Cover
Cover | 12 Months Ended |
Jun. 30, 2023 | |
Cover [Abstract] | |
Document Type | DEFR14A |
Entity Registrant Name | THE CLOROX COMPANY |
Entity Central Index Key | 0000021076 |
Amendment Flag | true |
Amendment Description | The Clorox Company is filing this Amendment No. 1 to its definitive proxy statement on Schedule 14A (the “Proxy Statement”), originally filed with the Securities and Exchange Commission (the “SEC”) on October 5, 2023 (the “Original Filing”), solely for the purpose of including the cover page required under 17 CFR § 240.14a-101 inadvertently omitted from the Original Filing. Except as described above, no changes have been made to the Original Filing, and this Proxy Statement does not modify, amend or update any of the other information contained in the Original Filing. The information contained in this Proxy Statement is as of the date of the Original Filing and does not reflect any information or events occurring after the date of the Original Filing |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 2 Months Ended | 10 Months Ended | 12 Months Ended | ||
Sep. 14, 2020 | Jun. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Pay vs Performance Disclosure [Table] | |||||
Pay vs Performance [Table Text Block] | Pay Versus Performance Table – Fiscal Year 2023 Year (1,2) Summary Compensation (3) Summary Compensation (3) Average Average (3) Value of Initial Fixed $100 Total (4) Peer (5) Net Economic (6) FY23 11,649,650 19,409,637 — — 4,049,242 5,532,135 78.61 125.81 161 397 FY22 8,534,808 7,087,568 — — 3,199,457 2,503,718 67.49 118.44 471 282 FY21 7,899,309 4,551,818 3,366,210 -1,467,203 3,354,685 1,964,538 83.75 112.34 719 672 | ||||
Company Selected Measure Name | Economic Profit | ||||
Named Executive Officers, Footnote [Text Block] | Ms. Rendle was PEO for the entirety of fiscal years 2023 and 2022. Ms. Rendle Mr. Dorer | ||||
Peer Group Issuers, Footnote [Text Block] | The peer group represents a composite index composed of the Standard & Poor’s Household Products Index and the Standard & Poor’s Housewares & Specialties Index, which is used by Clorox for purposes of compliance with Item 201(e) of Regulation S-K. Peer group TSR is calculated in accordance with Item 201(e) of Regulation S-K, as modified by the PVP rules. | ||||
Adjustment To PEO Compensation, Footnote [Text Block] | SCT Total Value of Value of Value of (1) Fair Value Fair Value Change in (2) Change in (2) Value of (3) CAP PEO (Rendle) FY23 11,649,650 -1,293 -6,999,700 — 13,043,389 — 1,264,886 -39,637 492,341 19,409,637 FY22 8,534,808 -1,098 -6,149,804 -6,321 6,410,785 — -1,526,595 -395,494 221,287 7,087,568 FY21 7,899,309 -833 -4,999,933 — 3,447,150 — -1,746,565 -176,841 129,531 4,551,818 PEO (Dorer) FY21 3,366,210 — -499,943 — 423,508 -2,444,751 141,924 -5,150,182 251,279 -1,467,203 Average of Non-PEO NEOs FY23 4,049,242 -2,230 -1,949,830 — 2,934,644 — 365,472 -3,378 138,215 5,532,135 FY22 3,199,457 -461 -2,024,840 -11,336 2,117,397 — -600,710 -235,939 60,151 2,503,718 FY21 3,354,685 -2,417 -1,875,338 — 1,358,936 — -889,755 -42,468 60,895 1,964,538 (1) Over the last three fiscal (2) The change in fair values for unvested stock and option awards were calculated on each of the required measurement dates using assumptions based on criteria consistent with those used for grant date fair value calculations and in accordance with the methodology used for financial reporting purposes. The fair values of RSUs were determined based on the closing price of Clorox common stock on the measurement dates. Prior to the final measurement date, the fair values of unvested PSUs were determined based on the probable outcome of performance-based vesting conditions and the closing price of Clorox common stock on each measurement date. On the final measurement date, the fair value of PSUs was determined based on the approved payout factor and the closing price of Clorox common stock on that date. The fair values of stock options were determined using a Black-Scholes option pricing model with corresponding assumptions (risk-free interest rate, dividend yield, expected volatility factor, and expected option life) as of the measurement dates. (3) These amounts represent the dollar value of any dividends or other earnings accrued or paid on stock awards during the applicable fiscal year, or prior to the vesting date for awards vested during the fiscal year, not otherwise reflected in the fair value of such awards or included in any other component of total compensation for the applicable fiscal year. | ||||
Non-PEO NEO Average Total Compensation Amount | $ 4,049,242 | $ 3,199,457 | $ 3,354,685 | ||
Non-PEO NEO Average Compensation Actually Paid Amount | $ 5,532,135 | 2,503,718 | 1,964,538 | ||
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | SCT Total Value of Value of Value of (1) Fair Value Fair Value Change in (2) Change in (2) Value of (3) CAP PEO (Rendle) FY23 11,649,650 -1,293 -6,999,700 — 13,043,389 — 1,264,886 -39,637 492,341 19,409,637 FY22 8,534,808 -1,098 -6,149,804 -6,321 6,410,785 — -1,526,595 -395,494 221,287 7,087,568 FY21 7,899,309 -833 -4,999,933 — 3,447,150 — -1,746,565 -176,841 129,531 4,551,818 PEO (Dorer) FY21 3,366,210 — -499,943 — 423,508 -2,444,751 141,924 -5,150,182 251,279 -1,467,203 Average of Non-PEO NEOs FY23 4,049,242 -2,230 -1,949,830 — 2,934,644 — 365,472 -3,378 138,215 5,532,135 FY22 3,199,457 -461 -2,024,840 -11,336 2,117,397 — -600,710 -235,939 60,151 2,503,718 FY21 3,354,685 -2,417 -1,875,338 — 1,358,936 — -889,755 -42,468 60,895 1,964,538 (1) Over the last three fiscal (2) The change in fair values for unvested stock and option awards were calculated on each of the required measurement dates using assumptions based on criteria consistent with those used for grant date fair value calculations and in accordance with the methodology used for financial reporting purposes. The fair values of RSUs were determined based on the closing price of Clorox common stock on the measurement dates. Prior to the final measurement date, the fair values of unvested PSUs were determined based on the probable outcome of performance-based vesting conditions and the closing price of Clorox common stock on each measurement date. On the final measurement date, the fair value of PSUs was determined based on the approved payout factor and the closing price of Clorox common stock on that date. The fair values of stock options were determined using a Black-Scholes option pricing model with corresponding assumptions (risk-free interest rate, dividend yield, expected volatility factor, and expected option life) as of the measurement dates. (3) These amounts represent the dollar value of any dividends or other earnings accrued or paid on stock awards during the applicable fiscal year, or prior to the vesting date for awards vested during the fiscal year, not otherwise reflected in the fair value of such awards or included in any other component of total compensation for the applicable fiscal year. | ||||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | Relationship Between CAP and TSR The charts below reflect the relationship between the PEO and Average NEO CAP, Clorox TSR, and TSR for our peer group. We do not | ||||
Compensation Actually Paid vs. Net Income [Text Block] | Relationship Between CAP and Net Income (GAAP) The charts below reflect the relationship between the PEO and Average NEO CAP and Clorox’s GAAP net income. We do not | ||||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | Relationship Between CAP and Economic Profit (our Company-Selected Measure) The charts below reflect the relationship between the PEO and Average NEO CAP and EP. EP EP EP). EP EP | ||||
Total Shareholder Return Amount | $ 78.61 | 67.49 | 83.75 | ||
Peer Group Total Shareholder Return Amount | 125.81 | 118.44 | 112.34 | ||
Net Income (Loss) Attributable to Parent | $ 161,000,000 | $ 471,000,000 | $ 719,000,000 | ||
Company Selected Measure Amount | 397,000,000 | 282,000,000 | 672,000,000 | ||
PEO Name | Mr. Dorer | Ms. Rendle | Ms. Rendle | Ms. Rendle | |
Value of Pension Benefits from SCT [Member] | Non-PEO NEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | $ (2,230) | $ (461) | $ (2,417) | ||
Value of Equity from SCT [Member] | Non-PEO NEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (1,949,830) | (2,024,840) | (1,875,338) | ||
Value of Pension Benefits per CAP Definition [Member] | Non-PEO NEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (11,336) | ||||
Fair Value of Equity Granted [Member] | Non-PEO NEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 2,934,644 | 2,117,397 | 1,358,936 | ||
Fair Value of Equity Forfeited [Member] | Non-PEO NEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | |||||
Change in Fair Value of Unvested Equity [Member] | Non-PEO NEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 365,472 | (600,710) | (889,755) | ||
Change in Fair Value of Equity Vested [Member] | Non-PEO NEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (3,378) | (235,939) | (42,468) | ||
Value of Dividends Accrued or Paid on Stock Awards [Member] | Non-PEO NEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | $ 138,215 | 60,151 | 60,895 | ||
Measure [Axis]: 1 | |||||
Pay vs Performance Disclosure [Table] | |||||
Non-GAAP Measure Description [Text Block] | The SEC requires disclosure of a company-selected measure, representing the most important financial measure linking CAP for the current fiscal year to company performance. The company-selected measure for fiscal year 2023 is Economic Profit , a non-GAAP financial measure. Refer to pg A-79 of Appendix A to the most directly comparable GAAP financial measure | ||||
Rendle [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
PEO Total Compensation Amount | $ 11,649,650 | 8,534,808 | 7,899,309 | ||
PEO Actually Paid Compensation Amount | 19,409,637 | 7,087,568 | 4,551,818 | ||
Rendle [Member] | Value of Pension Benefits from SCT [Member] | PEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (1,293) | (1,098) | (833) | ||
Rendle [Member] | Value of Equity from SCT [Member] | PEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (6,999,700) | (6,149,804) | (4,999,933) | ||
Rendle [Member] | Value of Pension Benefits per CAP Definition [Member] | PEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (6,321) | ||||
Rendle [Member] | Fair Value of Equity Granted [Member] | PEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 13,043,389 | 6,410,785 | 3,447,150 | ||
Rendle [Member] | Fair Value of Equity Forfeited [Member] | PEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | |||||
Rendle [Member] | Change in Fair Value of Unvested Equity [Member] | PEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 1,264,886 | (1,526,595) | (1,746,565) | ||
Rendle [Member] | Change in Fair Value of Equity Vested [Member] | PEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (39,637) | (395,494) | (176,841) | ||
Rendle [Member] | Value of Dividends Accrued or Paid on Stock Awards [Member] | PEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 492,341 | 221,287 | 129,531 | ||
Dorer [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
PEO Total Compensation Amount | 3,366,210 | ||||
PEO Actually Paid Compensation Amount | (1,467,203) | ||||
Dorer [Member] | Value of Pension Benefits from SCT [Member] | PEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | |||||
Dorer [Member] | Value of Equity from SCT [Member] | PEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (499,943) | ||||
Dorer [Member] | Value of Pension Benefits per CAP Definition [Member] | PEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | |||||
Dorer [Member] | Fair Value of Equity Granted [Member] | PEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 423,508 | ||||
Dorer [Member] | Fair Value of Equity Forfeited [Member] | PEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (2,444,751) | ||||
Dorer [Member] | Change in Fair Value of Unvested Equity [Member] | PEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | 141,924 | ||||
Dorer [Member] | Change in Fair Value of Equity Vested [Member] | PEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | (5,150,182) | ||||
Dorer [Member] | Value of Dividends Accrued or Paid on Stock Awards [Member] | PEO [Member] | |||||
Pay vs Performance Disclosure [Table] | |||||
Adjustment to Compensation Amount | $ 251,279 |