employees.”
The profit sharing contributions made to each named executive officer in 2023 are included in the “All Other Compensation” column of the “2023 Summary Compensation Table.”
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COMPENSATION DISCUSSION AND ANALYSIS | |||
LONG-TERM INCENTIVES—STOCK OPTIONS INCENTIVE
We provide long-term, equity-based executive compensation for our named executive officers, which aligns our performance and executive officer compensation with the interests of our stockholders. Each year, the Committee approves a target long-term equity award for each executive officer, expressed as a percentage of base salary.
In 2017,connection with our 2023 long-term incentive grants, the Committee targeted the following percentages of salary based on market data for our named executive officers:
Named Executive Officers
Long-Term Incentive as Percent of Salary
Name | Percentage of Salary | |
Matthew T. Farrell | 620% | |
Richard A. Dierker | 290% | |
Patrick D. de Maynadier | 165% | |
Barry A. Bruno | 170% | |
Carlos G. Linares | 130% | |
Beginning in fiscal year 2023, our named executive officers received 75 percent of their total annual long-term incentive award in stock options, 15 percent in performance stock units (“PSUs”), and 10 percent in restricted stock units (“RSUs”). The number of shares underlying PSUs and RSUs granted to our named executive officers is calculated by designating 15% and 10%, respectively, of an amount equal to a percentage of the named executive officer’s salary and, with respect to the PSUs, dividing that amount by the grant date fair value of a share of our common stock underlying the PSUs as determined in accordance with U.S. generally accepted accounting principles using Monte Carlo valuation methodology, and, with respect to the RSUs, the grant date fair value of a share of our common stock, in each case rounded to the nearest 10 shares.
The number of shares underlying stock options, RSUs, and PSUs granted to our named executive officers are set forth below in the “2023 Grants of Plan-Based Awards” table. As previously disclosed, during fiscal year 2023, Mr. Bruno forfeited, without consideration, an aggregate value of $200,000 of vested in-the-money stock options. For additional information regarding long-term incentive award terms, see the narrative accompanying the “2023 Grants of Plan-Based Awards” table.
Stock Options. In 2023, while introducing RSUs and PSUs, the Committee continued to utilize options on our common stock as our principal form of long-term compensation. The number of shares underlying options granted to our named executive officers is calculated by designating 75% of an amount equal to a percentage of the named executive officer’s salary and dividing that amount by the grant date fair value of the shareshares underlying the option, in accordance with U.S. generally accepted accounting principles.principles, rounded to the nearest 10 shares. The grant date fair value of the stock options is calculated in accordance with ASC Topic 718. Stock options granted in 2017:2023:
have a 10-year term,
| • | have a 10-year term; |
vest as to all underlying shares on the third anniversary of the date of grant,grant;
vesting is subject to continued service through such vesting date; and have an
the exercise price is equal to the fair market value per share on the date of grant, which the Committee determines based on the closing price as reported on the NYSE on the date of grant.that date.
In addition, as has been the case since 2007, our stock options granted in 2017 include provisions enabling a three-year post-termination vesting and exercise period. The provisions apply if (i) the option holder’s employment terminates due to retirement, as defined in the grant agreement, or is terminated by us without cause; (ii) the option holder is at least 55 years old and has completed at least five years of service with us; (iii) the sum of the option holder’s age and years of service is at least 65; and (iv) pursuant to our request, the option holder has signed a waiver and release agreement. We believe that these provisions enable us to attract and retain seasoned executives who have considerable experience. Moreover, we believe these post-termination provisions offset the effect of the three-year cliff vesting provisions of our stock options, which we believe are less favorable than vesting provisions used by many of the Peer Group. Many of those companies provide for incremental vesting of stock options during the vesting period, while our options do not vest until they have been held for three years. We believe our vesting provisions encourage our employees to maintain employment with us for an extended period of time and to align their interests with longer-term Company performance.
The Committee believes that stock options provide a strong incentive to increase stockholder value, because the value of the stock options is directly dependent on the market performance of our common stock following the date of grant. Stock options also directly reflect the stockholder experience, are straightforward to communicate, and provide value only if our stock price increases over time, which aligns our executives’ interests with those of our stockholders in delivering TSR.
Under our long-term incentive program,
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| COMPENSATION DISCUSSION AND ANALYSIS | ||
Restricted Stock Units. RSUs align the Committee grants stock options to eachinterests of our named executive officers on an annual basis, based on a percentagewith those of our stockholders because the value of the executive officer’s salary. In connection withRSUs increases or decreases as the price of our 2017 grants,stock changes. RSUs vest in equal installments over a three-year period, beginning one year from the Committee useddate of grant.
Performance Stock Units. PSUs align the following percentages of salary for our named executive officers:
Named Executive Officers
Stock Option Grants as Percent of Salary
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In determining the number of shares underlying options for eachinterests of our named executive officers the Committee divided the dollar value to be received by each officer by the grant date fair valuewith those of one stock option to determineour stockholders because the number of stock options to be granted to the executive officer and rounded the resulting number of shares to the nearest 10 shares. The grant date fair value of the stock options is calculated in accordance with ASC Topic 718. The number of shares underlying stock options granted to our named executive officers are set forth below in the “2017 Grants of Plan-Based Awards” table under the column heading, “All Other Option Awards: Number of Securities Underlying Options.” For additional information regarding stock option terms, see the narrative accompanying the “2017 Grants of Plan-Based Awards” table.
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The Committee has, from time to time, considered the structure of our long-term incentive compensation, which continues to consist entirely of stock options. The Committee continues to believe that stock options are the most effective and appropriate form of long-term incentive compensation for the Company to use at this time. On an ongoing basis, it reviews with management and our Board the advisability of adopting alternative forms of long-term incentive compensation thatearned are tied to and provide incentives for, the achievement of performance targets as well as changes in our stock price. PSUs pay out at the end of a three-year performance period only if we meet relative Total Shareholder Return targets compared to our Performance Peer Group, as described further below.
Grant Practices. Beginning in fiscal year 2023, the Committee approved shifting the annual long-term increase in stockholder value.
On January 4, 2017, the Board granted shares of restricted stock to Mr. Tursi with aincentive award grant date value of $1,000,000. The shares of restricted stock will vest 100 percent on the second anniversary of the grant, contingent upon Mr. Tursi’s continued employment with us and were granted to encourage Mr. Tursi’s retention.
PERQUISITES AND CHARITABLE CONTRIBUTIONS
We provide very limited perquisites to our executive officers. Our executives may receive a comprehensive physical examination through a provider selected by the executive from among three providers that we have approved. We believe it is in our best interest to ensure that our executives’ health is monitored so that any health-related issues pertaining to an executive can be identified and addressed promptly. The average cost to us for providing this benefit in 2017 is approximately $2,700 per executive.
Except as noted above, we currently do not have programs for providing personal benefit perquisites to executive officers. From time to time the Company makes donations to non-profit organizations or educational institutions as requested by our executive officers and directors. The aggregate amount of all such donations with respect to named executive officers was $19,000 in 2017.
The Compensation & Organization Committee approved the 2018 salary increases in the table below based on the market rate and each named executive officer’s performance. In addition, the Compensation & Organization Committee approved the increase of the percent of salary measurement for stock option grants for Mr. Farrell under the Company’s long term incentive program from 385 percent to 425 percent and for Mr. Dierker from 133 percent to 165 percent.
2018 Base Salary
Named Executive Officer | 2017 Base Salary ($) | 2018 Base Salary ($) | % Increase |
Matthew T. Farrell | 1,000,000 | 1,030,000 | 3.00 |
Richard A. Dierker | 567,000 | 584,000 | 3.00 |
Louis H. Tursi, Jr. | 438,000 | 451,000 | 2.97 |
Carlos Linares | 415,000 | 427,000 | 2.89 |
Judy A. Zagorski | 415,000 | 427,000 | 2.89 |
The Compensation & Organization Committee makes annual stock option grants to executive officers and other employees effective on the Monday falling most closelyJune to the midpoint between the datesfirst trading day of the Company’s first and second quarter earnings releases. A grantMarch to aalign timing more closely with peer practice. Grants to new employee isemployees are effective on the date the employee commences employment with us, and special grants made to employees at times other than the time of the annual grant are effective on the first trading day of the month following approval of the grant. The per share exercise price of stock options is equal to the closing price of a share of our common stock on the date of grant. We believe that our stock option grant practices are appropriate and eliminate any questions regarding “timing” of grants in anticipation of material events, since grants become effective in accordance with a long-standing schedule.
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The Compensation & Organization Committee delegates to our CEO and the head of Global Human Resources the ability to approve a specific number of stock option grants for employees who are not executive officers. The grants may be made at times other than the time of annual grant and are utilized for new hires and for performance recognition purposes. The Compensation & Organization Committee approved options to purchase 197,990 shares for these purposes in 2017. The timing and pricing of the option grants in 2017 conformed to the Compensation & Organization Committee practices described in the preceding paragraph.
We do not permit repricing of options without prior stockholder approval.
STOCK OWNERSHIP, TRADING GUIDELINESPERQUISITES AND SHORT SALE, HEDGINGCHARITABLE CONTRIBUTIONS
We provide very limited perquisites to our named executive officers. Our named executive officers may receive a comprehensive physical examination through a provider selected by the executive from among three providers that we have approved. We believe it is in our best interest to ensure that our named executive officers’ health is monitored so that any health-related issues pertaining to an executive can be identified and addressed promptly. The average cost to us for providing this benefit in 2023 is approximately $2,734 per executive. We also offer a financial planning program to our named executive officers. The average cost to us for providing this benefit in 2023 is approximately $7,677 per executive.
Except as noted above, we do not have programs for providing personal benefit perquisites to executive officers. From time to time the Company makes donations to non-profit organizations or educational institutions as requested by our executive officers and directors. The aggregate amount of all such donations with respect to named executive officers was $39,000 in 2023.
2024 COMPENSATION AND PLEDGING POLICIESBENEFITS DECISIONS
For 2024, the Committee approved the following changes to total direct compensation for our named executive officers to more closely align with median levels of our Compensation Peer Group and industry survey data for such year.
| • | Base Salaries. As shown in the table below, the Committee approved the following salary increases in 2024 for each named executive officer. |
2024 Base Salary
Named Executive Officer | 2023 Base Salary ($) | 2024 Base Salary ($) | Base Salary Increase | |||||||
Matthew T. Farrell | 1,189,800 | 1,240,000 | 4.2% | |||||||
Richard A. Dierker | 698,700 | 726,600 | 4.0% | |||||||
Patrick D. de Maynadier | 510,500 | 530,900 | 4.0% | |||||||
Barry A. Bruno | 499,800 | 519,800 | 4.0% | |||||||
Carlos G. Linares | 494,700 | 514,500 | 4.0% | |||||||
Church & Dwight Co. | 2024 Proxy Statement | 57 | |
| COMPENSATION DISCUSSION AND ANALYSIS | ||
| • | Annual Incentive Plan Targets. Mr. Farrell’s Annual Incentive Plan target increased from 125 percent in 2023 to 150 percent in 2024 and Mr. Dierker’s Annual Incentive Plan target increased from 90 percent in 2023 to 95 percent in 2024. |
| • | Long-Term Incentive Targets. Mr. Farrell’s Long-Term Incentive target increased from 620 percent in 2023 to 650 percent in 2024, Mr. Dierker’s target increased from 290 percent in 2023 to 320 percent in 2024, Mr. de Maynadier’s target increased from 165 percent in 2023 to 170 percent in 2024, and Mr. Bruno’s target increased from 170 percent in 2023 to 175 percent in 2024. |
GOVERNANCE FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM
Executive Stock Ownership Guidelines
In order to further align the interests of executive officers with the interests of our stockholders, we maintain stock ownership guidelines for our executive officers. The guidelines specifyofficers that require each executive officer mustto hold equity in the Company’s stock equal to a multiple of each executive’s salary.
The stock ownership guidelines applicable to each of our named executive officers at the end of 20172023 are shown in the following table:
Title | Multiple of Salary Subject to Guidelines | |
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Chief Executive Officer | 6.0x | |
Chief Financial Officer | 3.0x | |
Executive Vice President | 2.5x | |
The calculation of ownership includes includes:
shares acquired and held upon stock option exercises, exercises;
the value of any vested or unvested stock or restricted stock, stock;
stock held in the Company’s Profit Sharing Plan, Plan;
stock held in the Company’s Employee Stock Purchase Plan, Plan;
share equivalents held in the Executive Deferred Compensation Plan, Plan;
shares held in trust,trust; and any other
shares held outright. In 2018, the Board adjusted the stock ownership guidelines to include 60 percent of the in-the-money value of vested and unvested stock options to encourage executives to retain stock options over an extended period of time to reinforce further long-term alignment with stockholder interests.
Executives are generally expected to achieve the guidelines within five years from the date on which they become subject to our stock ownership guidelines. On April 27, 2022, the Committee approved the removal of 60% of the in-the-money value of vested and unvested stock options, such that no portion of the value of options are taken into account towards the guidelines for executive officers. As a result of the amendment, effective April 27, 2022, executive officers have five years from the effective date of the adoption of the amendment to meet the new guidelines. If an executive is ever below their ownership requirements, under our guidelines they mustrequire the executive to hold 50 percent of the net, after-tax value of any equity received from the Company’s ongoing compensation programs. As of December 31, 2017,2022, all of our executive officers who have been inare on track to meet their position forstock ownership guidelines within five years were in compliance with our stock ownership guidelines.of the effective date of the April 27, 2022 amendment.
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Trading, Short Sale, Hedging and Pledging
Additionally, ourOur insider trading guidelines prohibitpolicy prohibits our directors, executive officers, and directorsother employees from (i) buying or selling the Company’s securities while in possession of material, non-public information relating to us, (ii) engaging in short sales of our securities, (iii) buying or selling puts or calls or other derivative securities on our securities, (iv) participating in equity swap transactions involving Company stock, (v) purchasing Company shares on margin, (vi) short-term trading, (vii) pledging Company shares, (viii) standing orders, and (ix) entering into hedging or monetizing transactions or similar arrangements with respect to our securities (including, without limitation, prepaid variable forward contracts, equity swaps, collars, and (v) holdingexchange funds).
CLAWBACK POLICIES
In accordance with the listing standards and rules of the NYSE, the Board has adopted a mandatory clawback policy that requires the Board to recoup excess incentive-based compensation paid to our securities inexecutive officers as a margin account or pledging our securitiesresult of a material financial misstatement. The Board also adopted a supplemental clawback policy with broad discretion, allowing the Board to seek recoupment from a broader group of senior leaders across the Company when a mandatory recoupment is not required. The supplemental policy covers material financial misstatements as collateral for a loan.well as cause conduct and violations of restrictive covenants. In addition, clawback provisions are incorporated into the Company’s Annual Incentive Plan and Omnibus Equity Compensation Plan (and underlying award agreements) that are tied to the clawback policies.
ONGOING AND POST-EMPLOYMENT COMPENSATION
We have plans and agreements addressing compensation for our named executive officers that accrue value as the executive officers continue to work for us, provide special benefits upon certain types of termination events, or provide retirement benefits. These plans and agreements were designed to be part of a competitive compensation package, in some cases not only for executive officers, but for other employees as well.
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SAVINGS AND PROFIT SHARING PLANPLAN FOR SALARIED EMPLOYEES
This plan, which we sometimes refer to below as the “savings“Savings and profit sharing plan,Profit Sharing Plan,” is a tax-qualified defined contribution plan available to all of our domestic salaried employees.employees in the United States. All of our named executive officers participate in the plan. Under the plan, an employee may contribute, subject to the limitations of the Internal Revenue Code limitations,of 1986, as amended (the “Internal Revenue Code”), up to a maximum of 70 percent of his or her eligible compensation (approximately 15 percent for highly compensated employees in 2017)2023), which includes salary and payments under the Annual Incentive Plan, on a pre-tax basis or as Roth contributions. We provide a matching contribution equal to 100%100 percent of the first five percent of eligible compensation that an employee contributes in any year. In addition, the plan provides a profit-sharingprofit sharing feature under which we make an annual contribution to the account of each employee based on our performance in the preceding year.year and can make additional contributions for all employees excluding at or above the executive vice president level, including our named executive officers. The performance measures and results used to calculate the annual contribution level are identical to the Company-wide measures described applicable to payouts under the Annual Incentive Plan described above under “2017“2023 Compensation—Annual Incentive Plan.” Achievement of the targeta performance rating of 1.0 would have resulted in a contribution of five percent of a participant’s base salary and Annual Incentive Plan payments made in 2017.2023. Based on 20172023 performance results, the Compensation & OrganizationHuman Capital Committee approved a contribution equal to 5.08.55 percent of a participant’s eligible compensation in 2017.2023. Amounts credited to an employee’s account in the plan may be invested among a number of funds, including a Company stock fund. A participant’s account is adjusted to reflect the rate of return, positive or negative, on the investments. Employee contributions and compensation on which our profit sharing contributions may be based cannot exceed limits under the Internal Revenue Code (the eligible compensation limit was $270,000$330,000 in 2017)2023).
EXECUTIVE DEFERRED COMPENSATION PLAN
The Executive Deferred Compensation Plan (“EDCP”) and its predecessors collectively have been in effect for over 20 years. The planEDCP is a nonqualified deferred compensation plan that provides potential tax benefits for certain employees in the United States, including our named executive officers. Under the EDCP as currently in effect during 2023, an executive officer cancould defer up to 85 percent of his or hertheir salary and, in general, up to 85 percent of amounts
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paid to the executive officer under the Annual Incentive Plan. In addition, an executive can make a separate deferral, which we refer to below as the “Excess Compensation Deferral,” of up to five percent of compensation that exceeds Internal Revenue Code limits on eligible contributions under the savingsSavings and profit sharing plan.Profit Sharing Plan. We provide a contribution equal to (i) 100 percent of the Excess Contribution Deferral; (ii) five percent of other salary and Annual Incentive Plan deferrals; and (iii) the profit sharing contributions we would have made to the participant’s account under the savingsSavings and profit sharing planProfit Sharing Plan were it not for the Internal Revenue Code limit on the amount of eligible compensation under that plan and the participant’s deferrals into the EDCP. We amended the EDCP, effective January 1, 2024, to permit “in-service” account elections, adjust base salary and bonus deferral(s) to 1% minimum and 70% maximum (versus the previous minimum of 10% and the previous maximum of 85%), limit the Company match to active participants and retirees for periods of active service, provide additional flexibility on vesting, and make certain operational investment changes.
Amounts deferred under the EDCP generally are not subject to federal, and in many cases state, income taxes until they are distributed. An executive officer can choose to have his or her contributions allocated to one or more of several notional investments, including a notional investment in our common stock. A participant may not initially allocate more than 50 percent of his or her contributions to our common stock, although the participant can increase the notional common stock amount through intra-plan transfers of notional investments previously made. A participant’s account is adjusted to reflect the deemed rate of return, positive or negative, on the notional investments. An executive officer may choose to receive a payout following retirement, either in a lump sum or in annual installments, in accordance with the terms of the EDCP. The EDCP also includes provisions for payment upon termination (pre-retirement) death or disability. See the “2017“2023 Nonqualified Deferred Compensation” table and accompanying narrative for additional information.
CHANGE IN CONTROL AND SEVERANCE AGREEMENTS
We have adopted change in control and severance agreements for our executive officers because we believe that these agreements can create management stability during a period of potential uncertainty. Absent such agreements, there is an increased risk that executive officers may be encouraged to seek other employment opportunities if they became concerned about their employment security following a change in control. We also believe that the agreements provide financial security to an executive officer in the event of an involuntary termination of the executive officer without cause or for good reason following a change in control by providing a meaningful payment to the executive officer. The agreements also provide clear statements of the rights of the executive officers and protect against a change in employment and other terms by an acquirer that would be unfavorable to the executive officer. We also provide severance benefits to our executive officers, although at a lower level, for certain types of employment terminations that do not follow a change in control. We believe these obligationsarrangements provide a competitive benefit that enhances our ability to hire and retain capable executive officers.
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The change in control and severance agreements provide for payments and other benefits if an executive officer’s employment is terminated without cause, or if an executive officer terminates employment for “good reason,” within two years following a change in control. These provisions require what is sometimes called a “double trigger,” namely both a change in control and a specified termination event, before payment is made. The agreements also provide for lesser payments if these types of terminations occur outside of the context of a change in control. In March 2010, weThe agreements do not contain an excise tax gross-up provision and, the participating executives amended the agreements to eliminate the tax gross-up provisions. Ininstead provide that, in the event that payments to be made to an executive under the change in control and severance agreements in connection with a change in control would result in the imposition of the excise tax under Section 4999 of the Internal Revenue Code, Section 4999, the payments will be reduced to the highest amount that could be paid without triggering the excise tax if, following the reduction, the executive would retain a greater amount of net after-tax payments than if no reduction were made. If no reduction is made, the executive officer will pay any applicable excise tax.
In January 2016, our Board approved amendments to our change in control agreements to provide for, among other things, (i) a change in the “cause” definition so that, as modified, “cause” means an executive officer’s dishonesty, fraud, willful misconduct or refusal to follow or comply with the lawful direction of the Company (other than due to illness or incapacity), provided that such refusal is not based on the officer’s good faith compliance with applicable legal or ethical standards, (ii) a clarification that a change in control must actually occur in order for any change in control benefits to be paid, (iii) changes to the post-termination group medical and life insurance coverage provisions involving the calculation of premium payments, and (iv) clarification that any receipt of severance benefits be subject to the officer’s continued compliance with his or her restrictive covenant obligations under the agreement. For Mr. Farrell, in recognition of his new role as President and CEO, the amendments also (i) increased his change in control severance from two to three times base salary plus target bonus, (ii) extended his healthcare benefits from 24 to 36 months, (iii) increased his non-change in control severance from one to two times base salary, and (iv) extended his healthcare benefits from 12 to 24 months. The length of Mr. Farrell’s non-competition and non-solicitation periods was also increased to correspond with the increases in the severance periods.
See “Potential Payments Upon Termination or Change in Control” on pages 54-57 for further information regarding benefits under the change in control and severance agreements.
Internal Revenue Code Section 162(m) limits the deductibility of executive compensation paid by publicly held companies to certain of their executive officers to $1,000,000 per year, but has historically contained an exception for performance-based compensation. On December 22, 2017, the Tax Legislation was enacted. The Tax Legislation eliminates the exception for performance-based compensation under Section 162(m) for tax years beginning on or after January 1, 2018. We have traditionally structured certain portions of our executive compensation program in a manner intended to preserve deductibility for federal income tax purposes under this provision. Nevertheless, our Compensation Committee believes that stockholder interests are best served if the Company’s flexibility in awarding compensation is not restricted, even though some compensation awards may result in non-deductible compensation expenses. As a result, our Compensation Committee has approved salaries and other awards for executive officers that were not fully deductible because of Section 162(m) and, in light of the repeal of the performance-based compensation exception to Section 162(m), expects in the future to approve compensation to current and former executive officers that is not deductible for income tax purposes.
At the 2017 Annual Meeting of Stockholders, we asked our stockholders to vote to approve, on an advisory basis, the compensation paid to our named executive officers, commonly referred to as a say-on-pay vote. Our stockholders overwhelmingly approved compensation to our named executive officers, with over 94 percent of votes cast in favor of our say-on-pay resolution. We value this positive endorsement by our stockholders of our executive compensation policies. As we evaluated our compensation practices in fiscal 2017, we were mindful of the strong support our stockholders expressed for our pay-for-performance philosophy. As a result, the Compensation & Organization Committee continued our general approach to executive compensation for 2017. We believe our programs are effectively designed, are working well, and are aligned with the interests of our stockholders. The Compensation & Organization Committee will continue to seek and consider stockholder feedback in the future.
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ROLE OF EXECUTIVE OFFICERS IN DETERMINING EXECUTIVEHOW COMPENSATION FOR NAMED EXECUTIVE OFFICERSDECISIONS ARE MADE
In connection with 20172023 compensation for executive officers, Mr. Farrell, aided by our human resourcesHuman Resources department, provided statistical data and recommendations to the Compensation & OrganizationHuman Capital Committee. Mr. Farrell did not make recommendations as toand does not participate in discussions or decisions regarding his own
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compensation. While the Compensation & OrganizationHuman Capital Committee utilized this information, and valued Mr. Farrell’s observations with regard to compensation for our other executive officers, the ultimate decisions regarding executive compensation and goal setting were made by the Compensation & OrganizationHuman Capital Committee.
ROLE OF THE COMPENSATION & ORGANIZATIONHUMAN CAPITAL COMMITTEE IN EXECUTIVE COMPENSATION
As set forth in theits written Charter, of the Compensation & Organization Committee, one of the Compensation & OrganizationHuman Capital Committee’s purposes is to administer our executive compensation program. It is the Compensation & OrganizationHuman Capital Committee’s responsibility to oversee the design of executive compensation programs, policies, and practices; to determine the types and amounts of compensation for executive officers; and to review and approve the adoption, termination, and amendment of, and to administer, our incentive compensation and stock option plans. All compensation for our executive officers ultimately must be approved by the Compensation & OrganizationHuman Capital Committee. Our human resourcesHuman Resources department supports the Compensation & OrganizationHuman Capital Committee’s work, and in some cases, acts under delegated authority to administer compensation programs. In addition, as described above, in September 2017, the Compensation & OrganizationHuman Capital Committee began to directly engageengages Semler Brossy, an outside independent compensation consulting firm, to assist in its review of compensation for executive officers. Steven Hall served
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
Representatives from Semler Brossy attend Compensation & Human Capital Committee meetings, participate in executive sessions, and communicate directly with the Committee. Semler Brossy also provides independent consulting services to the Nominating, Governance & Corporate Responsibility Committee regarding non-employee director compensation. In its role as the outside independent compensation consultant, Semler Brossy provides recommendations on compensation for our named executive officers, regularly reviews the Company’s executive compensation programs, in cooperation with management, and regularly reviews the Company’s compensation philosophy, peer group (as described further below) and target competitive positioning for reasonableness and appropriateness.
ROLE OF PEER GROUPS
The Committee utilizes two distinct peer groups for purposes of benchmarking compensation as well as measuring financial and plan performance – the “Compensation Peer Group” and the “Performance Peer Group” (with an additional non-food companies subset of this peer group, the “Corporate Incentive Plan Rating Peer Group”), each of which is described further below.
Compensation Peer Group. Consists of a group of 16 consumer-packaged goods companies that have revenues in the range of approximately 1/3x to 3x our revenues. Within this classification, the Committee referenced companies with similar distribution channels and with a significant focus on brand recognition, and focused on identifying our closest business competitors and including high valuation companies. We believe there is a strong likelihood that the skills of our named executive officers are transferable among the companies in the Compensation Peer Group and, accordingly, we would expect to compete with these companies for executive officer talent. Below are the criteria used to determine the 2023 Compensation Peer Group:
Criteria for Determining Compensation Peer Group
✓ Industry: consumer packaged goods (other than tobacco and spirits)
✓ Revenue: within 1/3x to 3x of Church & Dwight
✓ Business Fit: similar distribution channels and brand recognition focus
In 2023 the Committee reviewed the Compensation Peer Group to determine potential changes to use when evaluating 2024 compensation, and determined that no changes were necessary.
Compensation Peer Group and Survey Data. The Committee primarily utilizes data from proxy materials with respect to the Compensation Peer Group for our CEO and CFO. With respect to our other named executive officers, the Committee primarily uses survey data in determining compensation due to the limited amount of comparable data available in the proxy materials from companies within the Compensation Peer Group, although the Committee does reference Compensation Peer Group data in determining our other named executive officers’ compensation when there is a meaningful level of relevant data for those positions.
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In determining a 2023 competitive market guideline with respect to target total direct compensation, namely base salary, short-term incentive targets and long-term incentives, the Committee referenced a level that approximates the 50th percentile of the Compensation Peer Group, or the survey companies, as applicable. However, the Committee considers overall performance during the year, including TSR and other key financial performance metrics, when evaluating pay levels for our named executive officers. In addition, because a majority of our named executive officers’ compensation is performance-based, actual cash compensation paid to our named executive officers could further vary from that paid to executive officers in the Compensation Peer Group or the survey companies, based on achievement of performance targets.
In making executive compensation decisions for 2023, the Committee reviewed data provided by Semler Brossy Consulting to compare the compensation of our named executive officers to the compensation of executives in the competitive market. The Committee relies on various sources of compensation information to ascertain the competitive market for our named executive officers such as data obtained from proxy materials of the Compensation Peer Group and survey data provided by national compensation consulting firm priorfirms such as Willis Towers Watson and Equilar relating to companies in the consumer staples and consumer discretionary sectors within the Company’s revenue scope. The Committee utilizes these materials to assist in decisions regarding base pay, short-term incentive targets under our Annual Incentive Plan and long-term incentives.
Performance Peer Group. In addition to the Compensation Peer Group, the Company utilizes a performance peer group. Beginning in 2023, in connection with the changes made to our Annual Incentive Plan and the addition of PSUs that time.payout based on achievement of a relative TSR metric, the Committee established a Performance Peer Group and selected a group of twenty-five consumer-packaged goods companies which are (1) direct competitors within our industry or strong comparators within related industries, primarily non-durable consumer packaged goods with a strong brand identity, (2) have revenues and market capitalizations of greater than $2 billion to ensure companies are comparable in scale and economic dynamics and (3) are included in the S&P 500 Consumer Staples index. The Performance Peer Group is used for determining the Relative Gross Margin performance in the Annual Incentive Plan, as well as determining the relative TSR performance for the 2023 PSU grants. Separately, a non-food companies subset of the Performance Peer Group, the Corporate Incentive Plan Rating Peer Group, was used to compare the Company’s projected 2023 results with respect to EPS in determining the Annual Incentive Plan rating.
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| Compensation Peer Group | Performance Peer Group | Corporate Incentive Plan Rating Peer Group | |||||||||
Conagra Brands, Inc. | ✓ | |||||||||||
Colgate-Palmolive Company | ✓ | ✓ | ||||||||||
The Clorox Company | ✓ | ✓ | ✓ | |||||||||
Coty Inc. | ✓ | |||||||||||
Campbell Soup Company | ✓ | ✓ | ||||||||||
The Estée Lauder Companies Inc. | ✓ | ✓ | ||||||||||
Energizer Holdings, Inc. | ✓ | ✓ | ✓ | |||||||||
Edgewell Personal Care Company | ✓ | ✓ | ✓ | |||||||||
Essity AB | ✓ | ✓ | ||||||||||
Flowers Foods, Inc. | ✓ | ✓ | ||||||||||
General Mills, Inc. | ✓ | |||||||||||
Hasbro, Inc. | ✓ | |||||||||||
The Hershey Company | ✓ | ✓ | ||||||||||
Kellogg Company | ✓ | |||||||||||
Keurig Dr Pepper Inc. | ✓ | ✓ | ||||||||||
The Kraft Heinz Company | ✓ | |||||||||||
Kimberly-Clark Corporation | ✓ | ✓ | ||||||||||
Mondelez International, Inc. | ✓ | |||||||||||
McCormick & Company, Incorporated | ✓ | ✓ | ||||||||||
Monster Beverage Corporation | ✓ | ✓ | ||||||||||
Newell Brands Inc. | ✓ | ✓ | ✓ | |||||||||
PepsiCo, Inc. | ✓ | |||||||||||
Perrigo Company, plc | ✓ | |||||||||||
The Procter & Gamble Company | ✓ | ✓ | ||||||||||
Post Holdings, Inc. | ✓ | ✓ | ||||||||||
Reckitt Benckiser Group plc | ✓ | ✓ | ||||||||||
The Scotts Miracle-Gro Company | ✓ | |||||||||||
The J. M. Smucker Company | ✓ | ✓ | ||||||||||
Unilever PLC | ✓ | ✓ | ||||||||||
ACCOUNTING AND TAX CONSIDERATIONS
The Committee may consider various accounting and tax implications of equity-based and other forms of compensation.
When determining the amounts of equity-based awards to be granted, the Committee examines the accounting cost associated with the grants. Under ASC 718, grants of stock options, restricted stock units, and performance stock units result in an accounting charge for the Company equal to the fair value of the award issued.
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Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally disallows a federal income tax deduction for compensation paid by publicly held companies to certain of their executive officers that is in excess of $1,000,000 per year. Although the Committee is mindful of Section 162(m), the Committee grants compensation consistent with its stated objectives of providing competitive compensation, conditioning the majority of executive officer compensation on the achievement of performance goals, aligning executive officer and stockholder interests, and providing retention incentives. As a result, the Committee has approved, and expects to continue to approve, compensation to current and future executive officers that is not deductible for federal income tax purposes.
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COMPENSATION & ORGANIZATIONHUMAN CAPITAL COMMITTEE REPORT
The Compensation & OrganizationHuman Capital Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Securities and Exchange Commission regulations. Based on its review and discussions, the Compensation & OrganizationHuman Capital Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and, through incorporation by reference, in Church & Dwight’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.2023.
Respectfully submitted,
Arthur B. Winkleblack,Penry W. Price, Chair
T. Rosie Albright
Bradley C. Irwin
Penry W. PriceRavichandra K. Saligram
Janet S. Vergis
Laurie J. Yoler
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20172023 SUMMARY COMPENSATIONCOMPENSATION TABLE
The following table sets forth information regarding the compensation for 2017, 2016,2023, 2022, and 20152021 of our Chairman, President and CEO, our Executive Vice President, CFO and CFO,Head of Business Operations, and each of the persons who were the next three most highly paid executive officers in 2017. We sometimes refer to these persons as2023, or our “named executive officers,” as defined in Item 402 of Regulation S-K.
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Name and Principal Position | Year | Salary |
Bonus ($) | Stock | Option | Non-Equity | All Other | Total |
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Matthew T. Farrell(5) | 2017 | 1,000,000 |
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| 3,849,993 | 1,150,000 | 259,622(6) | 6,259,615 |
President and Chief | 2016 | 998,845 |
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| 3,750,000 | 1,438,300 | 223,164 | 6,410,309 |
Executive Officer | 2015 | 690,000 |
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| 1,146,831 | 641,700 | 128,515(4) | 2,607,046 |
and former Chief Operating Officer and Chief Financial Officer |
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Richard A. Dierker(7) | 2017 | 562,750 |
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| 754,156 | 393,900 | 110,919(8) | 1,821,725 |
Executive Vice President, | 2016 | 548,865 |
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| 731,500 | 474,200 | 98,938 | 1,853,503 |
Chief Financial Officer |
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Louis H. Tursi, Jr. | 2017 | 434,750 |
| 1,000,000 | 443,201 | 217,400 | 76,226(9) | 2,171,577 |
Executive Vice President, | 2016 | 413,250 |
| 500,000 | 414,920 | 297,500 | 83,295 | 1,708,965 |
North America Sales | 2015 | 395,000 |
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| 402,783 | 244,900 | 68,442(4) | 1,111,124 |
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Carlos Linares(10) | 2017 | 391,945 |
| 220,000 | 763,754 | 196,000 | 117,352(11) | 1,689,051 |
Executive Vice President, Global Research & Development |
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Judy A. Zagorski(12) | 2017 | 390,504 | 410,000 |
| 631,759 | 195,300 | 37,552(13) | 1,655,114 |
Executive Vice President, Global Human Resources |
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Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards(2) | Option Awards ($)(2) | Non-Equity Plan | All Other Compensation ($)(9) | Total ($) | ||||||||||||||||||||||||
Matthew T. Farrell(4) | 2023 | 1,183,975 | — | 1,808,075 | 5,424,225 | 2,530,700 | 235,191 | 11,182,166 | ||||||||||||||||||||||||
Chairman, President and | 2022 | 1,156,275 | — | — | 6,590,772 | 453,600 | 174,764 | 8,375,361 | ||||||||||||||||||||||||
Chief Executive Officer | 2021 | 1,117,400 | — | — | 6,359,608 | 1,130,800 | 281,718 | 8,889,526 | ||||||||||||||||||||||||
Richard A. Dierker(5) | 2023 | 695,275 | — | 496,625 | 1,489,875 | 1,070,000 | 136,450 | 3,888,225 | ||||||||||||||||||||||||
Executive Vice President, | 2022 | 673,300 | — | — | 1,780,976 | 191,400 | 100,087 | 2,745,763 | ||||||||||||||||||||||||
Chief Financial Officer and Head of Business Operations | 2021 | 633,550 | — | — | 1,499,735 | 473,900 | 152,382 | 2,759,567 | ||||||||||||||||||||||||
Patrick D. de Maynadier(6) | 2023 | 508,000 | — | 206,456 | 619,369 | 521,200 | 98,043 | 1,953,068 | ||||||||||||||||||||||||
Executive Vice President, | 2022 | 494,500 | — | — | 750,728 | 94,900 | 85,460 | 1,425,588 | ||||||||||||||||||||||||
General Counsel & Secretary | 2021 | 473,025 | — | — | 714,769 | 249,800 | 93,853 | 1,531,447 | ||||||||||||||||||||||||
Barry A. Bruno(7) | 2023 | 497,350 | — | 208,250 | 624,750 | 595,300 | 109,117 | 2,034,767 | ||||||||||||||||||||||||
Executive Vice President, | 2022 | 486,250 | — | — | 661,402 | 101,300 | 84,152 | 1,333,104 | ||||||||||||||||||||||||
Chief Marketing Officer and President— Consumer Domestic | 2021 | 458,022 | — | — | 571,329 | 201,200 | 83,414 | 1,313,965 | ||||||||||||||||||||||||
Carlos G. Linares(8) | 2023 | 492,275 | — | 157,625 | 472,875 | 463,000 | 366,632 | 1,952,407 | ||||||||||||||||||||||||
Executive Vice President Chief Technology Officer & Global New Product Innovation | 2022 | 480,400 | — | — | 557,757 | 82,700 | 67,318 | 1,188,175 | ||||||||||||||||||||||||
(1) | Some of our named executive officers deferred a portion of their salary and non-equity incentive plan compensation in |
(2) | The amounts shown for option and stock awards are based on the grant date fair value of awards calculated in accordance with ASC Topic 718. The assumptions used in determining the amounts in this column are set forth in note |
Named Officer | PSU Value at Target Level (Reported in Stock Awards column above) ($) | PSU Value at ($) | ||||
Matthew T. Farrell | 1,084,845 | 2,169,690 | ||||
Richard A. Dierker | 297,975 | 595,950 | ||||
Patrick D. de Maynadier | 123,874 | 247,748 | ||||
Barry A. Bruno | 124,950 | 249,900 | ||||
Carlos G. Linares | 94,575 | 189,150 | ||||
(3) | Includes payments under the Annual Incentive Plan based on achievement of corporate performance measures. See “Compensation Discussion and Analysis— |
(4) |
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| Mr. Farrell’s base salary increased to |
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(6)
Includes $243,830 of employer retirement savings contributions, of which $135,415 was contributed to Mr. Farrell’s account under the Savings and Profit Sharing Plan for Salaried Employees and $108,415 was contributed to his account under the EDCP, based on statutory limits. This also includes reimbursement for a physical examination and donations of $14,000 that we made to non-profit organizations with which Mr. Farrell is involved.
| Mr. Dierker’s base salary increased to |
| (6) | Mr. de Maynadier’s base salary increased to $510,500 effective April 1, 2023. |
| (7) | Mr. Bruno’s base salary increased to $499,800 effective April 1, 2023. |
| (8) | Mr. Linares’ base salary increased to $494,700 effective April 1, 2023. |
| (9) | The following table sets forth the component amounts presented in the “All Other Compensation” column above for the year ended December 31, 2023: |
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| 2023 ALL OTHER COMPENSATION TABLE | ||
2023 ALL OTHER COMPENSATION TABLE
Name and Principal Position | Year | Profit Sharing | Savings Plan | Deferred Compensation | CHD Donations to Charitable Organizations | Executive Health Program | Relocation | Perquisites | ||||||||||||||||||||||||
Matthew T. Farrell | 2023 | 140,013 | 16,500 | 65,379 | 10,000 | 3,300 | — | — | ||||||||||||||||||||||||
Chairman, President and | 2022 | 83,250 | 15,250 | 64,335 | 10,000 | 1,930 | — | — | ||||||||||||||||||||||||
Chief Executive Officer | 2021 | 157,704 | 14,500 | 97,433 | 10,000 | 2,081 | — | — | ||||||||||||||||||||||||
Richard A. Dierker | 2023 | 75,811 | 16,500 | 27,834 | 10,000 | 2,272 | — | 4,034 | ||||||||||||||||||||||||
Executive Vice President, | 2022 | 41,758 | 15,250 | 33,079 | 10,000 | — | — | — | ||||||||||||||||||||||||
Chief Financial Officer and Head of Business Operations | 2021 | 73,959 | 14,500 | 51,726 | 10,000 | 2,198 | — | — | ||||||||||||||||||||||||
Patrick D. de Maynadier | 2023 | 51,548 | 16,500 | 13,645 | 9,000 | 3,000 | — | 4,350 | ||||||||||||||||||||||||
Executive Vice President, | 2022 | 27,093 | 15,250 | 18,867 | 10,000 | 3,000 | — | 11,250 | ||||||||||||||||||||||||
General Counsel & Secretary | 2021 | 45,597 | 14,500 | 25,756 | — | 3,000 | — | 5,000 | ||||||||||||||||||||||||
Barry A. Bruno | 2023 | 51,185 | 16,500 | 13,433 | 10,000 | 3,000 | — | 15,000 | ||||||||||||||||||||||||
Executive Vice President, | 2022 | 25,023 | 15,250 | 19,629 | 10,000 | 3,000 | — | 11,250 | ||||||||||||||||||||||||
Chief Marketing Officer and President—Consumer Domestic | 2021 | 31,903 | 14,500 | 19,011 | 10,000 | 3,000 | — | 5,000 | ||||||||||||||||||||||||
Carlos G. Linares | 2023 | 49,160 | 10,466 | 18,283 | — | 2,100 | 271,623 | (a) | 15,000 | |||||||||||||||||||||||
Executive Vice President, | 2022 | 24,905 | 11,137 | 17,927 | — | 2,100 | — | (a) | 11,250 | |||||||||||||||||||||||
Chief Technology Officer & Global New Product Innovation | ||||||||||||||||||||||||||||||||
| (a) | In the fiscal year ended December 31, 2022, in connection with Mr. Linares’ appointment as Executive Vice President, Chief Technology Officer & Global New Products Innovation, the Committee approved reimbursement of Mr. Linares’ relocation expenses in accordance with the Company’s standard Executive Relocation Policy for an initial 12 month period, effective April 1, 2022, which the Committee extended for an additional six-month period through October 1, 2023. $271,623 in benefits were provided to Mr. Linares pursuant to this policy in the fiscal year ended December 31, 2023, which includes $40,124 relocation-related gross-up payments. |
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Church & Dwight Co.| | | |
| 2023 GRANTS OF PLAN-BASED AWARDS | |
20172023 GRANTS OF PLAN-BASEDPLAN-BASED AWARDS
The following table provides information regarding plan-based awards granted to our named executive officers in 2017.2023.
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Name | Grant | Approval |
Estimated Possible | All Other | All Other | Exercise or | Grant Date | ||
Threshold | Target | Maximum | |||||||
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Matthew T. Farrell | 06/19/2017 | 04/26/2017 | — | 1,150,000 | 2,300,000 | — | 398,550 | 53.75 | 3,849,993 |
Richard A. Dierker | 06/19/2017 | 04/26/2017 | — | 393,900 | 787,800 | — | 78,070 | 53.75 | 754,156 |
Louis H. Tursi, Jr. | 01/04/2017 06/19/2017 | 01/04/2017 04/26/2017 | — | 217,400 | 434,800 | 22,371
| 45,880 | 44.69 53.75 | 999,760 443,201 |
Carlos Linares | 06/16/2017 06/16/2017 06/19/2017 | 12/05/2016 12/05/2016 04/26/2017 | — | 196,000(7) | 392,000 | 4,135
| 40,083 39,520 | 53.20 53.20 53.75 | 219,982 381,991 381,763 |
Judy A. Zagorski | 01/23/2017 06/19/2017 | 12/12/2016 04/26/2017 | — | 195,300(7) | 390,600 | — | 31,094 39,520 | 45.53 53.75 | 249,996 381,763 |
Name | Grant Date(1) | Approval Date(1) |
Estimated Possible Payouts Under Non-Equity | Estimated Possible Payouts Under Equity Incentive Plan Awards(4) | All Other Stock Awards: Shares of (#)(5) | All Other Option Awards: Number of Securities Underlying Options (#)(6) | Exercise or Awards | Grant Date Fair Value of Stock and Option ($)(7) | ||||||||||||||||||||||||||||||||||||||||
Threshold ($)(2) | Target (at 1.0 | Maximum ($) | Threshold (#)(2) | Target (at 1.0 (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||||||||
Matthew T. Farrell |
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Annual Incentive Plan |
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| — | 1,480,000 | 2,737,900 |
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Stock Options | 3/1/2023 | 1/31/2023 |
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| 226,670 | $ | 83.13 | 5,424,225 | |||||||||||||||||||||
Restricted Stock Units | 3/1/2023 | 1/31/2023 |
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| 8,700 |
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| 723,230 | ||||||||||||||||||||
Performance Stock Units | 3/1/2023 | 1/31/2023 |
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| — | 9,780 | 19,560 |
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| 1,084,845 | ||||||||||||||||||||||||
Richard A. Dierker |
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Annual Incentive Plan |
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| — | 625,700 | 1,157,600 |
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Stock Options | 3/1/2023 | 1/31/2023 |
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| 62,260 | $ | 83.13 | 1,489,875 | |||||||||||||||||||||
Restricted Stock Units | 3/1/2023 | 1/31/2023 |
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| 2,390 |
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| 198,650 | ||||||||||||||||||||
Performance Stock Units | 3/1/2023 | 1/31/2023 |
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| — | 2,690 | 5,380 |
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| 297,975 | ||||||||||||||||||||||||
Patrick D. de Maynadier |
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Annual Incentive Plan |
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| — | 304,800 | 563,900 |
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Stock Options | 3/1/2023 | 1/31/2023 |
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| 25,880 | $ | 83.13 | 619,369 | |||||||||||||||||||||
Restricted Stock Units | 3/1/2023 | 1/31/2023 |
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| 990 |
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| 82,583 | ||||||||||||||||||||
Performance Stock Units | 3/1/2023 | 1/31/2023 |
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| — | 1,120 | 2,240 |
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| 123,874 | ||||||||||||||||||||||||
Barry A. Bruno |
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Annual Incentive Plan |
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| — | 348,100 | 644,100 |
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Stock Options | 3/1/2023 | 1/31/2023 |
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| 26,110 | $ | 83.13 | 624,750 | |||||||||||||||||||||
Restricted Stock Units | 3/1/2023 | 1/31/2023 |
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| 1,000 |
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| 83,300 | ||||||||||||||||||||
Performance Stock Units | 3/1/2023 | 1/31/2023 |
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| — | 1,130 | 2,260 |
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| 124,950 | ||||||||||||||||||||||||
Carlos G. Linares |
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Annual Incentive Plan |
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| — | 270,800 | 500,900 |
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Stock Options | 3/1/2023 | 1/31/2023 |
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| 19,760 | $ | 83.13 | 472,875 | |||||||||||||||||||||
Restricted Stock Units | 3/1/2023 | 1/31/2023 |
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| 760 |
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| 63,050 | ||||||||||||||||||||
Performance Stock Units | 3/1/2023 | 1/31/2023 |
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| — | 850 | 1,700 |
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| 94,575 | ||||||||||||||||||||||||
(1) | For information regarding the timing of |
(2) | There is no specified minimum award |
(3) | Constitutes target and maximum award opportunities for our named executives under our Annual Incentive Plan. See “Compensation Discussion and Analysis— |
| (4) | Constitutes the performance stock units target and maximum award opportunities for our named executive officers. |
| (5) |
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Church & Dwight Co. | 2024 Proxy Statement | 69 | |
| 2023 GRANTS OF PLAN-BASED AWARDS | ||
| The amounts shown in this column represent the shares of our common stock underlying options granted under the Omnibus Equity Compensation Plan in |
| The grant date fair value is computed in accordance with ASC Topic 718. The assumptions used in determining the amounts in this column are set forth in note |
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Church & Dwight Co.| | | |
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20172023 OUTSTANDING EQUITY AWARDSAWARDS AT FISCAL YEAR-END
The following table provides information regarding outstanding stock options and restricted stockequity awards held by our named executive officers at December 31, 2017.2023.
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| Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||
| Option Awards | Stock | Awards | |||||||||||||||||||||||||||||||||||||||||||
Name | Number of | Number of | Option | Option | Number of (#)(2) | Market ($)(3) | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#)(1) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of (#)(2) | Market (#)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) | Equity Incentive or Other | ||||||||||||||||||||||||||||||||
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Matthew T. Farrell | 101,000 |
| 20.22 | 6/20/2021 |
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| 179,580 |
| 26.91 | 6/18/2022 |
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Stock Options | 556,800 | $ | 41.76 | 1/4/2026 | ||||||||||||||||||||||||||||||||||||||||||
| 189,640 |
| 30.96 | 6/17/2023 |
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Stock Options | 398,550 | $ | 53.75 | 6/19/2027 | ||||||||||||||||||||||||||||||||||||||||||
| 142,120 |
| 34.81 | 6/16/2024 |
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Stock Options | 454,100 | $ | 50.28 | 6/18/2028 | ||||||||||||||||||||||||||||||||||||||||||
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| 168,900 | 41.92 | 6/22/2025 |
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Stock Options | 376,610 | $ | 77.33 | 6/17/2029 | ||||||||||||||||||||||||||||||||||||||||||
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| 556,800 | 41.76 | 1/04/2026 |
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Stock Options | 485,020 | $ | 73.87 | 6/15/2030 | ||||||||||||||||||||||||||||||||||||||||||
Stock Options | 367,820 | $ | 84.54 | 6/14/2031 | ||||||||||||||||||||||||||||||||||||||||||
Stock Options | 308,410 | $ | 84.85 | 6/13/2032 | ||||||||||||||||||||||||||||||||||||||||||
Stock Options | 226,670 | $ | 83.13 | 3/1/2033 | ||||||||||||||||||||||||||||||||||||||||||
Restricted Stock Units | 8,700 | 822,672 | ||||||||||||||||||||||||||||||||||||||||||||
Performance Stock Units | 9,780 | 924,797 | ||||||||||||||||||||||||||||||||||||||||||||
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| 398,550 | 53.75 | 6/19/2027 |
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Richard A. Dierker | 17,880 |
| 26.91 | 6/18/2022 |
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| 16,020 |
| 30.96 | 6/17/2023 |
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Stock Options | 24,380 | $ | 73.87 | 6/15/2030 | ||||||||||||||||||||||||||||||||||||||||||
| 11,280 |
| 34.81 | 6/16/2024 |
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Stock Options | 86,740 | $ | 84.54 | 6/14/2031 | ||||||||||||||||||||||||||||||||||||||||||
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| 12,160 | 41.92 | 6/22/2025 |
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Stock Options | 83,340 | $ | 84.85 | 6/13/2032 | ||||||||||||||||||||||||||||||||||||||||||
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| 108,620 | 41.76 | 1/04/2026 |
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Stock Options | 62,260 | $ | 83.13 | 3/1/2033 | ||||||||||||||||||||||||||||||||||||||||||
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| 78,070 | 53.75 | 6/19/2027 |
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Louis H. Tursi, Jr. | 92,380 |
| 26.91 | 6/18/2022 |
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Restricted Stock Units | 2,390 | 225,998 | ||||||||||||||||||||||||||||||||||||||||||||
| 77,700 |
| 30.96 | 6/17/2023 |
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Performance Stock Units | 2,690 | 254,366 | ||||||||||||||||||||||||||||||||||||||||||||
| 58,420 |
| 34.81 | 6/16/2024 |
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Patrick D. de Maynadier | ||||||||||||||||||||||||||||||||||||||||||||||
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| 59,320 | 41.92 | 6/22/2025 |
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Stock Options | 58,240 | (5) | $ | 53.75 | 6/19/2027 | |||||||||||||||||||||||||||||||||||||||||
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| 52,100 | 49.62 | 6/20/2026 |
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Stock Options | 65,580 | (5) | $ | 50.28 | 6/18/2028 | |||||||||||||||||||||||||||||||||||||||||
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| 45,880 | 53.75 | 6/19/2027 |
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Stock Options | 45,120 | $ | 77.33 | 6/17/2029 | ||||||||||||||||||||||||||||||||||||||||||
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| 11,974 | 600,736 | |||||||||||||||||||||||||||||||||||||||||
Stock Options | 54,510 | $ | 73.87 | 6/15/2030 | ||||||||||||||||||||||||||||||||||||||||||
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| 22,371 | 1,122,353 | |||||||||||||||||||||||||||||||||||||||||
Carlos Linares |
| 40,083 | 53.20 | 6/16/2027 |
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Stock Options | 41,340 | $ | 84.54 | 6/14/2031 | ||||||||||||||||||||||||||||||||||||||||||
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| 39,520
| 53.75
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| 4,135 | 207,453 | ||||||||||||||||||||||||||||||||||||||||
Judy A. Zagorski |
| 31,094 | 45.53 | 1/23/2027 |
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Stock Options | 35,130 | $ | 84.85 | 6/13/2032 | ||||||||||||||||||||||||||||||||||||||||||
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| 39,520 | 53.75 | 6/19/2027 |
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Stock Options | 25,880 | $ | 83.13 | 3/1/2033 | ||||||||||||||||||||||||||||||||||||||||||
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Restricted Stock Units | 990 | 93,614 | ||||||||||||||||||||||||||||||||||||||||||||
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Performance Stock Units | 1,120 | 105,907 | ||||||||||||||||||||||||||||||||||||||||||||
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Barry A. Bruno | ||||||||||||||||||||||||||||||||||||||||||||||
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Stock Options | 10,993 | (6) | $ | 41.92 | 6/22/2025 | |||||||||||||||||||||||||||||||||||||||||
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Stock Options | 9,926 | (6) | $ | 49.62 | 6/20/2026 | |||||||||||||||||||||||||||||||||||||||||
Stock Options | 8,959 | (6) | $ | 53.75 | 6/19/2027 | |||||||||||||||||||||||||||||||||||||||||
Stock Options | 9,366 | (6) | $ | 50.28 | 6/18/2028 | |||||||||||||||||||||||||||||||||||||||||
Stock Options | 6,301 | (6) | $ | 77.33 | 6/17/2029 | |||||||||||||||||||||||||||||||||||||||||
Stock Options | 8,470 | $ | 73.87 | 6/15/2030 | ||||||||||||||||||||||||||||||||||||||||||
Stock Options | 26,232 | $ | 86.60 | 1/4/2031 | ||||||||||||||||||||||||||||||||||||||||||
Stock Options | 8,990 | $ | 82.24 | 10/1/2031 | ||||||||||||||||||||||||||||||||||||||||||
Stock Options | 30,950 | $ | 84.85 | 6/13/2032 | ||||||||||||||||||||||||||||||||||||||||||
Stock Options | 26,110 | $ | 83.13 | 3/1/2033 | ||||||||||||||||||||||||||||||||||||||||||
Restricted Stock Units | 1,000 | 94,560 | ||||||||||||||||||||||||||||||||||||||||||||
Performance Stock Units | 1,130 | 106,853 | ||||||||||||||||||||||||||||||||||||||||||||
Carlos G. Linares | ||||||||||||||||||||||||||||||||||||||||||||||
Stock Options | 40,083 | $ | 53.20 | 6/16/2027 | ||||||||||||||||||||||||||||||||||||||||||
Stock Options | 39,520 | $ | 53.75 | 6/19/2027 | ||||||||||||||||||||||||||||||||||||||||||
Stock Options | 40,750 | $ | 50.28 | 6/18/2028 | ||||||||||||||||||||||||||||||||||||||||||
Stock Options | 29,460 | $ | 77.33 | 6/17/2029 | ||||||||||||||||||||||||||||||||||||||||||
Stock Options | 37,360 | $ | 73.87 | 6/15/2030 | ||||||||||||||||||||||||||||||||||||||||||
Stock Options | 28,340 | $ | 84.54 | 6/14/2031 | ||||||||||||||||||||||||||||||||||||||||||
Stock Options | 26,100 | $ | 84.85 | 6/13/2032 | ||||||||||||||||||||||||||||||||||||||||||
Stock Options | 19,760 | $ | 83.13 | 3/1/2033 | ||||||||||||||||||||||||||||||||||||||||||
Restricted Stock Units | 760 | 71,866 | ||||||||||||||||||||||||||||||||||||||||||||
Performance Stock Units | 850 | 80,376 | ||||||||||||||||||||||||||||||||||||||||||||
(1) | Options vest and expire as to all of the underlying unexercisable shares as follows: |
Church & Dwight Co. | 2024 Proxy Statement
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| 2023 OUTSTANDING EQUITY AWARDS | ||
Option Exercise Price ($) | Expiration Date | Vesting Date | ||||||
86.60 | 1/04/2031 | 1/04/2024 | ||||||
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In the event of a “change in control,” as defined in the Omnibus Equity Compensation Plan, all stock options granted prior to theJuly 30, 2019, immediately vest upon a change in control immediately vest unless our Board of Directors determines otherwise. All stock options granted on or after July 20, 2019, require a “double trigger” before payment can be made or equity can vest (requiring a qualifying termination following a change in control).
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(3) | Based on the |
| (4) | Represents the number of performance stock units awarded to the named executive officers. As the threshold payout amount is zero, such number represents the number of shares based on the |
| (5) | The economic interest of one-sixth of the shares subject to this option has been transferred pursuant to a marital settlement agreement. |
| (6) | 1,167, 1,054, 951, 994, and 669 of the shares subject to the options with expiration dates of June 22, 2025, June 20, 2026, June 19, 2027, June 18, 2028, and June 17, 2029, respectively, were forfeited, without consideration, as required by the Board and the Compensation Committee to reflect changes to Mr. Bruno’s compensation as a penalty for violations of Company policies. |
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20172023 OPTION EXERCISES AND STOCK VESTED
The following table provides information regarding option exercises and stock vested by our named executive officers during 2017. There were no options exercised or vesting of restricted stock held by our named executive officers during 2017.2023.
| Option Awards | Stock Awards | |||||||||||||||
| Name | # Shares Acquired on Exercise | Value Realized on Exercise ($) | # Shares Acquired on Vesting | Value Realized on Vesting ($) | ||||||||||||
Matthew T. Farrell |
| 311,020 |
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| 17,987,088 |
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| — |
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| — |
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Richard A. Dierker |
| 178,630 |
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| 3,690,966 |
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| — |
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| — |
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Patrick D. de Maynadier |
| 68,460 |
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| 3,247,962 |
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| — |
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| — |
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Barry Bruno |
| 10,440 |
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| 643,444 |
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| — |
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| — |
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Carlos Linares |
| — |
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| — |
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| — |
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| — |
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Church & Dwight Co.| | 73 | ||
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20172023 NONQUALIFIED DEFERREDDEFERRED COMPENSATION
Our named executive officers are among the employees eligible to participate in the EDCP. Participants can elect to defer up to 85% of each of their salary and Annual IncentiveExecutive Deferred Compensation Plan award payout.(“EDCP”). Amounts deferred are invested, as determined by the participant, in one or more notional investments, including a notional investment in our common stock. The other notional investments are based on a group of mutual funds. We also made contributions to a participant’s deferred compensation account equal to the matching contributions and profit sharing contributions that would have been made to the participant’s account under the Savings and Profit Sharing Plan for Salaried Employees but for (i) limitations imposed by the Internal Revenue Code on plan contributions, and (ii) the participant’s deferrals under the EDCP. Following retirement, participants may elect to receive either a lump sum payment or installment payments for up to 20 years. A participant’s interest in the portion of his or her account derived from our contributions, vests, depending on the nature of the contribution, between two to five years from commencement of employment.
The following table provides details regarding nonqualified deferred compensation for our named executive officers in 2017.2023.
Name | Executive | Registrant in Last Fiscal Year | Aggregate | Aggregate | Aggregate | Executive Contributions in Last Fiscal Year ($)(1) | Registrant in Last Fiscal Year | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Distributions | Aggregate Balance at Last Fiscal Year-End ($)(2) | |||||||||||||||
Matthew T. Farrell | 108,415 | 207,454 | 622,013 | — | 5,347,153 |
| 168,678 |
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| 280,476 |
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| 1,980,135 |
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| — |
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| 13,195,439 |
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Richard A. Dierker | 128,591 | 67,219 | 74,828 | — | 559,111 |
| 601,126 |
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| 112,593 |
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| 861,496 |
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| — |
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| 4,824,047 |
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Louis H. Tursi, Jr. | 594,606 | 27,717 | 381,208 | — | 3,278,331 | ||||||||||||||||||||
Carlos Linares | 343,689 | 980 | 22,883 | — | 367,552 | ||||||||||||||||||||
Judy A. Zagorski | 308,656 | 15,433 | 14,773 | — | 338,862 | ||||||||||||||||||||
Patrick D. de Maynadier(3) |
| 343,305 |
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| 47,932 |
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| 319,508 |
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| — |
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| 3,883,355 |
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Barry A. Bruno |
| 86,160 |
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| 52,576 |
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| 121,525 |
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| — |
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| 706,565 |
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Carlos G. Linares |
| 688,915 |
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| 65,710 |
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| 814,017 |
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| — |
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| 5,069,109 |
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(1) | All amounts shown in this column are reported as compensation in the |
(2) | Includes amounts that are reported as compensation in the |
| (3) | A portion of Mr. de Maynadier’s account balance is subject to a marital settlement agreement. |
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POTENTIAL PAYMENTS UPON TERMINATION | ||
POTENTIAL PAYMENTS UPON TERMINATIONTERMINATION OR CHANGE IN CONTROL
In this section, we describe payments that may behave been made to our named executive officers upon several events of termination, including termination in connection with a change in control, assuming the termination event occurred on December 31, 20172023 (except as otherwise noted).
The information in this section does not include information relating to the following:
distributions under the EDCP—see “2017“2023 Nonqualified Deferred Compensation” for information regarding this plan,
other payments and benefits provided on a nondiscriminatory basis to salaried employees generally upon termination of employment, including our tax-qualified defined contribution plan,the Savings and Profit Sharing Plan for Salaried Employees,
restricted shares and shares underlying options that vested prior to the termination event—see the “2017 Outstanding Equity Awards at Fiscal Year-End” table, and
| • | restricted shares and shares underlying options that vested prior to the termination event—see the “2023 Outstanding Equity Awards at Fiscal Year-End” table, and |
short-term incentive payments that would not be increased due to the termination event.
CHANGE IN CONTROL AND SEVERANCE AGREEMENTS
We have entered into Change in Control and Severance Agreements with each named executive officer. The agreements provide for benefits upon specified termination of employment events within two years following a change in control and upon specified termination of employment events at any time for reasons unrelated to a change in control. A “change in control” occurs under the agreements if:
a person becomes the beneficial owner of 50 percent or more of our common stock,
the consummation of a merger or other business combination or a sale of all or substantially all of our assets, or
within any 24-month period, “incumbent directors” no longer constitute at least a majority of our Board of Directors; “incumbent directors” are (i) persons who were directors immediately before the beginning of the 24-month period and (ii) persons who are elected to our Board of Directors by a two-thirds vote of the incumbent directors.
| • | within any 24-month period, “incumbent directors” no longer constitute at least a majority of our Board of Directors; “incumbent directors” are (i) persons who were directors immediately before the beginning of the 24-month period and (ii) persons who are elected to our Board of Directors by a two-thirds vote of the incumbent directors. |
Upon the termination of an executive officer’s employment without cause or by the executive officer for good reason, generally within two years following a change in control and following the executive officer’s execution of a release, the executive officer will receive:
a lump sum payment equal to two times (three times for Mr. Farrell) the sum of such executive officer’s base salary plus target bonus award under the Annual Incentive Plan for the year in which such termination occurs, and
a lump sum payment equal to the executive officer’s target bonus award under the Annual Incentive Plan multiplied by a fraction equal to the portion of the year that has expired on the date of termination of employment.
Each lump sum payment will be made six months following the date of termination of employment.
Church & Dwight Co. | 2024 Proxy Statement | 75 | |
| POTENTIAL PAYMENTS UPON TERMINATION | ||
Upon the termination of an executive officer’s employment without cause or by the executive officer for good reason other than as a result of a change in control and following the executive officer’s execution of a release, the executive officer will receive:
| • | a lump sum payment equal to the executive officer’s base salary (Mr. Farrell will receive an amount equal to two times his base salary) for the year in which the termination occurs (one-half of the payment will be paid six months following the date of termination of employment and the remaining one-half will be paid in six equal monthly installments thereafter), and |
a lump sum payment equal to the Annual Incentive Plan award that would have been payable to the executive officer’s base salary (Mr. Farrell will receive an amountofficer based on actual performance multiplied by a fraction equal to two times his base salary)the portion of the year that has expired on the date of termination of employment (to be paid on the later of the regularly scheduled payment date for the year in which the termination occurs (one-half of the payment will be paidaward and six months following the date of termination of employment and the remaining one-half will be paid in six equal monthly installments thereafter), andemployment).
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“Good reason” means the occurrence of any of the following events, without the consent of the executive officer: (i) the executive officer suffers a material demotion in title, position, or duties; (ii) the executive officer’s base salary and target award percentage or benefits are materially decreased; (iii) we fail to obtain the assumption of the agreement by an acquirer; or (iv) the executive officer’s office location is moved by more than 50 miles.
In the event that an executive officer becomes liable for payment of any excise tax under Section 4999 of the Internal Revenue Code Section 4999 with respect to any “excess parachute payments” under Section 280G of the Internal Revenue Code Section 280G to be received under the agreement in connection with a change in control, we will reduce the payments below the threshold amount for “excess parachute payments” set forth in Section 280G, if the reduction would provide the executive with greater net after-tax payments than would be the case if no reduction were made and the payments were subject to excise tax under Section 4999.4999 of the Internal Revenue Code.
In addition, under any event of termination covered by the agreement, the executive officer may elect to continue group medical and dental coverage at the then prevailing employee rate for a period of 24 months (12 months if termination occurs other than as a result of a change in control)—or, in the case of Mr. Farrell, 36 months (24 months if termination occurs other than as a result of a change in control) from the date of termination. The executive officer will also be entitled to receive (i) group life insurance coverage for a period of 24 months (12 months if termination occurs other than as a result of a change in control)—or, in the case of Mr. Farrell, 36 months (24 months if termination occurs other than as a result of a change in control) from the date of termination; (ii) outplacement assistance; and (iii) payment for unused vacation time. The agreement also contains non-competition, non-solicitation, and non-disparagement provisions.
The Change in Control and Severance Agreement replaced related provisions, if any, in the executive officer’s employment agreement.
In January 2016, our Board approved amendments to the Change in Control and Severance Agreement. For a description of these changes, see “Compensation Discussion and Analysis—Ongoing and Post-Employment Compensation—Change in Control and Severance Agreements.”
ACCELERATION OF VESTING PROVISIONS PERTAINING TO STOCK OPTIONS AND RESTRICTED STOCKLONG-TERM INCENTIVE AWARDS UPON A CHANGE IN CONTROL
Under the Church & Dwight Co., Inc. 2022 Omnibus Equity Compensation Plan upon a change in control all stock options and restricted stock granted prior to“double trigger” is required for the change in control vest immediately, unless our Boardvesting of Directors determines otherwise. The definition of “change in control”grants made under the Omnibus Equity Compensation Plan on or after July 30, 2019, to participants with the title of Executive Vice President or Chief Executive Officer. Pursuant to the Omnibus Equity Compensation Plan , if, in connection with a “change of control,” which definition of “change of control” is substantially the same assimilar to the definition of “change in control” under the Change in Control and Severance Agreements. We believe this accelerated vesting can create management stability duringAgreements, an acquirer of the Company assumes, substitutes or converts such grants to similar grants of the surviving corporation on an economically-equivalent basis and otherwise in accordance with the Plan, and the applicable participant’s employment terminates without “cause” or for “good reason” as defined in the Change in Control and Severance Agreements upon or within 24 months following the change of control, then upon such termination,
76 | Church & Dwight Co. | 2024 Proxy Statement | |
| POTENTIAL PAYMENTS UPON TERMINATION | ||
grants of stock options, restricted stock units and performance stock units will automatically accelerate and become fully vested (at target values, if such grants are subject to performance conditions). However, pursuant to our 2023 performance stock unit grant agreement, performance stock units will vest at the target level of performance on a pro-rated basis, calculated by multiplying the number of shares subject to the grant of performance stock units by a fraction, the numerator of which is the number of days that have elapsed from the start of the applicable performance period until the date of uncertainty, because therethe grantee’s termination of employment, and the denominator of which is an increased risk that executive officers may seek other employment opportunities if they became concerned about employment security following1,095. Stock options granted prior to July 30, 2019, vest immediately upon a change in control.of control, unless the Board of Directors determines otherwise.
TABLE OF BENEFITS UPON TERMINATION EVENTS
The following tables show potential payments to our named executive officers, upon termination of employment, including without limitation a change in control, assuming a December 31, 20172023, termination date. In connection with the amounts shown in the table:
Stock option benefit amounts for each option as to which vesting will be accelerated upon the occurrence of the termination event are equal to the product of the number of shares underlying the option multiplied by the difference between the exercise price per share of the option and the $50.17$94.56 closing price per share of our common stock on December 31, 2017,29, 2023, as reported on the NYSE. Restricted stock unit and performance stock unit benefit amounts for each unit as to which vesting will be accelerated upon the occurrence of the termination event are equal to the product of the number of shares underlying the units multiplied by $94.56. The values set forth in the tables below assume that each named executive officer’s employment is terminated simultaneously with the occurrence of a change in control. Stock options are included in the table as they continue to vest in accordance with the terms of grant for three years for named executive officers who either are terminated without cause or voluntarily terminate and, in each case, meet our “age plus years of service” and other contractual qualifications for “retirement” treatment, and upon death or disability, in accordance with the terms of our plans. Because they do not accelerate, these amountsAmounts for restricted stock units are not listedincluded in the table. table as they would accelerate for named executive officers who either are terminated without cause or voluntarily terminate and, in each case, meet our “age plus years of service” and other contractual qualifications for “retirement” treatment, and upon death or disability, in accordance with the terms of our plans. Amounts for performance stock units are included in the table as they would accelerate for named executive officers who are terminated upon death or disability, in accordance with the terms of our plans. Performance stock units are included in the table as they will continue to vest and be subject to the achievement of the applicable performance goals for named executive officers who either are terminated without cause or voluntarily terminate and, in each case, meet our “age plus years of service” and other contractual qualifications for “retirement treatment, in accordance with the terms of our plans.
As of December 31, 2017,2023, Messrs. Farrell, de Maynadier and TursiLinares met the minimum “age plus years of service” requirement for retirement.
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Health and Welfare Benefits are equal to the costs we would incur to maintain such benefits for the applicable period.
We assumed that target award performance rating under the Annual Incentive Plan is met in the year of termination. Under the Change in Control and Severance Agreements, if the named executive officer is terminated on December 31, he or she will be entitled to no additional payments with respect to this component beyond what the executive otherwise would have earned under the Annual Incentive Plan. Therefore, no payment with respect to this component is reflected in the table.
Matthew T. Farrell | ||||
Benefit Type | Change in | Non-Change | Voluntary | Death or |
Severance Payments | 6,450,000 | 2,000,000 | — | — |
Stock Options | 6,079,742 | — | — | — |
Restricted Stock | — | — | — | — |
Excise Tax and Gross-Ups | — | — | — | — |
Health and Welfare Benefits | 34,024 | 22,683 | — | — |
Total | 12,563,766 | 2,022,683 | — | — |
| • | Under the Change in Control and Severance Agreements, if the named executive officer is terminated on December 31, he or she will be entitled to no additional payments with respect to this component beyond what the executive earned under the Annual Incentive Plan. The amounts earned by each named executive officer under the Annual Incentive Plan for 2023 are reported in the “Non-Equity Incentive Plan Compensation” column in the “2023 Summary Compensation Table.” As noted above, in connection with a termination following a change in control, each executive officer would be entitled to a payment equal to his or her target bonus under the Annual Incentive Plan. |
Richard A. Dierker | ||||
Benefit Type | Change in | Non-Change | Voluntary | Death or |
Severance Payments | 1,927,800 | 567,000 | — | — |
Stock Options | 1,014,418 | — | — | — |
Restricted Stock | — | — | — | — |
Excise Tax and Gross-Ups | — | — | — | — |
Health and Welfare Benefits | 32,739 | 16,370 | — | — |
Total | 2,974,957 | 583,370 | — | — |
Louis H. Tursi, Jr. | ||||
Benefit Type | Change in | Non-Change | Voluntary | Death or |
Severance Payments | 1,314,000 | 438,000 | — | — |
Stock Options | 518,342 | — | — | — |
Restricted Stock | 1,723,089 | — | — | — |
Excise Tax and Gross-Ups | — | — | — | — |
Health and Welfare Benefits | 29,588 | 14,794 | — | — |
Total | 3,585,018 | 452,794 | — | — |
Church & Dwight Co.| | 77 | ||
POTENTIAL PAYMENTS UPON TERMINATION | |||
Carlos Linares | |||||||||||||||||||||||
Benefit Type | Change in | Non-Change | Voluntary | Death or | |||||||||||||||||||
Name and Principal Position | Change in Control Termination without Cause or for Good Reason ($) | Non-Change in Control Termination without Cause or for Good Reason ($) | Retirement ($) | Death and Disability ($) | |||||||||||||||||||
Matthew T. Farrell | |||||||||||||||||||||||
Chairman, President and Chief Executive Officer | |||||||||||||||||||||||
Severance Payments | 1,245,000 | 415,000 | — | — | 8,031,150 | 2,379,600 | — | — | |||||||||||||||
Stock Options | 0 | — | — | — | 9,271,056 | 9,271,056 | 9,271,056 | 9,271,056 | |||||||||||||||
Restricted Stock | 207,453 | — | — | — | |||||||||||||||||||
Restricted Stock Units | 822,672 | 822,672 | 822,672 | 822,672 | |||||||||||||||||||
Performance Stock Units | 924,797 | 924,797 | 924,797 | 308,266 | |||||||||||||||||||
Excise Tax and Gross-Ups | — | — | — | — | — | — | — | ||||||||||||||||
Health and Welfare Benefits | 24,636 | 12,318 | — | — | 48,998 | 32,665 | — | — | |||||||||||||||
Total | 1,477,089 | 427,318 | — | — | 19,098,673 | 13,430,790 | 11,018,524 | 10,401,993 | |||||||||||||||
Richard A. Dierker | |||||||||||||||||||||||
Executive Vice President, Chief Financial Officer and Head of Business Operations | |||||||||||||||||||||||
Severance Payments | 2,655,060 | 698,700 | — | — | |||||||||||||||||||
Stock Options | 2,389,998 | — | — | 2,389,998 | |||||||||||||||||||
Restricted Stock Units | 225,998 | — | — | 225,998 | |||||||||||||||||||
Performance Stock Units | 84,789 | — | — | 84,789 | |||||||||||||||||||
Excise Tax and Gross-Ups | — | — | — | — | |||||||||||||||||||
Health and Welfare Benefits | 46,001 | 23,001 | — | — | |||||||||||||||||||
Total | 5,401,846 | 721,701 | — | 2,700,785 | |||||||||||||||||||
Patrick D. de Maynadier(1) | |||||||||||||||||||||||
Executive Vice President, General Counsel & Secretary | |||||||||||||||||||||||
Severance Payments | 1,633,600 | 510,500 | — | — | |||||||||||||||||||
Stock Options | 1,051,148 | 1,051,148 | 1,051,148 | 1,051,148 | |||||||||||||||||||
Restricted Stock Units | 93,614 | 93,614 | 93,614 | 93,614 | |||||||||||||||||||
Performance Stock Units | 105,907 | 105,907 | 105,907 | 35,302 | |||||||||||||||||||
Excise Tax and Gross-Ups | — | — | — | — | |||||||||||||||||||
Health and Welfare Benefits | 32,665 | 16,333 | — | — | |||||||||||||||||||
Total | 2,916,935 | 1,777,502 | 1,250,669 | 1,180,064 | |||||||||||||||||||
Barry A. Bruno | |||||||||||||||||||||||
Executive Vice President, Chief Marketing Officer and President – Consumer Domestic | |||||||||||||||||||||||
Severance Payments | 1,699,320 | 499,800 | — | — | |||||||||||||||||||
Stock Options | 918,525 | — | — | 918,525 | |||||||||||||||||||
Restricted Stock Units | 94,560 | — | — | 94,560 | |||||||||||||||||||
Performance Stock Units | 35,618 | — | — | 35,618 | |||||||||||||||||||
Excise Tax and Gross-Ups | — | — | — | — | |||||||||||||||||||
Health and Welfare Benefits | 49,331 | 24,666 | — | — | |||||||||||||||||||
Total | 2,797,354 | 524,466 | — | 1,048,703 | |||||||||||||||||||
Judy A. Zagorski | ||||
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Benefit Type | Change in | Non-Change | Voluntary | Death or |
Severance Payments | 1,245,000 | 415,000 | — | — |
Stock Options | 144,276 | — | — | — |
Restricted Stock | — | — | — | — |
Excise Tax and Gross-Ups | — | — | — | — |
Health and Welfare Benefits | 27,105 | 13,553 | — | — |
Total | 1,416,381 | 428,553 | — | — |
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| POTENTIAL PAYMENTS UPON TERMINATION | ||
Name and Principal Position | Change in Control Termination without Cause or for Good Reason ($) | Non-Change in Control Termination without Cause or for Good Reason ($) | Retirement ($) | Death and Disability ($) | ||||||||||||
Carlos G. Linares | ||||||||||||||||
Executive Vice President, Chief Technology Officer & Global New Product Innovation | ||||||||||||||||
Severance Payments | 1,533,570 | 494,700 | — | — | ||||||||||||
Stock Options | 763,255 | 763,255 | 763,255 | 763,255 | ||||||||||||
Restricted Stock Units | 71,866 | 71,866 | 71,866 | 71,866 | ||||||||||||
Performance Stock Units | 80,376 | 80,376 | 80,376 | 26,792 | ||||||||||||
Excise Tax and Gross-Ups | — | — | — | — | ||||||||||||
Health and Welfare Benefits | 30,444 | 15,222 | — | — | ||||||||||||
Total | 2,479,510 | 1,425,418 | 915,496 | 861,912 | ||||||||||||
| (1) |
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| (2) | A portion of Mr. de Maynadier’s options are subject to a marital settlement agreement. |
Church & Dwight Co. | 2024 Proxy Statement | 79
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| CEO PAY RATIO | ||
We believe executive pay must be internally consistent and equitable to motivate our employees to create shareholder value. We are committed to internal pay equity, and the Compensation & OrganizationHuman Capital Committee monitors the relationship between the pay our officers receive and the pay our non-officer employees receive. The Compensation & Organization Committee reviewed a comparison of CEO pay (base salary and target bonus) to the pay of all our employees in 2017. The compensation for our CEO in 20172023 was approximately 98126.4:1 times the 2023 pay for our median pay of our employees.employee.
As a result of the rules recently adopted by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), we are required to disclose the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee, using the required calculations. We identified our median employee utilizing data as of November 30, 2017,2023 by examining the 20172023 target total cash compensation (base salary plus target bonus) for all individuals excluding our CEO, who were employed by us on November 30, 2017.2023. We included all employees, whether employed on a full-time or part-time basis. We did not make any assumptions, adjustments, or estimates with respect to total target cash compensation. We excluded 73four employees from Brazil, which represents approximately 1.6-percentrepresented less than one percent of the Company’s total employee population of 4,500.5,575 as of November 30, 2023. We believe the use of total target cash compensation for all employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees.
After identifying the median employee based on total target cash compensation, weWe calculated annual total compensation for that employee using the same methodology we use for our named executive officers as set forth in the 20172023 Summary Compensation Table in this proxy statement.Proxy Statement.
As illustrated in the table below, our 20172023 CEO to median employee pay ratio is 97.8:126.4:1.
CEO to Median Employee Pay Ratio | |||||||||||||||
| CEO to Median Employee Pay Ratio | ||||||||||||||
| President |
| Median Employee | President and CEO | Median Employee | ||||||||||
Base Salary | $1,000,000 |
| $56,358 | $ | 1,183,975 | $ | 74,124 | ||||||||
Option Awards | 3,849, 993 |
| — | ||||||||||||
Annual Incentive Plan Compensation | 1,150,000 |
| 1,691 | 2,530,700 | 5,070 | ||||||||||
| Long-Term Incentive Awards | 7,232,300 | — | |||||||||||||
All Other Compensation | 259,622 |
| 5,940 | 235,191 | 9,287 | ||||||||||
TOTAL | $6,259,615 |
| $63,989 | 11,182,166 | 88,482 | ||||||||||
CEO Pay to Median Employee Pay Ratio | 97.8 | : | 1 | 126.4 | 1 | ||||||||||
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| DELINQUENT SECTION 16(A) REPORTS | ||
DELINQUENT SECTION 16(A) REPORTS
Each Director, executive officer and Chief Accounting Officer of the Company and any greater than 10% beneficial owner of Common Stock is required to report to the SEC, by a specified date, his or her transactions involving our Common Stock. Based solely on a review of the copies of reports furnished to us and related written representations, we believe that for transactions during 2023 all reports required by Section 16(a) were timely filed, except that one report for Rick Spann, Executive Vice President and Chief Supply Chain Officer, was not timely filed due to administrative oversight.
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| EQUITY COMPENSATION PLAN INFORMATION | ||
EQUITY COMPENSATION PLAN INFORMATION
AS OF DECEMBER 31, 20172023
The following table provides information as of December 31, 2017,2023, regarding securities issuable under our equity compensation plans, all of which were approved by our stockholders.
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Plan Category | (a) | (b) | (c) | (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, warrants and rights | (b) Weighted-Average Exercise Price of Outstanding Options, warrants and rights ($) | (c) Number of Securities Remaining Available for Future Issuance Under Compensation Plans (excludes securities reflected in column (a)) | |||||||||
Equity Compensation Plans Approved by Stockholders | 16,000,000 | 33.11 | 24,849,701 | 10,269,686 | $ | 68.77 | 16,141,411 | ||||||||
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| PAY VERSUS PERFORMANCE | ||
PAY VERSUS PERFORMANCE | ||||||||||||||||||||||||||||||||
Year (a) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO (1) (c) | Average Summary Compensation Table Total for Non-PEO NEOs(2) (d) | Average Compensation Actually paid to Non-PEO NEOs(1) (2) (e) | Value of Initial Fixed $100 Investment Based On: | Net Income ($ in millions) (3) (h) | Company- Selected Measure: Diluted EPS (4) (i) | |||||||||||||||||||||||||
Total Shareholder Return (f) | Peer Group Total Shareholder Return (g) | |||||||||||||||||||||||||||||||
2023 | $ | 11,182,166 | $ | 24,015,899 | $ | 2,457,117 | $ | 4,099,117 | $ | 141 | $ | 126 | $ | 756 | $ | 3.17 | ||||||||||||||||
2022 | $ | 8,375,361 | $ | (5,956,688 | ) (6) | $ | 1,673,157 | $ | (8,738 | ) (7) | $ | 119 | $ | 126 | $ | 414 | $ | 1.72 | ||||||||||||||
2021 | $ | 8,889,526 | $ | 26,421,358 | $ | 1,743,820 | (5) | $ | 3,270,073 | (5) | $ | 149 | $ | 133 | $ | 828 | $ | 3.04 | ||||||||||||||
2020 | $ | 9,902,703 | $ | 22,777,595 | $ | 2,018,372 | $ | 3,794,101 | $ | 125 | $ | 116 | $ | 786 | $ | 2.85 | ||||||||||||||||
| (1) | The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” (“CAP”) to Mr. Farrell, and to our NEOs other than Mr. Farrell, respectively. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the PvP Rules, the following adjustments were made to the “Total” amount of compensation reported on the Summary Compensation Table (“SCT”): |
PEO SCT Total to CAP Reconciliation | ||||||||||||||||||||||||||||
Year | Salary | Bonus and Non-Equity Incentive Compensation | All Other Compensation (i) | SCT Total | Deductions from SCT Total (ii) | Additions from SCT Total (iii) | CAP | |||||||||||||||||||||
2023 | $ | 1,183,975 | $ | 2,530,700 | $ | 235,191 | $ | 11,182,166 | $ | (7,232,300 | ) | $ | 20,066,032 | $ | 24,015,899 | |||||||||||||
2022 | $ | 1,156,275 | $ | 453,600 | $ | 174,764 | $ | 8,375,361 | $ | (6,590,722 | ) | $ | (7,741,328 | ) (6) | $ | (5,956,688 | ) (6) | |||||||||||
2021 | $ | 1,117,400 | $ | 1,130,800 | $ | 281,718 | $ | 8,889,526 | $ | (6,359,608 | ) | $ | 23,891,440 | $ | 26,421,358 | |||||||||||||
2020 | $ | 1,084,825 | $ | 2,195,700 | $ | 447,873 | $ | 9,902,703 | $ | (6,174,305 | ) | $ | 19,049,196 | $ | 22,777,595 | |||||||||||||
Average Non-PEO NEOs(2) SCT Total to CAP Reconciliation | ||||||||||||||||||||||||||||
Year | Salary | Bonus and Non-Equity Incentive Compensation | All Other Compensation (i) | SCT Total | Deductions from SCT Total (ii) | Additions from SCT Total (iii) | CAP | |||||||||||||||||||||
2023 | $ | 548,225 | $ | 662,375 | $ | 177,561 | $ | 2,457,117 | $ | (1,068,956 | ) | $ | 2,710,956 | $ | 4,099,117 | |||||||||||||
2022 | $ | 533,613 | $ | 117,575 | $ | 84,254 | $ | 1,673,157 | $ | (937,716 | ) | $ | (744,180 | ) (7) | $ | (8,738 | ) (7) | |||||||||||
2021 | $ | 513,474 | $ | 285,050 | $ | 107,146 | $ | 1,743,820 | $ | (838,150 | ) | $ | 2,364,402 | $ | 3,270,073 | |||||||||||||
2020 | $ | 501,338 | $ | 565,600 | $ | 144,288 | $ | 2,018,372 | $ | (807,146 | ) | $ | 2,582,875 | $ | 3,794,101 | |||||||||||||
| (i) | Reflects “all other compensation” reported in the SCT for each year shown. |
| (ii) | Represents the grant date fair value of equity-based awards granted each year. We do not have a pension program for any of the years reflected in this table; therefore, a deduction from SCT total related to pension value is not needed. |
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| PAY VERSUS PERFORMANCE | ||
| (iii) | Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The equity component of CAP for fiscal year 2023 is further detailed in the supplemental table below: |
PEO Equity Component of CAP for Each Fiscal Year (FY) | ||||||||||||||||||||
Year | Equity Type | Fair Value of Current Year Equity Awards at 12/31 (IV) (a) | Change in Value of Prior Years’ Awards That Vested in FY (IV) (b) | Change in Value of Prior Years’ Awards Unvested at 12/31 (IV) (c) | Equity Value Included in CAP (d) = (a) + (b) + (c) | |||||||||||||||
2023 | Options/RSUs/PSUs | $ | 9,453,817 | $ | 5,228,516 | $ | 5,383,700 | $ | 20,066,032 | |||||||||||
2022 | Options | $ | 6,325,489 | (6) | $ | (4,379,219 | ) | $ | (9,687,598 | ) (6) | $ | (7,741,328 | ) (6) | |||||||
2021 | Options | $ | 10,985,931 | $ | (1,173,880 | ) | $ | 14,079,390 | $ | 23,891,440 | ||||||||||
2020 | Options | $ | 7,482,445 | $ | 1,887,995 | $ | 9,678,757 | $ | 19,049,196 | |||||||||||
Average Non-PEO NEOs(2) Equity Component of CAP for each Fiscal Year (FY) | ||||||||||||||||||||
Year | Equity Type | Fair Value of Current Year Equity Awards at 12/31 (IV) (a) | Change in Value of Prior Years’ Awards That Vested in FY (IV) (b) | Change in Value of Prior Years’ Awards Unvested at 12/31 (IV) (c) | Equity Value Included in CAP (d) = (a) + (b) + (c) | |||||||||||||||
2023 | Options/RSUs/PSUs | $ | 1,397,538 | $ | 578,670 | $ | 734,748 | $ | 2,710,956 | |||||||||||
2022 | Options | $ | 899,979 | (7) | $ | (494,713 | ) | $ | (1,149,445 | ) (7) | $ | (744,180 | ) (7) | |||||||
2021 | Options | $ | 1,213,885 | $ | (145,752 | ) | $ | 1,296,270 | $ | 2,364,402 | ||||||||||
2020 | Options | $ | 978,154 | $ | 262,936 | $ | 1,341,785 | $ | 2,582,875 | |||||||||||
| (iv) | Stock option fair values, reported for CAP purposes, are estimated using a Black-Scholes option pricing model. The methodology used for determining the model inputs is consistent with the valuation performed on the grant date.This model requires several assumptions: (i.e., volatility, term, dividend yield, and risk-free interest rate) as of the measurement date. |
| Restricted stock unit fair values are calculated using the stock price as of the measurement date. Performance stock unit fair values, reported for CAP purposes, are estimated using a Monte Carlo pricing model. The methodology used for determining the model inputs is consistent with the valuation performed on the grant date. This model requires several assumptions: (i.e., volatility, financial metric multiplier, realized performance, and risk-free interest rate) as of the measurement date. |
| (2) | The non-principal executive officer (PEO) named executive officers (NEOs) reflected in columns (d) and (e) represent the following individuals for each of the years shown: |
| (3) | Net Income is as reported in our Form 10-K |
| (4) | Diluted EPS, is as adjusted for purposes of calculating Diluted EPS under the “Annual Incentive Plan” and includes the following: |
84 | Church & Dwight Co. | 2024 Proxy Statement | |
| PAY VERSUS PERFORMANCE | ||
| (5) | Compensation values disproportionately declined from the prior fiscal year due to the impact of the departure of Steven Cugine and Britta Bomhard, both longer tenured NEOs, and replacement with Barry Bruno |
| (6) | 2022: Compensation Actually Paid to PEO was modified to reflect an inadvertent inaccuracy in the December 31, 2022 valuation of outstanding stock options, which resulted in an understatement of $1,705,417 |
| (7) | 2022: Compensation Actually Paid to Non-PEO NEOs was modified to reflect an inadvertent inaccuracy in the December 31, 2022 valuation of outstanding stock options, which resulted in an understatement of $240,367 |
Most Important Performance Measures |
>NetSales >RelativeGross Margin >DilutedEPS >Cashfrom Operations |
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| PAY VERSUS PERFORMANCE | ||
Fiscal Years | p CAP to PEO | p Avg CAP to Non-PEO NEOs | p Company TSR | p Peer Group TSR | ||||||||||||
2023 vs. 2022 | 503.2 | % | 973.8 | % | 18.7 | % | 0.4 | % | ||||||||
2022 vs. 2021 | (122.5 | )% | (100.3 | )% | (20.4 | )% | (5.9 | )% | ||||||||
2021 vs. 2020 | 16.0 | % | (13.8 | )% | 18.9 | % | 15.2 | % | ||||||||
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| PAY VERSUS PERFORMANCE | ||
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| PROPOSAL 2 | ||
PROPOSAL 2: ADVISORY VOTE TO APPROVE COMPENSATIONCOMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
In accordance with the provisions of Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), enacted as part of the Dodd-Frank Act, we are providing our stockholders the opportunity to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules, commonly referred to as a say-on-pay vote. Specifically, these rules address the information we must provide in the compensation discussion and analysis, compensation tables, and related disclosures included in this proxy statement. In accordance with the advisory vote of our stockholders at our 20172023 Annual Meeting of Stockholders, we provide to our stockholders the opportunity to vote annually to approve, on an advisory basis, the compensation of our named executive officers. Accordingly, the next vote to approve, on an advisory basis, the compensation of our named executive officers after the vote heldis at this Annual Meeting will be conducted at our 2019 Annual Meeting of Stockholders.
As described under “Compensation Discussion and Analysis,” our compensation objectives have focused on providing compensation that is competitive, includes meaningful performance incentives, aligns the interests of our executive officers and stockholders and provides an incentive for long-term continued employment with us.
We believe that our compensation program, which includes meaningful, performance-based components, has met these objectives and has enabled us to attract, motivate, and retain talented executives who have helped us achieve strong financial results. Please refer to the “Compensation Discussion and Analysis” for a detailed discussion of the performance goals addressed by our incentive programs and our compensation programs generally. Moreover, we believe that our compensation program is aligned with the long-term interests of our stockholders and contributed to our achievement of an average annual total stockholder return over the past one,three, five, and ten years of 15.34 percent, 15.68.8 percent, and 16.312.6 percent, respectively.
At the 20172023 Annual Meeting of Stockholders, we asked our stockholders to vote to approve, on an advisory basis, the compensation paid to our named executive officers. Our stockholders overwhelmingly approved compensation to our named executive officers, with over 94approximately 83 percent of votes cast in favor of our say-on-pay resolution. We value this positive endorsement by our stockholders of our executive compensation policies. As we evaluatedprogram. After soliciting input from and engaging with various major stockholders regarding our executive compensation practices in fiscal 2017, we were mindful of the strong support our stockholders expressed for our pay-for-performance philosophy. As a result,program, the Compensation & OrganizationHuman Capital Committee assessed our compensation programs and found our current mix of performance metrics to be balanced and supportive of our pay-for-performance philosophy, consistent with the solid support expressed by our stockholders. Accordingly we continued our general approach to executive compensation for 2017.2023. We believe our programs are effectively designed, are working well, and are aligned with the interests of our stockholders. The Compensation & OrganizationHuman Capital Committee will continue to seek and consider stockholder feedback in the future. Based on stockholder feedback, the Committee approved the addition of performance stock units and restricted stock units as long-term incentive vehicles beginning in 2023.
Accordingly, our Board of Directors recommends that our stockholders vote in favor of the following resolution:
RESOLVED, that the stockholders of Church & Dwight Co., Inc. approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related material disclosed in the proxy statement for the 20182024 Annual Meeting of Stockholders.
This is an advisory vote, which means that the stockholder vote is not binding on us. Nevertheless, the Compensation & OrganizationHuman Capital Committee values the opinions expressed by our stockholders, will continue to seek and consider stockholder feedback in the future, and will carefully consider the outcome of the vote when making future compensation decisions for our named executive officers.
Your Board of Directors unanimously recommends a vote FOR approval, on an advisory basis, of the compensation of our named executive officers.
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| PROPOSAL 3 | ||
PROPOSAL 3: AMEND AND RESTATE OUR CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE ANNUAL ELECTION OF DIRECTORS AND ELIMINATE OR UPDATE CERTAIN OUTDATED PROVISIONS
After careful consideration and upon the recommendation of the Board’s Governance & Nominating Committee, which is comprised entirely of independent directors, the Board has unanimously determined that it is advisable and in the best interests of the Company and its stockholders to amend and restate its Certificate of Incorporation to declassify the Board and provide for the annual election of all directors and eliminate or update certain outdated provisions, as described below.
ANNUAL ELECTION OF DIRECTORS
Article Fifth of the current Certificate of Incorporation provides that the Board shall be divided into three classes, each class consisting, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board, and members of each class are elected to serve for staggered three-year terms.
The Board has declared advisable and approved, and recommends for approval and adoption by the Company’s stockholders, the proposed Amended and Restated Certificate of Incorporation, in the form set forth in Appendix A to this proxy statement. If approved and adopted by Company stockholders and filed with the Secretary of State of the State of Delaware, the Amended and Restated Certificate of Incorporation would provide for the elimination of the classified structure of the Board and institute the annual election of all directors for one-year terms; provided, that directors who have been elected to three-year terms prior to the effective date of the Amended and Restated Certificate of Incorporation (including directors elected at this Annual Meeting) will complete their three-year terms. Directors whose terms expire in 2019 and 2020 would be elected at the annual meeting of stockholders held in such years for one-year terms. At the 2021 annual meeting, the entire Board would be elected for a one-year term expiring at the next annual meeting of stockholders. Directors elected by the Board to fill any vacancy on the Board would serve until the next election of the class, if any, for which such director is chosen and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation or removal.
In determining to recommend declassification as described above, the Board and the Governance & Nominating Committee carefully reviewed the various arguments regarding a classified board structure. The Board and the Governance & Nominating Committee recognize that a classified structure offers several advantages, such as promoting board continuity and stability and facilitating the Board’s ability to focus on the Company’s strategic planning and performance. The Board and the Governance & Nominating Committee, however, also recognize that investors favor annual elections and consider adoption of a declassified board structure as good corporate governance.
Upon consideration of such matters, and upon the recommendation of the Governance & Nominating Committee, the Board unanimously approved the proposed amendment and restatement of the Certificate of Incorporation to amend Article Fifth to provide for the annual election of our directors on the terms provided therein, and recommends its approval and adoption by stockholders.
To implement the proposal, the Company stockholders are asked to vote in favor of amending Article Fifth of the Certificate of Incorporation of Church & Dwight Co., Inc. and amending and restating our Certificate of Incorporation. The proposed amendment to Article Fifth of our Certificate of Incorporation requires an affirmative vote of two-thirds (2/3) of the outstanding shares entitled to vote thereon in order for such amendment to be effective. The proposed amendment to Article Fifth of the Certificate of Incorporation is included in the copy of the proposed Amended and Restated Certificate of Incorporation, attached as Appendix A to this proxy statement. If stockholders approve this Proposal 3, the proposed amendment to Article Fifth would become effective upon the Company’s filing of the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Company intends to make that filing shortly after approval and adoption of the Amended and Restated Certificate of Incorporation by stockholders at the Annual Meeting. However, even if the proposed Amended and Restated Certificate of Incorporation is adopted and approved by stockholders, the Board may, at its discretion, abandon the proposed Amended and Restated Certificate of Incorporation at any time before it becomes effective.
If stockholders do not approve the proposed Amended and Restated Certificate of Incorporation, the Board will remain classified.
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Delaware law provides that, unless otherwise addressed in a company’s certificate of incorporation, members of a board that is classified may be removed only for cause. The proposed revisions to Article Fifth of the proposed Amended and Restated Certificate of Incorporation would provide that each director elected to serve for a one-year term may be removed with or without cause.
ELIMINATION OR UPDATING OF CERTAIN OUTDATED PROVISIONS
The proposed Amended and Restated Certificate of Incorporation, if approved and adopted by the stockholders and filed with the Secretary of State of the State of Delaware, would also provide for the removal or updating of several outdated provisions as follows:
Eliminating references to the Company’s Junior Participating Cumulative Preferred Stock; and
Updating the references in Article Ninth of the Certificate of Incorporation regarding the necessary stockholder approval thresholds for certain actions set forth in the Certificate of Incorporation.
The provisions relating to the Junior Participating Cumulative Preferred Stock were adopted in connection with the Company’s former stockholder rights plan, which was adopted in May 1989 and expired in May 1999. Accordingly, the Board and the Governance & Nominating Committee have declared advisable, approved and recommended, and the Company is proposing, to amend and restate the Certificate of Incorporation to eliminate these provisions. The removal of these provisions will not result in any change to the rights of the Company’s stockholders.
Currently, Article Ninth of the Certificate of Incorporation provides that certain actions, including certain mergers or consolidations by the Company and certain sales, leases, exchanges or other dispositions of any substantial assets of the Company, must be approved by the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Company entitled to vote generally in elections of directors. Article Ninth of the Certificate of Incorporation further provides that if any action that would otherwise require such supermajority vote is approved by resolution adopted by not less than two-thirds of the directors then in office, then such action may be adopted, authorized or approved by a majority of the votes cast by the Company’s stockholders. Delaware law provides, however, that mergers or consolidations by the Company or sales, leases or exchanges of all or substantially all of a corporation’s assets must generally be approved by the affirmative vote of holders of a majority of the corporation’s outstanding stock entitled to vote thereon. Accordingly, the Board and the Governance & Nominating Committee have declared advisable, approved and recommended, and the Company is proposing, that Article Ninth be amended to clarify that if such actions are approved by not less than two-thirds of the directors then in office, such actions may be approved upon the affirmative vote of holders of a majority of the votes cast by the Company’s stockholders, subject to any additional approval of stockholders required under applicable law. This change will not have any effect on the rights of our stockholders.
REQUIRED VOTE
Approval of the proposed Amended and Restated Certificate of Incorporation to declassify the Board and provide for the annual election of all directors and eliminate or update certain outdated provisions requires an affirmative vote of two-thirds (2/3) of the Company’s outstanding shares of common stock entitled to vote thereon.
Your Board of Directors recommends a vote FOR approval of the amendment and restatement of our Certificate of Incorporation to provide for the annual election of directors and eliminate or update certain outdated provisions.
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PROPOSAL 4: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee selected Deloitte & Touche LLP to serve as our independent registered public accountant for 2018.2024. In accordance with past practice, this selection will be presented to our stockholders for ratification at the Annual Meeting; however, consistent with the requirements of the Sarbanes-Oxley Act of 2002, the Audit Committee has ultimate authority in respect of the selection of our auditors. The Audit Committee may reconsider its selection if the appointment is not ratified by our stockholders. Deloitte & Touche LLP has served as our independent registered accountant since 1969.1968.
A representative of Deloitte & Touche LLP will be in attendance at the Annual Meeting to respond to appropriate questions and will be afforded the opportunity to make a statement at the Annual Meeting, if he or she desires to do so.
Your Board of Directors unanimously recommends a vote FOR the ratification of the appointment of Deloitte & Touche LLP.
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| PROPOSAL 4 | ||
PROPOSAL 4: APPROVAL OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
General
Article SEVENTH of our Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) limits the monetary liability of our directors in certain circumstances pursuant to, and consistent with, Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”). Effective August 1, 2022, Section 102(b)(7) of the DGCL was amended to permit a corporation to include within its certificate of incorporation a provision eliminating or limiting (i.e., exculpating) monetary liability for certain senior corporate officers for a breach of the duty of care in certain circumstances. The proposed Certificate of Amendment (as defined below) would allow for the limitation of liability of certain officers only in connection with direct claims brought by stockholders, including class actions, but would not eliminate officers’ monetary liability for breach of fiduciary duty claims brought by the Company itself or for derivative claims brought by stockholders in the name of the Company. As is currently the case with directors under our Certificate of Incorporation, the Certificate of Amendment would not limit the liability of officers for any breach of the duty of loyalty to the Company or its stockholders, any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law and any transaction from which the officer derived an improper personal benefit. In addition, only certain officers may be exculpated from liability: (i) the Company’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer; (ii) an individual identified in our public filings as one of our most highly compensated officers; and (iii) an individual who, by written agreement with the Company, has consented to be identified as an officer for purposes of accepting service of process. The proposed amendment would eliminate the liability of these statutorily defined officers as described above, but will not be retroactive, and will not apply to any act or omission occurring prior to the effectiveness of the amendment.
The Board unanimously approved and declared advisable such an amendment to our Certificate of Incorporation and recommends that our stockholders approve such amendment. Upon approval of this proposal, the Company will file a Certificate of Amendment to our Certificate of Incorporation (the “Certificate of Amendment”) in the form attached hereto as Appendix A.
The Board believes that amending our Certificate of Incorporation to add the authorized liability protection for certain officers, and to make certain clarifying changes, consistent with the protection in our Certificate of Incorporation currently afforded our directors and the revisions to the DGCL, is necessary in order to continue to attract and retain experienced and qualified officers. The nature of the role of officers often requires them to make decisions on crucial matters often in time-sensitive situations, which can create risk of investigations, claims or proceedings seeking to impose liability based on hindsight, especially in the current litigious environment and regardless of merit. Exculpation could also reduce legal costs for the Company by discouraging lawsuits over matters covered by exculpation. This protection has long been afforded to directors, and, taking into account the narrow class and type of claims for which officers would be exculpated in accordance with the DGCL, the Board of Directors believes that extending similar exculpation to its officers is fair and in the best interests of the Company and its stockholders.
Required Vote and Board Recommendation
Approval of this Proposal 4 will require the affirmative vote of the holders of a majority of our outstanding shares of common stock entitled to vote at the Annual Meeting. If the Company’s stockholders approve this Proposal 4, we intend to promptly file with the Secretary of State of the State of Delaware an amendment to the Certificate of Incorporation reflecting the changes described above. The Board reserves the right to abandon the Certificate of Amendment at any time before it becomes effective, in the event it is approved by stockholders. If our stockholders do not approve the Certificate of Amendment, our Certificate of Incorporation will remain unchanged and the Certificate of Amendment will not be filed with the Secretary of State of the State of Delaware.
Your Board of Directors unanimously recommends that the stockholders vote “FOR” Proposal 4.
| Church & Dwight Co. | 2024 Proxy Statement
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| HOUSEHOLDING OF PROXY MATERIALS | ||
HOUSEHOLDING OF PROXY MATERIALS
The SEC has adopted rules that permit companies and intermediaries to satisfy delivery requirements for notices of Internet availability of proxy materials and, if applicable, proxy statements and annual reports to stockholders, with respect to two or more stockholders sharing the same address by delivering a single copy of the material addressed to those stockholders. This process, commonly referred to as “householding,” is designed to reduce duplicate printing and postage costs. We and some brokers may household notices of Internet availability of proxy materials and, if applicable, annual reports to stockholders and proxy materials, by delivering a single copy of the material to multiple stockholders sharing the same address unless contrary instructions have been received from the affected stockholders.
If a stockholder wishes in the future to receive a separate notice of Internet availability of proxy materials or, if applicable, the annual report to stockholders and proxy statement, or if a stockholder received multiple copies of some or all of these materials and would prefer to receive a single copy in the future, the stockholder should submit a request by telephone or in writing to the stockholder’s broker if the shares are held in a brokerage account or, if the shares are registered in the name of the stockholder, to our transfer agent, Computershare Investor Services LLC, 250 Royall Street, Canton, MA 02021, telephone: (866) 299-4219. We promptly will send additional copies of the relevant material following receipt of a request for additional copies.
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| OTHER BUSINESS |
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) of the Securities Exchange Act of 1934, our directors and executive officers, and persons holding more than 10 percent of our common stock, are required to file with the SEC initial reports of their ownership of our common stock and reports of changes in such ownership. To our knowledge, based on information furnished to us, all of these filing requirements were timely satisfied for 2017, except (i) the Form 4 for Mr. Conish filed on January 9, 2017 to report the January 3, 2017 disposition of notional shares acquired under the EDCP, (ii) the Form 4 for Mr. Craigie filed on February 24, 2017 to report the January 3, 2017 disposition of notional shares acquired under the EDCP, and (iii) the Form 4 for Ms. Bomhard filed on August 11, 2017 with respect to one transaction relating to approximately 392 notional shares.
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We are not aware of any matters, other than as indicated above, that will be presented for action at the Annual Meeting. However, if any other matters properly come before the Annual Meeting, the persons named in the enclosed form of proxy intend to vote such proxy in their discretion on such matters.
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| STOCKHOLDER PROPOSALS | ||
STOCKHOLDER PROPOSALS AND NOMINATION OF DIRECTOR CANDIDATES
Any proposals submitted by stockholders for inclusion in our proxy statement and proxy for the 20192025 Annual Meeting of Stockholders pursuant to SEC Rule 14a-8 must be received at our principal executive offices (to the attention of the Secretary) no later than November 2322, 2018 2024 and must comply in all other respects with applicable rules and regulations of the SEC relating to such inclusion.
Any stockholder who wishes to propose any business to be considered by the stockholders at the 20192025 Annual Meeting of Stockholders, other than a proposal for inclusion in the proxy statement pursuant to SEC regulations, or who wants to nominate a person for election to our Board of Directors at that meeting, must provide a written notice that sets forth the specified information described in our Certificate of Incorporation concerning the proposed business or nominee. The notice must be delivered to the Secretary at our principal executive offices, at the address set forth on the first page of this proxy statement, no more than 120 days and no less than 90 days prior to the first anniversary of the previous year’s annual meeting, or not later than November 23, 2018.February 1, 2025 and no earlier than January 2, 2025 for proposed business or nominees to be brought at the 2025 Annual Meeting of Stockholders. A copy of our Certificate of Incorporation can be obtained upon request directed to the Office of the Secretary at the address set forth on the first page of this proxy statement.
In addition, stockholders must provide notice that provides the information required by Rule 14a-19 under the Exchange Act, which notice must be postmarked or transmitted electronically to the Company at the Company’s principal executive offices no later than 60 calendar days prior to the one-year anniversary date of the Annual Meeting (for the 2025 Annual Meeting, no later than March 3, 2025). If the date of the 2025 Annual Meeting is changed by more than 30 calendar days from such anniversary date, however, then the stockholder must provide notice by the later of 60 calendar days prior to the date of the 2025 Annual Meeting and the 10th calendar day following the date on which public announcement of the date of the 2025 Annual Meeting is first made.
The Board has adopted proxy access, which allows a stockholder or group of up to 20 stockholders who have owned at least 3% of the Company’s Common Stock for at least three years to submit director nominees (up to the greater of two individuals or 20% of the Board) for inclusion in the Company’s proxy materials if the stockholder or group provides timely written notice of such nomination and the stockholder or group, and the nominee(s) satisfy the requirements specified in the Company’s Bylaws. To be timely for inclusion in the Company’s proxy materials, notice must be received by the Corporate Secretary at the principal executive offices of the Company no earlier than the close of business on October 23, 2024, and no later than the close of business on November 22, 2024. The notice must contain the information required by the Company’s Bylaws, and the stockholder or group and its nominee(s) must comply with the information and other requirements in our Bylaws relating to the inclusion of stockholder nominees in the Company’s proxy materials.
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ANNUAL REPORT AND FORM 10-K | |||
Our Annual Report to Stockholders for 2017,2023, including financial statements, is being furnished, simultaneously with this proxy statement, to all stockholders of record as of the close of business on March 6, 2018,2024, the record date for voting at the Annual Meeting. A copy of our Annual Report and Form 10-K for the year ended December 31, 2017,2023, including the financial statements, but excluding the financial statement schedules and most exhibits, will be provided without charge to stockholders upon written request to Church & Dwight Co., Inc., Princeton South Corporate Park, 500 Charles Ewing Boulevard, Ewing, New Jersey 08628 Attention: Secretary. The Form 10-K provided to stockholders will include a list of exhibits to the Form 10-K. Copies of exhibits will be furnished to stockholders upon written request and upon payment of reproduction and mailing expenses.
By Order of the Board of Directors,
PATRICK D. DE MAYNADIER
Corporate Secretary
Ewing, New Jersey
March 23, 201822, 2024
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APPENDIX A
AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CHURCH & DWIGHT CO., INC.
FIRST: The name of the corporation is:
CHURCH & DWIGHT CO., INC.
SECOND: The address of its registered office in the State of DelawareAmendment if Proposal 4 is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or promoted is as follows:
(a) To manufacture, buy, sell, import, export, deal in and use chemicals, grocery products, food products, drugs, cleaners, detergents, water softeners, disinfectants, and consumer or industrial products of every nature and description; and
(b) To conduct any lawful business; to exercise any lawful purpose or power; and to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.
The foregoing clause of this Article THIRD shall be construed as purposes, objects and powers. The enumeration of specified purposes, objects and powers shall not be construed to exclude, limit or restrict in any manner, any power, right or privilege given to the Corporation by law, or to limit or restrict the meaning of the general terms or the general powers of the Corporation, nor shall the expression of one thing be deemed to exclude another, although it be of like nature, not expressed, it being the intent of this Article THIRD that this Corporation shall have and may exercise all the powers now or which hereafter may be conferredapproved by the laws ofStockholders at the State of Delaware upon corporations formed underAnnual Meeting
If the General Corporation Law.
Nothing herein contained shall be construed as givingstockholders approve Proposal 4 at the Corporation any rights, powers or privileges not permitted to it by law, but the occurrence within any of the foregoing clauses of any purpose, power or object prohibited by the laws of the State of Delaware or any other state, or of any territory, dependency or foreign country, in which the Corporation may carry on business, shall not invalidate any other purpose, power or object not so prohibited, by reason of its contiguity or apparent association therewith.
FOURTH: (a) The total number of shares of capital stock which the Corporation shall have authority to issue is 602,500,000 shares of two classes. 600,000,000 shares shall be Common Stock at $1.00 par value per share, and 2,500,000 shares shall be Preferred Stock, at $1.00 par value per share.
(b) A holder of Common Stock shall, be entitled to one (1) vote on each matter submitted to a vote at a meeting of stockholders for each share of Common Stock held of record by such holder as of the record date for such meeting.
(c) The class of Preferred Stock may be divided into and issued in one or more series as follows:
Shares of Preferred Stock may be issued from time to time in one or more series, the shares of each series to have such voting powers, fully or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as shall be stated and expressed herein and in a resolution or resolutions providing for the issue of such series adopted by a two-thirds vote of the entire Board of Directors of the Corporation.
The Board of Directors of the Corporation is hereby expressly authorized, by a two-thirds vote of the entire Board, subject to the limitations provided by law, to establish and designate series of the Preferred Stock, to fix the number of shares constituting each series, and to fix the designations and the relative powers, rights and preferences, and the qualifications, limitations, or restrictions thereof, of the shares of each series and the variations in the relative powers, rights, preferences and limitations as between series, and to increase and to decrease the number of shares constituting each series.
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The authority ofAnnual Meeting, the Board of Directors currently intends to amend paragraph (a) of Article SEVENTH of the Corporation with respect to each series shall include, but shall not be limited to, the authority to determine the following:
(1) The designation of such series;
(2) The number of shares initially constituting such series;
(3) The increase, and the decrease to a number not less than the number of the outstanding shares of such series, of the number of shares constituting such series theretofore fixed;
(4) The rate or rates and the times and conditions under which dividends on the shares of such series shall be paid, and (x) if such dividends are payable in preference to, or in relation to, the dividends payable on any other class or classes of stock, the terms and conditions of such payment, and (y) if such dividends shall be cumulative, the date or dates from and after which they shall accumulate;
(5) Whether or not the shares or such series shall be redeemable, and, if such shares shall be redeemable, the designations, preferences, and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof, and the terms and conditions of such redemption, including, but not limited to, the date or dates upon or after which such shares shall be redeemable and the amount period share which shall be payable upon such redemption, which amount may vary under different conditions and at different redemption dates;
(6) The amount payable on the shares in the event of the dissolution of, or upon any distribution of the assets of, the Corporation;
(7) Whether or not the shares of such series may be convertible into, or exchangeable for, shares of any other class or series and the price or prices and the rates of exchange and the terms of any adjustments to be made in connection with such conversion or exchange;
(8) Whether or not the shares of such series shall have voting rights, in addition to the voting rights provided by law, and, if such shares shall have such voting rights, the terms and conditions thereof, including, but not limited to, the right of the holders of such shares to vote as a separate class either alone or with the holders of shares of one or more other series of Preferred Stock and the right to have more (or less) than one vote per share;
(9) Whether or not a purchase fund shall be provided for the shares of such series, and if such a purchase fund shall be provided, the terms and conditions thereof;
(10) Whether or not a sinking fund shall be provided for the redemption of the shares of such series, and if such a sinking fund shall be provided, the terms and conditions thereof; and
(11) Any other powers, preferences and relative, participating, optional or other special rights and the qualifications, limitations or restrictions thereof, which shall not be inconsistent with the provisions of this Article FOURTH or the limitations provided by law.
(d) No stockholder shall have any preemptive right to subscribe to any shares of stock of the Corporation of any class or series thereof, now or hereafter authorized, or any security convertible into such stock.
(e) Every reference in thisCompany’s Certificate of Incorporation as follows (with new language added in bold):
To the fullest extent permitted by the Delaware General Corporation Law as the same exists or in the By-Laws tomay hereafter be amended, a majority director or other proportion of stock shall refer to such majority or other proportion of the votes of such stock.
FIFTH: (a) The number of directorsofficer of the Corporation shall not be less than three nor more than fifteen, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. Such exact number shall be 10 until otherwise determined by resolution adopted by affirmative vote of a majority of the entire Board of Directors. As used in this Certificate of Incorporation, the term “entire Board” means the total number of directors which the Corporation would have if there were no vacancies.
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(b) Subject to the rights of the holders of any series of Preferred Stock or any other class of capital stock of the Corporation (other than the Common Stock) then outstanding, the Board of Directors shall be divided into three classes, with the term of office of one class expiring each year. For so long as there are three classes of directors, each class shall consist as nearly equal in number (as determined by the Board of Directors) as the then total number of directors constituting the entire Board permits. Notwithstanding the foregoing, subject to the rights of the holders of any series of Preferred Stock or any other class of capital stock of the Corporation (other than the Common Stock) then outstanding, commencing with the 2019 annual meeting of stockholders, the directors shall be divided into two classes, with the successors of the directors whose terms expire at that meeting being elected for a one-year term expiring at the 2020 annual meeting of stockholders; commencing with the 2020 annual meeting of stockholders, there shall be a single class of directors, with the successors of the directors whose terms expire at that meeting being elected for a one-year term expiring at the 2021 annual meeting of stockholders; and commencing at the 2021 annual meeting of stockholders and at each annual meeting of stockholders thereafter, all directors shall be elected for one-year terms expiring at the next annual meeting of stockholders. For the avoidance of doubt, the directors elected at the 2018 annual meeting of stockholders will serve for a term expiring at the 2021 annual meeting of stockholders; the directors who were elected at the 2017 annual meeting of stockholders will serve for a term expiring at the 2020 annual meeting; and, the directors who were elected at the 2016 annual meeting of stockholders will serve for a term expiring at the 2019 annual meeting.
(c) Subject to the rights of the holders of any series of Preferred Stock or any other class of capital stock of the Corporation (other than the Common Stock) then outstanding, any director, or the entire Board of Directors, may be removed from office at any time prior to the expiration of his, her or their term of office, with or without cause, by the affirmative vote of at least a majority of the voting power of the outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of directors, voting together as a single class; provided, however, if a director’s term was scheduled at the time of its commencement to extend beyond the next succeeding annual meeting of stockholders of the Corporation, such director may be removed only for cause and only by the affirmative vote of the holders of record of at least a majority of the voting power of the outstanding shares of capital stock of the Corporation then entitled to vote generally in the election of Directors, voting together as a single class. If any director shall be removed by the stockholders pursuant to this paragraph, the stockholders of the Corporation may, at the meeting at which such removal is effected, fill the resulting vacancy by the affirmative vote of the holders of at least two-thirds of the outstanding shares of capital stock of the Corporation entitled to vote for the election of directors. If the vacancy is not filled by the stockholders, the vacancy may be filled by the affirmative vote of two-thirds of the directors then in office, although less than a quorum. Any newly created directorships resulting from any increase in the number of directors may be filled by the affirmative vote of two-thirds of the directors then in office, although less than a quorum. Any directors chosen pursuant to the provisions of this paragraph shall hold office until the next election of the class, if any, for which such director shall have been chosen and until their successors shall be elected and qualified.
(d) Notwithstanding any of the foregoing provisions of this Article FIFTH, each director shall hold office until his successor shall have been duly elected and qualified, unless he shall resign, become disqualified, or be removed in accordance with this Article.
SIXTH: In furtherance, and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:
(a) To make, alter or repeal the By-Laws of the Corporation;
(b) To set apart out of the funds of the Corporation available for dividends a reserve or reserves for any proper purpose and to abolish such reserve.
SEVENTH: (a) A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer., except for liability (1) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law (3) under Section 174 of the Delaware General Corporation Law, or (4) for any transaction from which the director derived an improper personal benefit.
(b)(1) RightAny amendment or repeal of, Indemnification. Each person who was or is made a partyadoption of any provision inconsistent with, this Article SEVENTH shall not adversely affect any right or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reasonprotection of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director officer, employee or agentofficer of the Corporation or is or was serving at the request of the Corporation as a director,
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officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service within respect to employee benefit plans, whether the basis of such proceeding is alleged action or inaction in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefitbreach of his or her heirs, executors and administrators; provided, however, that, except as provided in this paragraph (b), the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this paragraph (b) shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition as authorized by the Board of Directors; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director, officer, employee or agent of the Company in his or her capacity as such in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director, officer, employee or agent of the Company, to repay all amounts so advanced if it shall ultimately be determined that such director, officer, employee or agent of the Company is not entitled to be indemnified under this Section or otherwise.
(2) Right of Claimant to Bring Suit. If a claim under subparagraph (b)(1) is not paid in full by the Corporation within 30 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successfulfiduciary duty occurring in whole or in part the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standard of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because heamendment or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.
(3) Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this paragraph (b) shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-Law, agreement, vote of stockholders or disinterested directors or otherwise.
(4) Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.
EIGHTH: (a) The Corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.
(b) Notwithstanding any other provisions of this Certificate of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that some lesser percentage may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation), the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors shall be required to amend, alter, change or repeal Article FIFTH, EIGHTH and NINTH of this Certificate of Incorporation.repeal.
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(c) No action by the stockholders of the Corporation may be taken otherwise than at the annual or special meeting of stockholders.
NINTH: (a) Except as otherwise provided in paragraph (b) of this Article NINTH, the affirmative vote of the holders of two-thirds or more of the outstanding shares of capital stock of the Corporation entitled to vote generally in elections of directors shall be required at a meeting of stockholders (held in accordance with the provisions of this Certificate of Incorporation and the By-Laws of the Corporation) to adopt, authorize, or approve any of the following actions:
(1) A merger or consolidation by the Corporation with any corporation, other than a merger or consolidation with a wholly-owned, direct or indirect subsidiary of the Corporation in a transaction which this Corporation is the surviving corporation and in which all stockholders of this Corporation retain the same proportional voting and equity interests in the Corporation which they had prior to the consummation of the transaction; and
(2) Any sale, lease, exchange or other disposition, other than in the ordinary course of business (in a single transaction or in a related series of transactions) to any other corporation, person or other entity of any substantial assets of the Corporation, or the voting of any shares of any direct or indirect subsidiary, by proxy, written consent or otherwise, to permit such sale, lease, or other disposition by any direct or indirect subsidiary of the Corporation. For purposes of this Article NINTH, “substantial assets” shall mean assets in excess of twenty-five percent (25%) of the value of the gross assets of the Corporation on a consolidated basis, at the time of the transaction to which this definition relates, as determined by the Board of Directors.
(b) If any action referred to above in paragraph (a) has first been approved by resolution adopted by not less than two-thirds of the directors then in office, subject to any additional approval of stockholders required under applicable law, such action may be adopted, authorized, or approved by a majority of the votes cast by holders of shares of the Corporation entitled to vote thereon.
TENTH: (a) Special meetings of stockholders may be called by a majority of the directors then in office or by the Chief Executive Officer at any time for any purpose or purposes.
(b) To be properly brought before an annual meeting of stockholders, nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders at an annual meeting of stockholders must be either (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (ii) otherwise properly brought before the annual meeting by or at the direction of the President, the Chairman of the Board of Directors or by vote of a majority of the full Board or Directors, or (iii) otherwise brought before the annual meeting by any stockholder of the Corporation who is a stockholder of record on the date of the giving of the notice, who is entitled to vote at the meeting and who complied with the notice procedures set forth in this Article TENTH.
(c) For nominations or other business to be properly brought before an annual meeting by a stockholder under this Article TENTH, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such business must be a proper subject for stockholder action under the Delaware General Corporation Law. To be timely, a stockholder’s notice must be delivered to the Secretary at the principal executive offices of the Corporation not less than 120 days (unless such day is not a business day, in which case the immediately preceding business day) prior to the first anniversary of the date of the Corporation’s proxy statement released to stockholders in connection with the previous year’s annual meeting; provided, however, that if the date of the annual meeting is advanced by more than 40 days or delayed by more than 40 days from such anniversary date, then notice by the stockholder to be timely must be delivered not later than the close of business on the later of the 120th day prior to the annual meeting or the 10th day following the day on which the date of the meeting is publicly announced. In no event shall the public announcement of a postponement or adjournment of an annual meeting commence a new time period for the giving of a stockholder’s notice as described above. Such stockholder’s notice must set forth (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); (ii) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (iii) as to the stockholder giving
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the notice and the beneficial owners, if any, on whose behalf the nomination or proposal is made (A) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (B) the number of shares of the Corporation which are owned (beneficially or of record) by such stockholder and such beneficial owner, (C) a description of all arrangements or understandings between such stockholder and such beneficial owner and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder and of such beneficial owner in such business, and (D) a representation that such stockholder or its agent or designee intends to appear in person or by proxy at the annual meeting to bring such business before the meeting.
Notwithstanding anything in this Article TENTH to the contrary, if the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no public announcement specifying the size of the increased Board of Directors made by the Corporation at least 120 days prior to the first anniversary of the preceding year’s annual meeting, then a stockholder’s notice required by this Article TENTH will also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.
(d) Only such business may be conducted at a special meeting of stockholders as has been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who is a stockholder of record at the time of giving the notice required by this Article TENTH, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Article TENTH. Nominations by stockholders of persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder’s notice required by this Article TENTH is delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the later of the 120th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.
(e) Only those persons who are nominated in accordance with the procedures set forth in this Article TENTH will be eligible for election as directors at any meeting of stockholders. Only business brought before the meeting in accordance with the procedures set forth in this Article TENTH may be conducted at a meeting of stockholders. The Chairman of the meeting has the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Article TENTH and, if any proposed nomination or business is not in compliance with this Article TENTH, to declare that such defective proposal shall be disregarded.
(f) For purposes of this Article TENTH, “public announcement” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to the Exchange Act.
(g) Notwithstanding the foregoing provisions of this Article TENTH, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Article TENTH. Nothing in this Article TENTH shall be deemed to remove any obligation of stockholders to comply with the requirements of Rule 14a-8 under the Exchange Act with respect to proposals requested to be included in the Corporation’s proxy statement pursuant to said Rule 14a-8.
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Church & Dwight Co., Inc. Princeton South Corporate Park 500 Charles Ewing Boulevard Ewing, New Jersey 08628 |  |
CHURCH & DWIGHT CO., INC. PRINCETON SOUTH CORPORATE PARK 500 CHARLES EWING BOULEVARD EWING, NJ 08628 |  | SCAN TO VIEW MATERIALS & VOTE |
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VOTE BY INTERNET | ||||||||
| Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above | ||||||||
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. | ||||||||
During The Meeting - Go to www.virtualshareholdermeeting.com/CHD2024 | ||||||||
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VOTE BY PHONE - 1-800-690-6903 | ||||||||
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | DETACH AND RETURN THIS PORTION ONLY
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CHURCH & DWIGHT CO., INC. | ||||||||||||||||||||||
The Board of Directors recommends that you vote FOR the following nominees: | ||||||||||||||||||||||
| 1. | Election of ten nominees to serve as directors for a term of one year; | For | Against | Abstain | ||||||||||||||||||
| Nominees: | ||||||||||||||||||||||
| 1a. | Bradlen S. Cashaw | ☐ | ☐ | ☐ | ||||||||||||||||||
| 1b. | Matthew T. Farrell | ☐ | ☐ | ☐ | The Board of Directors recommends that you vote FOR the following proposals: | For | Against | Abstain | ||||||||||||||
| 1c. | Bradley C. Irwin | ☐ | ☐ | ☐ | 3. | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2024; | ☐ | ☐ | ☐ | |||||||||||||
| 1d. | Penry W. Price | ☐ | ☐ | ☐ | 4. | Approval of the amendment of the Church & Dwight Co., Inc. Amended and Restated Certificate of Incorporation; | ☐ | ☐ | ☐ | |||||||||||||
| 1e. | Susan G. Saideman | ☐ | ☐ | ☐ | To act on such other business as may properly be brought before the meeting and any adjournments or postponements thereof. | |||||||||||||||||
| 1f. | Ravichandra K. Saligram | ☐ | ☐ | ☐ | IF NO INSTRUCTIONS ARE GIVEN, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED IN PROPOSAL 1 AND FOR PROPOSALS 2, 3 AND 4. THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY TO VOTE WITH RESPECT TO ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. | |||||||||||||||||
1g. | Robert K. Shearer | ☐ | ☐ | ☐ | ||||||||||||||||||
1h. | Janet S. Vergis | ☐ | ☐ | ☐ | ||||||||||||||||||
1i. | Arthur B. Winkleblack | ☐ | ☐ | ☐ | ||||||||||||||||||
1j. | Laurie J. Yoler | ☐ | ☐ | ☐ | ||||||||||||||||||
The Board of Directors recommends that you vote FOR the following proposal: | For | Against | Abstain | |||||||||||||||||||
| 2. | An advisory vote to approve compensation of our named executive officers; | ☐ | ☐ | ☐ | ||||||||||||||||||
Please sign exactly as your name(s) appear(s) hereon. All holders, including joint owners, must sign below. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. If the holder is a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | ||||||||||||||||||||||
| Signature [PLEASE SIGN WITHIN BOX] | Date | Signature (Joint Owners) | Date | |||||||||||||||
VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. CHURCH & DWIGHT CO., INC. PRINCETON SOUTH CORPORATE PARK 500 CHARLES EWING BOULEVARD EWING, NJ 08628 E37293-P02446 CHURCH & DWIGHT CO., INC. The Board of Directors recommends that you vote FOR the following nominees: 1. Election of Directors For Against Abstain For Against Abstain Nominees: 3. Proposal to amend and restate our Amended and Restated Certificate of Incorporation to provide for the annual election of all directors and eliminate or update certain outdated provisions. 1a. Matthew T. Farrell 1b. Ravichandra K. Saligram 1c. Robert K. Shearer 4. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2018. 1d. Laurie J. Yoler The Board of Directors recommends that you vote FOR the following proposals: To act on such other business as may properly be brought before the meeting and any adjournments or postponements thereof. 2. Advisory vote to approve compensation of our named executive officers. For address changes and/or comments, please check this box and write them on the reverse side where indicated. Please indicate if you plan to attend this meeting. Yes No IF NO INSTRUCTIONS ARE GIVEN, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE NOMINEES NAMED IN PROPOSAL 1 AND FOR PROPOSALS 2, 3 AND 4. THIS PROXY ALSO DELEGATES DISCRETIONARY AUTHORITY TO VOTE WITH RESPECT TO ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF. Please sign exactly as your name(s) appear(s) hereon. All holders, including joint owners, must sign below. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. If the holder is a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held
on May 3, 2018: 2, 2024:
The Notice of Annual Meeting, Proxy Statement and 20172023 Annual Report to Stockholders
are available at www.proxyvote.com. E37294-P02446 CHURCH & DWIGHT CO., INC. Annual Meeting of Stockholders - May 3, 2018 This proxy is solicited by the Board of Directors The undersigned hereby appoints JAMES R. CRAIGIE, PATRICK D. DE MAYNADIER and ROBERT D. LEBLANC, and each of them, proxies, each with full power of substitution, to vote all shares of stock which the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders of Church & Dwight Co., Inc. to be held on Thursday, May 3, 2018 at Church & Dwight Co., Inc., Princeton South Corporate Park, 500 Charles Ewing Boulevard, Ewing, NJ 08628 at 12:00 p.m., EDT, and at all adjournments or postponements thereof, subject to the directions indicated on the reverse side of this proxy card. If you are a participant in the Church & Dwight Co., Inc. Retirement Investment Fund Plans (the "401(k) Plans"), this proxy covers all shares for which the undersigned has the right to give voting instructions to Vanguard Fiduciary Trust Company, the trustee of the 401(k) Plans. This proxy, when properly executed, will be voted as directed by the undersigned on the reverse side. Shares in the 401(k) Plans for which voting instructions are not received by 11:59 p.m. Eastern Time on April 30, 2018, or for which no voting instructions are specified, will be voted by the trustee in the same proportion as the shares for which voting instructions are received from other participants in the applicable 401(k) Plan. Address Changes/Comments: (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) Continued and to be signed on reverse side
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V34228-P06136
| CHURCH & DWIGHT CO., INC. |
| Annual Meeting of Stockholders - May 2, 2024 |
| This proxy is solicited by the Board of Directors |
The undersigned hereby appoints MATTHEW T. FARRELL, PATRICK D. DE MAYNADIER and RAVICHANDRA K. SALIGRAM, and each of them, proxies, each with full power of substitution, to vote all shares of stock which the undersigned would be entitled to vote if personally present at the Annual Meeting of Stockholders of Church & Dwight Co., Inc. to be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/CHD2024 on Thursday, May 2, 2024 at 12:00 p.m., EDT, and at all adjournments or postponements thereof, subject to the directions indicated on the reverse side of this proxy card. |
If you are a participant in the Church & Dwight Co., Inc. Retirement Investment Fund Plans (the “401(k) Plans”), this proxy covers all shares for which the undersigned has the right to give voting instructions to Vanguard Fiduciary Trust Company, the trustee of the 401(k) Plans. This proxy, when properly executed, will be voted as directed by the undersigned on the reverse side. Shares in the 401(k) Plans for which voting instructions are not received by 10:00 a.m. Eastern Time on April 29, 2024, or for which no voting instructions are specified, will be voted by the trustee in the same proportion as the shares for which voting instructions are received from other participants in the applicable 401(k) Plan. |
| Continued and to be signed on reverse side |