UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Church & Dwight Co., Inc.

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LOGO

Church & Dwight Co., Inc.

 

 

 

20212024  NOTICE OF

ANNUAL MEETING OF

STOCKHOLDERS AND

PROXY STATEMENT

 

 

 

Princeton South Corporate Park

500 Charles Ewing Boulevard

Ewing, New Jersey 08628

 

 

MEETING DATE: April 29, 2021May 2, 2024


 

CHURCH & DWIGHT CO., INC.

 

 

LOGO

 

 

Virtually via a live audio webcast at

www.virtualshareholdermeeting.com/CHD2021CHD2024

CHURCH & DWIGHT CO., INC.

Princeton South Corporate Park

500 Charles Ewing Boulevard

Ewing, New Jersey 08628 USA

(609) 806-1200

www.churchdwight.com

 

Notice of Annual Meeting of Stockholders to be held Thursday, April 29, 2021May 2, 2024

The Annual Meeting of Stockholders of Church & Dwight Co., Inc. will be held on Thursday, April 29, 2021May 2, 2024 at 12:00 p.m., Eastern Daylight Time. To support the health and well-being of our employees and stockholders, in light ofand to facilitate stockholder attendance and ability to participate fully and equally from any location around the COVID-19 Pandemic,world at no cost, this year’s meeting will be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/CHD2021.CHD2024. At the meeting stockholders will be asked to consider and take action on the following:

 

 1.

Election of ten nominees to serve as directors for a term of one year;

 

 2.

An advisory vote to approve the compensation of our named executive officers;

 

 3.

Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to remove the requirement for holders of two-thirds of our outstanding stock to fill vacancies on the Board of Directors;

4.

Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to remove the requirement to have the holders of two-thirds of our outstanding stock approve certain mergers, consolidations or dispositions of substantial assets;

5.

Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to remove certain procedural provisions that will no longer be required once the Board is fully declassified;

6.

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2021;2024;

4.

A proposal to amend our Amended and Restated Certificate of Incorporation; and

 

 7.5.

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 2, 20216, 2024 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 during 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 19, 202122, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD VIRTUALLY ON APRIL 29, 2021:MAY 2, 2024: The Notice of Annual Meeting, Proxy Statement and 20202023 Annual Report to Stockholders are available at: https://materials.proxyvote.com/171340.


   TABLE OF CONTENTS 

 

TABLE OF CONTENTS

 

PROXY STATEMENT SUMMARY

  1

20212024 ANNUAL MEETING OF STOCKHOLDERS

   1 

VOTING MATTERS AND BOARD OF DIRECTOR RECOMMENDATIONS

   1 

CORPORATE GOVERNANCE

   3 

PROXY STATEMENT

  5

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

  5

PROPOSAL 1: ELECTION OF DIRECTORS

  9

CORPORATE GOVERNANCE AND OTHER BOARD MATTERS

  20

BOARD COMPOSITION

   20 

CORPORATE GOVERNANCE GUIDELINES AND OTHER CORPORATE GOVERNANCE DOCUMENTS

   20 

BOARD OF DIRECTORS INDEPENDENCE

   20 

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

   21 

EXECUTIVE SESSIONS OF INDEPENDENT DIRECTORS

   21 

BOARD OF DIRECTORS EDUCATION

21

BOARD OF DIRECTORS RISK OVERSIGHT

   21 

BOARD OF DIRECTORS LEADERSHIP STRUCTURE

   23 

COMMUNICATION WITH THE BOARD OF DIRECTORS

   2324

STOCKHOLDER ENGAGEMENT

25 

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

   2426 

SUCCESSION PLANNING

   2730 

CODE OF CONDUCT

   2730

POLITICAL EXPENDITURES

31 

SUSTAINABILITY STRATEGY AND ESG PILLARS

   2831 

COMPENSATION OF DIRECTORS

   3134 

20202023 DIRECTOR COMPENSATION TABLE

   3336 

STOCK OWNERSHIP GUIDELINES FOR DIRECTORS

   3337 

OUR EXECUTIVE OFFICERS

   3437 

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

  3740

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  4043

REVIEW AND APPROVAL OF RELATED PERSON TRANSACTIONS

   4043 

RELATED PERSON TRANSACTIONS

   4043 

AUDIT COMMITTEE REPORT

  4144

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  4245

PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES

  4346

COMPENSATION DISCUSSION AND ANALYSIS

  4447

INTRODUCTION

  4447

2020 COMPENSATIONEXECUTIVE SUMMARY

   47 

DETERMINATION OF COMPETITIVE2023 COMPENSATION

49

SAY-ON-PAY VOTE AND SHAREHOLDER ENGAGEMENT

   4851

2023 EXECUTIVE COMPENSATION HIGHLIGHTS

51

COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

52 

MIX OF PAY

   5052 

SALARIES

   5052 

ANNUAL INCENTIVE PLAN

   5153 

PROFIT SHARING AMOUNT

   5455 

LONG-TERM INCENTIVES—STOCK OPTIONSINCENTIVE

   5456 

PERQUISITES AND CHARITABLE CONTRIBUTIONS

   5657 

20212024 COMPENSATION AND BENEFITS DECISIONS

56

Church & Dwight Co.  |  2021 Proxy Statement


  TABLE OF CONTENTS  

STOCK OPTION GRANT PRACTICES

56

STOCK OWNERSHIP, TRADING GUIDELINES AND SHORT SALE, HEDGING AND PLEDGING POLICIES

   57 

Church & Dwight Co.  | 2024 Proxy Statement


 TABLE OF CONTENTS 

ONGOING AND POST-EMPLOYMENTGOVERNANCE FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM

58

EXECUTIVE STOCK OWNERSHIP GUIDELINES

   58 

TRADING, SHORT SALE, HEDGING AND PLEDGING POLICIES

59

CLAWBACK POLICIES

59

ONGOING AND POST-EMPLOYMENT COMPENSATION

59

SAVINGS AND PROFIT SHARING PLAN FOR SALARIED EMPLOYEES

   5859 

EXECUTIVE DEFERRED COMPENSATION PLAN

   5859 

CHANGE IN CONTROL AND SEVERANCE AGREEMENTS

   59

ACCOUNTING AND TAX CONSIDERATIONS

59

SAY-ON-PAY VOTE

60 

ROLE OF EXECUTIVE OFFICERS IN DETERMINING EXECUTIVEHOW COMPENSATION FOR NAMED EXECUTIVE OFFICERSDECISIONS ARE MADE

  60

ROLE OF THE COMPENSATION & ORGANIZATIONHUMAN CAPITAL COMMITTEE IN EXECUTIVE COMPENSATION

  6061

ROLE OF INDEPENDENT COMPENSATION CONSULTANT

  6061

COMPENSATION  & ORGANIZATION COMMITTEE REPORTROLE OF PEER GROUPS

  61

2020ACCOUNTING AND TAX CONSIDERATIONS

63

COMPENSATION & HUMAN CAPITAL COMMITTEE REPORT

65

2023 SUMMARY COMPENSATION TABLE

  6266

2023 ALL OTHER COMPENSATION TABLE

  
68

20202023 GRANTS OF PLAN-BASED AWARDS

  6469

20202023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  6571

20202023 OPTION EXERCISES AND STOCK VESTED

  6773

20202023 NONQUALIFIED DEFERRED COMPENSATION

  6874

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

  6975

CHANGE IN CONTROL AND SEVERANCE AGREEMENTS

   6975 

VESTING PROVISIONS PERTAINING TO STOCK OPTIONS AND RESTRICTED STOCKLONG-TERM INCENTIVE AWARDS UPON A CHANGE IN CONTROL

   7076 

TABLE OF BENEFITS UPON TERMINATION EVENTS

   7177 

CEO PAY RATIO

  7480

DELINQUENT SECTION 16(A) REPORTS

  
81

EQUITY COMPENSATION PLAN INFORMATION AS OF DECEMBER 31, 20202023

  7582

PAY VERSUS PERFORMANCE

  
83

PROPOSAL 2: ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

  7688
PROPOSAL 3: PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO REMOVE THE REQUIREMENT FOR HOLDERS OF TWO-THRDS OF OUR OUTSTANDING STOCK TO FILL VACANCIES ON THE BOARD OF DIRECTORS77
PROPOSAL 4 : PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO REMOVE THE REQUIREMENT TO HAVE HOLDERS OF TWO-THIRDS OF OUR OUTSTANDING STOCK APPROVE CERTAIN MERGERS, CONSOLIDATIONS OR DISPOSITIONS OF SUBSTANTIAL ASSETS77
PROPOSAL  5 : PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO REMOVE CERTAIN PROCEDURAL PROVISIONS THAT WILL NO LONGER BE REQUIRED ONCE THE BOARD IS FULLY DECLASSIFIED79
PROPOSAL 6: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  8089
PROPOSAL 4: APPROVAL OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION  
90

HOUSEHOLDING OF PROXY MATERIALS91

OTHER BUSINESS

  8192

OTHER BUSINESS

82

STOCKHOLDER PROPOSALS AND NOMINATION OF DIRECTOR CANDIDATES

  8393

ANNUAL REPORT AND FORM 10-K

  8494

APPENDIX A

  85A-1

 

 
Church & Dwight Co.  | 20212024 Proxy Statement



  SUMMARY  

PROXY STATEMENT 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 20202023 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.

20212024 ANNUAL MEETING OF STOCKHOLDERS LINE UP BELOW

 

Date and Time:  April 29, 2021May 2, 2024 at 12:00 p.m., Eastern Daylight Time
Place:  Virtually via a live audio webcast at www.virtualshareholdermeeting.com/CHD2021CHD2024
Record Date:  March 2, 20216, 2024

 

 
  

VOTING MATTERS AND BOARD OF DIRECTORS RECOMMENDATIONS

 

   
Proposals 

Board

Recommendation

 

Vote

Required

   

 1.

 

Election of ten10 nominees to serve as directors for a term of one year each

 FOR EACH NOMINEE Majority of votes cast
   

 2.

 

Advisory vote to approve the compensation of our named executive officers

 FOR Majority of votes present and entitled to vote
   

 3.

 Amend the Company’s Amended and Restated Certificate of Incorporation to remove the requirement for holders of two-thirds of our outstanding stock to fill vacancies on the Board of DirectorsFORTwo-thirds of votes outstanding and entitled to vote
    4.Amend the Company’s Amended and Restated Certificate of Incorporation to remove the requirement to have holders of two-thirds of our outstanding stock approve certain mergers, consolidations or dispositions of substantial assetsFORTwo-thirds of votes outstanding and entitled to vote
    5.Amend the Company’s Amended and Restated Certificate of Incorporation to remove certain procedural provisions that will no longer be required once the Board is fully declassifiedFORMajority of votes outstanding and entitled to vote
    6.

Ratification of the Appointmentappointment of Deloitte & Touche LLP as our Independent Registered Accounting Firm for 20212024

 FOR Majority of votes present and entitled to vote

 4.

Approve a proposal to amend our Amended and Restated Certificate of Incorporation

FORMajority of votes outstanding and entitled to vote

 

  

Church & Dwight Co.  | 20212024 Proxy Statement 

 

 

1

 


 SUMMARY  

 

James R. Craigie,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 20222025 Annual Meeting of Stockholders. Detailed information about all of our director nominees’ backgrounds and areas of expertise can be found beginning on page 12.under “Proposal 1: Election of Directors – Skills and Qualifications of our Board of Directors.”

 

     
  

 

   

 

  

 

   

 

 Committees
        
Name  Position 

Director

Since

  Independent  Audit  

Compensation

and

OrganizationHuman
Capital

 

Governance,

andNominating

Nominating  and

Corporate

Responsibility

 Executive
        
James R. CraigieBradlen S. Cashaw  

Former Chairman and Retired President and Chief ExecutiveOperating Officer, Church & Dwight Co., Inc.Agropur

 20042021 XX 

 

 

 

X
 

 

        
Matthew T. Farrell  

Chairman of the Board, President and

Chief Executive Officer, Church &

Dwight Co., Inc.

 2016 

 

 

 

 

 

 

 X

Chair
        
Bradley C. Irwin  

Retired President and Chief Executive

Officer, Welch Foods, Inc.

 2006 X 

 

XXX
Penry W. Price

Vice President, Marketing Solutions, LinkedIn Corporation

2011XXX

 

 XX

 

        
Susan G. SaidemanPenry W. Price  

Vice President, Marketing Solutions,

LinkedIn Corporation

2011XXChair

X
Susan G. Saideman

Founder and Chief Executive Officer,

Portage Bay Limited LLC and former

Vice President, Amazon, Inc.

 2020 X X 

 

 

 X

 

        
Ravichandra K. Saligram  

Retired Chief Executive Officer, Newell Brands, Lead Director, Church & Dwight Co., Inc.

 2006 X 

 

 

 ChairX XX
        
Robert K. Shearer  

Retired Senior Vice President and

Chief Financial Officer, VF Corporation

 2008 X Chair  X 

 

 

 

X
Janet S. Vergis

Former Executive Advisor for private equity firms and former CEO OraPharma, Inc.

2014XX

 

 X

 

        
Arthur B. WinkleblackJanet S. Vergis  

RetiredFormer Executive Vice PresidentAdvisor for private

equity firms and Chief Financial Officer, HJ Heinz Companyformer CEO,

OraPharma, Inc.

 20082014 X 

 

Chair

 

 XChairX
        
Laurie J. YolerArthur B. Winkleblack  

Former SVP, Business Development, Qualcomm, Inc. &Retired Executive Vice President Qualcomm Labsand

Chief Financial Officer, HJ Heinz Company

2008XChair

X
  2018  X
Laurie J. Yoler  

Partner, Playground Global

2018X

 

 X X 

 

 

  

 2 

 

 

Church & Dwight Co.  | 20212024 Proxy Statement

 


   SUMMARY 

 

CORPORATE GOVERNANCE

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

    9 of 10 directorsdirector nominees are independent under the NYSE listing standards
    3 fully independent Board committees: Audit, Compensation & Organization,Human Capital, and Governance, Nominating & NominatingCorporate Responsibility
    Independent Lead Director presides over executive sessions of, the Board and facilitates communication with, the independent directors
   

Board

Accountability

  Annual election of directors
  Our directors are subject to “majority voting,” and each incumbent director nominee submits, prior to the Annual Meeting, an irrevocable resignation in writing that our Board of Directors may accept if a majority of stockholders do not re-elect the director in an uncontested election
   

Annual election of directors

Board

Leadership

    Annual assessment and determination of Board leadership structure
    Annual appointment of independent Lead Director when Chairman/Chief Executive Officer (“CEO”) roles are combined or when the Chairman is not independent (or when the Board otherwise determines appropriate)
    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 are required to retire on the earlier of reaching age 72,75, or twenty years on the Board, and new Board members (joining since 2021) will be required to retire on the earlier of reaching age 7275 or fifteen years on the Board
    Annual review of board succession plans
   

Director

Engagement

    Each director attended at least 75 percent of the aggregate number of meetings held by the Board and all committees of the Board on which such director served in 20202023
    Board policy limits director membership to four other public company boards for non-employee directors (without the approval of the Governance, Nominating & NominatingCorporate Responsibility Committee)
    Stockholder ability to contact directors (as described beginning on page 23)under “Communication with the Board of Directors”)
   

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
   

Removing supermajorityNo Supermajority

voting for amendments to governing documentsVoting Requirements

    No supermajority requirement for stockholders to amend Bylaws
    No separate charter provision with a supermajority requirement for stockholders to amend the Certificate of Incorporation
Proposals to remove remaining supermajority requirements from Certificate of Incorporation
   

Right of Stockholders to CallRequest Special Meeting

    Stockholders with at least 25% of our outstanding stock have the right to callrequest special meetings of the stockholders
   

Clawback and Anti- Hedging Policies

    Clawback policy permitspolicies that require the recoupment of excess incentive-based compensation paid to our executive officers as a result of a material financial misstatement in accordance with the Dodd-Frank Act and NYSE rules, and permit recoupment of compensation from a broader group of senior leaders across the Company to recoup certain compensation payments and grants made under the Company’s Annual Incentive Plan and Omnibus Incentive Plan to the extent required by law, or pursuant to Company policy or if otherwise agreed upon with the participant. In addition, under the Annual Incentive Plan, the Compensation & Organization Committee has discretion to require repayment of awards in the eventcase of the recipient’s fraud or willful misconductmaterial financial misstatements, cause conduct and violations of restrictive covenants
   
 

 

  Clawback provisions incorporated into the Company’s Annual Incentive Plan and Omnibus Equity Compensation Plan (and underlying award agreements) that are tied to the clawback policies

Anti-Hedging Policy

  Insider trading policy prohibits non-employee directors and employees from engaging in any pledging, short sales, or hedging involving Company stock

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

 

  Directors

Board members are required to hold shares equivalent to 5x the standard annual retainer

Church & Dwight Co.  |  2021 Proxy Statement  

3


  SUMMARY  

   

Director Compensation Practices

  

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 fourfive diverse metrics to avoid over-emphasis on any one measure

   

In the event of a change-in-control,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 change-in-controlchange in control payments

   

No defined pension benefit plan or similarly actuarially valued pension plan for executives

   

Limited perquisites

 
  

Repricing of stock options is prohibited without prior stockholder approval

   

Board Diversity

    

The Board has been committedCommitment to building a diverse and well-rounded Board comprising individuals from different backgrounds, ages, genders, and ethnic diversity, and with a range of experiences and viewpoints. To accomplish this,The Governance, Nominating & Corporate Responsibility Committee works with the Governance & Nominating Committee will continue to require that search firms it engages includeto seek a robust selection of women and racially/ethnically diverse candidates in all prospective director candidate poolspools. Of our 10 director nominees, three are women, one is African American and one is Asian

   

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 and sustainability strategiespriorities and initiatives as an integrated part of their oversight of the Company’s overall strategy and risk management

 

  

 4 

 

 

Church & Dwight Co.  | 20212024 Proxy Statement

 


   PROXY STATEMENT 

 

CHURCH & DWIGHT CO., INC.

Princeton South Corporate Park, 500 Charles Ewing Boulevard, Ewing, New Jersey 08628

(609) 806-1200

PROXY STATEMENT

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 20212024 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually on April 29, 2021,May 2, 2024, and at any adjournments thereof.

Who Can Vote

Each holder of record of our common stock at the close of business on March 2, 20216, 2024, is entitled to vote at the Annual Meeting. At the close of business on March 2, 2021,6, 2024, there were 245,088,140243,904,772 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”) 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 19, 202122, 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:

 

  

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 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.You may change or revoke your vote by submitting a written notice of change or revocation to our Secretary at the address listed above or by submitting another timely vote (including a vote via the Internet or by telephone). For all methods of voting, the last vote validly cast will supersede all previous votes.

 

Church & Dwight Co.  |  2021 Proxy Statement  

5


  PROXY STATEMENT  

  

Beneficial owners.You may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker.

 

  

Savings and Profit Sharing Plan participants.You may change or revoke your voting instructions by 10:00 a.m. Eastern Daylight Time on April 26, 2021,29, 2024, by either revising your instructions via the Internet, by telephone, or by submitting to the trustee of the Savings and Profit Sharing Plan either a written notice of revocation or a properly completed and signed proxy card bearing a later date.

Required Vote

You are entitled to cast one vote for each share of common stock you own onowned as of March 2, 2021, 6, 2024, the record date. The presence, in person or by proxy, of a majority of the votes entitled to be cast at the Annual Meeting constitutes a quorum. Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A broker “non-vote” occurs when a broker does not vote on a particular proposal because the broker does not have discretionary voting power with respect to the proposal and has not received voting instructions from the beneficial owner.

Our Bylaws provide for majority voting in uncontested director elections. As a result, at the Annual Meeting, directors will be elected by the affirmative vote of a majority of the votes cast (in person or by proxy) in an uncontested election. For this purpose, a majority of the votes cast means that the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee. Abstentions and broker “non-votes” are not counted as votes for or against a nominee. If you “abstain” from voting with respect to director nominees, your shares will be counted for purposes of a quorum but will have no effect on the election of the nominees. All of our director nominees are currently serving on our Board of Directors. If a nominee who is currently serving as a director is not re-elected, Delaware law provides that the director would continue to serve on our Board of Directors as a “holdover director.” Under our Corporate Governance Guidelines (“Corporate Governance Guidelines”), each incumbent director nominee submits, prior to the Annual Meeting, a contingentan irrevocable resignation that our Board of Directors may accept if stockholders do not re-elect the director. If a director is not re-elected by our stockholders, the Governance, Nominating & NominatingCorporate Responsibility Committee would make a recommendation to our Board of Directors on whether to accept or reject the resignation of that director, or whether to take other action. Our Board of Directors would act on the resignation, taking into account the Governance, Nominating & NominatingCorporate Responsibility Committee’s recommendation, and publicly disclose its decision and the rationale behind it within 90 days from the date that the election results are certified.

Our proposal to amend our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) for the purpose of removing the requirement that holders of two-thirds of our outstanding stock fill a vacancy on the Board (Proposal 3), and our proposal to amend the Certificate of Incorporation to remove the requirement for holders of two-thirds of our outstanding stock to approve certain mergers, consolidations or dispositions of substantial assets (Proposal 4), each require the affirmative vote of two-thirds or more of our outstanding shares of common stock entitled to vote at the Annual Meeting (meaning that of the outstanding shares of common stock, two-thirds of them must be voted “for” the proposal for it to be approved). Our proposal to amend the Certificate of Incorporation to remove certain procedural provisions that will no longer be required once the Board is fully declassified (Proposal 5) requires the affirmative vote of a majority of our outstanding shares of common stock entitled to vote at the Annual Meeting (meaning that of the outstanding shares of common stock, a majority of them must be voted “for” the proposal for it to be approved). Brokers will not have discretionary voting authority to vote on Proposal 3 or Proposal 4, and abstentions and broker “non-votes” will have the same effect as a vote against these proposals. Our proposal to approve, on an advisory basis, the compensation of our named executive officers (Proposal 2), and our proposal to ratify the selection of our independent registered accounting firm for 20212024 (Proposal 6) and any other matters that may be acted upon at the Annual Meeting3), will be determined by the affirmative vote of the majority of votes represented at the meeting (in person or by proxy) and entitled to vote on the matter. Our proposal to amend our Amended and Restated Certificate of Incorporation (Proposal 4) requires the affirmative vote of the majority our outstanding shares of common stock entitled to vote at the Annual Meeting (meaning that of the outstanding shares of common stock, more than 50% of them must be voted “for” the proposal for it to be approved). An abstention will have the same effect as a vote against with respect to the advisory vote on the compensation of our named

 6 

Church & Dwight Co.  | 2024 Proxy Statement 


 PROXY STATEMENT 

executive officers, and the ratification of our independent registered public accounting firm for 2021.2024, the approval of the proposal to amend our Amended and Restated Certificate of Incorporation, and the consideration of the Stockholder Proposal. Brokers will not have discretionary authority to vote on the election of our directors, or the advisory vote on the compensation of our named executive officers, or the approval of the proposal to amend our Amended and aRestated Certificate of Incorporation. A broker “non-vote” is not counted for purposes of voting on these matters.matters, but will have the same effect as a vote “against” the proposal to amend our Amended and Restated Certificate of Incorporation.

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  Church & Dwight Co.  |  2021 Proxy Statement


  PROXY STATEMENT  

How Shares Will be Voted

Stockholders of record. If you are a stockholder of record and you:

 

indicate when voting via the Internet or by telephone that you wish to vote as recommended by our Board of Directors; or

 

sign and return a proxy card without giving specific voting instructions;

then the proxy holders will vote your shares FOR the election of the nominees described in this proxy statement, FOR the advisory vote to approve the compensation of our named executive officers, FOR the amendment of our Certificate of Incorporation to remove the requirement for holders of two-thirds of our outstanding stock to fill a vacancy on the Board, FOR the amendment of our Certificate of Incorporation to remove the requirement to have holders of two-thirds of our outstanding stock approve certain mergers, consolidations or dispositions of substantial assets, FOR the amendment of our Certificate of Incorporation to remove certain procedural provisions that will no longer be required once the Board is fully declassified, and FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2021.2024, and FOR the approval of the proposal to amend our Amended and Restated Certificate of Incorporation.

Beneficial owners. If you hold shares in street name (in the name of a broker or other nominee), you must give instructions to your bank or broker on how you would like your shares to be voted. Under applicable New York Stock Exchange (“NYSE”) rules, your bank or broker has discretion to vote on “routine” matters, such as the ratification of the appointment of an independent registered public accounting firm, and the approval of Proposal 5, but does not have discretion to vote on “non-routine” matters, such as the election of directors, the proposal to approve the compensation of our named executive officers, or the proposalsapproval of the proposal to amend our Amended and Restated Certificate of Incorporation, to removeor the supermajority requirements.Stockholder Proposal. Thus, if a bank or broker holds your shares and you do not instruct the bank or broker how to vote on these matters, no votes will be cast on your behalf.

Savings and Profit Sharing Plan participants. If you participate in the Church & Dwight Co., Inc. Savings and Profit Sharing Plan for Salaried Employees or the Church & Dwight Co., Inc. Savings and Profit Sharing Plan for Hourly Employees (collectively, the “Plans”), you may have voting rights regarding shares of our common stock credited to your account in the Plans. In order to permit the trustee to tally and vote the shares held in the Plans (“Plan Shares”), your instructions, whether by Internet, by telephone, or by proxy card, must be submitted on or prior to 10:00 a.m. Eastern Daylight Time on April 26, 2021.29, 2024. If you do not instruct the trustee how to vote, your Plan Shares will be voted by the trustee in the same proportion that it votes Plan Shares for those accounts in the Plans for which it did receive timely voting instructions. The proportional voting policy is detailed under the terms of the Plans and the associated trust agreements.

Other matters. Our Board of Directors is not aware of any matters that will be brought before the Annual Meeting other than those described in this proxy statement. However, if any other matters properly come before the Annual Meeting, the persons named on the enclosed proxy card will vote in their discretion on such matters.

Who can attend the virtual Annual Meeting

Only stockholders as of the record date, March 2, 2021,6, 2024, or duly appointed proxies, may attend the virtual Annual Meeting. No guests will be allowed to attend the Annual Meeting.

In accordance with Delaware law, for the 10 days prior to our Annual Meeting, a list of registered holders entitled to vote at our Annual Meeting will be available for inspection in our offices at Princeton South Corporate Park, 500 Charles Ewing Boulevard, Ewing, New Jersey 08628. The list will also be available at our Annual Meeting through the virtual meeting website at www.virtualshareholdermeeting.com/CHD2021.

Church & Dwight Co.  | 2024 Proxy Statement 

 7 


 PROXY STATEMENT 

Attending the virtual Annual Meeting

To support the health and well-being of our employees, directors and our 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 Annual Meeting will be held exclusively online, with no option to attend in person. If you plan to attend the virtual Annual

Church & Dwight Co.  |  2021 Proxy Statement  

7


  PROXY STATEMENT  

Meeting, you will need to visit www.virtualshareholdermeeting.com/CHD2021CHD2024 and use your 16-digit control number provided in the Notice or proxy card to log into the meeting. We encourage stockholders to log in to the website and access the webcast early, beginning approximately 15 minutes before the Annual Meeting’s 12:00 p.m. Eastern Daylight Time start time. If you experience technical difficulties, please contact the technical support telephone number posted on www.virtualshareholdermeeting.com/CHD2021CHD2024.

Asking questions during the virtual Annual Meeting

Stockholders of record and proxy holders who provide their valid 16-digit control number will be able to participate in the virtual Annual Meeting by asking questions and voting their shares as outlined above.

To submit questions during the meeting, stockholders may:

 

log into the virtual meeting website with their 16-digit control number, type the question into the “Ask a Question” field, and click “Submit.”

log into the virtual meeting website with their 16-digit control number, first and last name, and email, then typing the question into the “Ask a Question” field and clicking “Submit”.

Only stockholders with a valid control number will be allowed to ask questions. Questions pertinent to Annual Meeting matters will be answered during the Annual Meeting as time allows. If we receive substantially similar written questions, we may group such questions together and provide a single response to avoid repetition and allow time for additional question topics. If we are unable to respond to a stockholder’s properly submitted question due to time constraints, we will respond directly to that stockholder using the contact information provided. We may also provide written responses to certain stockholder questions that we were unable to answer during the meeting on our “Investors” page on our website following the Annual Meeting.

Additional information regarding the rules and procedures for participating in the virtual Annual Meeting will be provided in our Annual Meeting rules of conduct, which stockholders can view during the Annual Meeting at the Annual Meeting website.

Costs of Solicitation

Solicitation of proxies on our behalf may be made by our directors or employees by mail, in person, and by telephone. Directors and employees will not be paid any additional compensation for soliciting proxies. We have retained D.F. King & Co., Inc. (“D.F. King”) to aid in the solicitation of proxies for a fee estimated not to exceed $7,500$8,000 plus out-of-pocket expenses. We will pay all costs of the solicitation and will indemnify D.F. King against liabilities relating to or arising from their proxy solicitation services conducted on our behalf, other than those resulting from D.F. King’s willful misconduct or gross negligence. We also will reimburse banks, brokerage houses, and other custodians, nominees, and fiduciaries for forwarding Notices and proxy materials to beneficial owners.

 

  

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Church & Dwight Co.  | 20212024 Proxy Statement

 


   PROPOSAL 1 

 

PROPOSAL 1: ELECTION OF DIRECTORS

Our Certificate of Incorporation has historically providedprovides for the division of our Board of Directors into three classes, with the directors in each class serving for a term of three years. At our 2018 Annual Meeting, our stockholders approved, and the Company adopted, an amendment to our Certificate of Incorporation to provide for the phased-in transition to the annual election of our Board of Directors. At the 20212024 Annual Meeting, and from this year forward, all of our directors will stand for election for one-year terms on our Board of Directors. Our Board of Directors currently consists of 10 members.

At the Annual Meeting, all directors will be elected to serve until the 20222025 Annual Meeting, in each case, until their successors are elected and qualified. Our Board of Directors has nominated James R. Craigie,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, all of whom currently serve as members of our Board of Directors. All nominees have agreed to be named in this proxy statement and to serve if elected.

We do not anticipate that any of the nominees will become unavailable to serve as a director for any reason. However, if any of them becomes unavailable, the persons named in the enclosed form of proxy will vote for any substitute nominee designated by our Board of Directors, unless our Board of Directors determines to reduce the number of directors on our Board.

SKILLS AND QUALIFICATIONS OF OUR BOARD OF DIRECTORS

Our Board of Directors, with support and recommendations from the Governance, Nominating & NominatingCorporate Responsibility Committee, oversees the composition and succession of its members. To this end, at least once a year, in connection with the Board’s annual evaluation, the Board evaluates itself, its committees, and each director, each director’s performance, skills, qualifications and future plans, including any retirement objectives. As part of that evaluation, our Governance, Nominating & NominatingCorporate Responsibility Committee identifies areas of overall strength and opportunities for improvement with respect to the Board’s and its committees’ composition.composition, and the Board sets annual objectives and topics to be addressed at its meetings over the coming year.

Our director nominees possess relevant experience, skills and qualifications that contribute to a well-functioning board. Our Corporate Governance Guidelines provide that the Board should consider whether individual directors possess the following personal characteristics: integrity, education, commitment to the Board, business judgment, business experience, accounting and financial expertise, diversity (which may include differences of viewpoint, professional experience, education, skills, race, gender, national origin or other individual qualities and attributes that contribute to board heterogeneity), reputation, civic and community relationships, high performance standards and the ability to act on behalf of stockholders. Additionally,In January 2024, the Governance, Nominating & Corporate Responsibility Committee reviewed the skills and experiences that they believe Board members should possess. The skills and experiences that the Board seeks in evaluating its composition, and which inform Board succession planning and director nomination processes, as well as the individual experiences, skills and characteristics of our Board members, are highlighted below. The rating for each skill presented below represents the average of self-ratings for all directors, expressed on a percentage ofnumeric basis on a scale of 1 to 5,10, with the score for each director corresponding to the following ratings:

 

 

RATING KEY

  
11-2  Has limitedinsufficient experience and understanding
  
23-4  Has some knowledge and experience
  
35-6  Has solidmoderate knowledge and experience
  
47-8  Has strong knowledge and experience
  
59-10  This is a top personal strength and core competency

The Governance, Nominating & NominatingCorporate Responsibility Committee and our Board of Directors believe that the nominees listed below collectively possess these attributes, which, together with their respective experience described in the biographical summaries below, make each nominee well qualified to continue to serve on our Board of Directors.

 

  

Church & Dwight Co.  | 20212024 Proxy Statement 

 

 

9

 


 PROPOSAL 1   

 

The rating for each skill presented below is intended as a summary and is not an exhaustive list of the qualifications or contributions to the Board. The following chart summarizes the ratingsself-ratings of our Board as a whole on a percentagenumeric basis for each skill under “Skills Numeric”, based on the 1 through 510 scale set forth above:above, while the “Number of Directors” column reflects the number of directors with ratings of at least 7 or greater for the specific skill:

 

Senior ManagementStrategy Development
LOGOLOGO
M&A/Business DevelopmentCPG Industry
LOGOLOGO
Traditional Marketing & SalesDigital Marketing & Sales
LOGOLOGO
Public Company GovernanceCompensation/Human Resources
LOGOLOGO

  

Skills

Numeric

Number of
Directors with
Strong
Knowledge and
Experience
 

       10 

 

Senior Executive Leadership and Strategic Planning:

Experience serving in a senior leadership position in a major organization (e.g., CEO, CMO, COO, Chief Financial Officer, Division President, etc.), with a practical understanding and oversight of organizations, processes, strategic planning, and risk management.

 

  Church & Dwight Co.  |  2021 Proxy Statement

LOGO


LOGO

   PROPOSAL 1  

CPG Industry:

Familiarity with the consumer-packaged goods (CPG) industry, and ability to provide guidance on the Company’s strategy and position in the CPG industry.

LOGO

LOGO

Marketing & Sales:

Understanding Brand Management, Distribution, eCommerce, Logistics, Marketing, Packaging and Selling. Experience in understanding the use of Data Analytics to address Consumer Needs and identify Shopper Behaviors. Knowledge about the fundamental and emerging go-to-market strategies across Brick & Mortar, Direct to Consumer, Online only and Omni-Channel retail marketplaces. Awareness of new and emerging Digital Commerce trends including Social & Media Communication, Content Management, Last-mile Delivery, Technology and Data Science.

LOGO

LOGO

M&A/Business Development:

Experience leading growth through acquisitions and other business combinations, with the ability to assess “build or buy” decisions, analyze the fit of a target with a company’s strategy and culture, value transactions, evaluate investment thesis, and evaluate operational integration plans.

LOGO

LOGO

Public Company Governance:

Experience with and understanding of the responsibilities of a public company board, with an understanding of evolving corporate governance practices and the dynamics and operation of a corporate board, management accountability, transparency, and protecting stockholders, while balancing other constituencies interests and long-term value creation.

LOGO

LOGO

Human Capital Management, Inclusion and Diversity:

Experience with executive compensation and management of human capital and succession planning, including the attraction, development and retention of top candidates, including individuals with diverse skills and backgrounds.

LOGO

LOGO

 

InternationalRisk Management
LOGOLOGO
R&D/InnovationDisruptive Innovation
LOGOLOGO
Accounting + FinanceInformation technology/Cybersecurity
LOGOLOGO
Supply chain
LOGO

  

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Church & Dwight Co.  | 20212024 Proxy Statement 


 PROPOSAL 1 

Skills

Numeric

Number of
Directors with
Strong
Knowledge and
Experience

R&D/Innovation:

Experience in innovation, product development and design, including disruptive product innovation with background in navigating regulatory environments both in the U.S. and globally, especially in health and wellness and other relevant regulated sectors.

LOGO

LOGO

Supply Chain:

Experience in direct and indirect procurement, demand and supply planning, logistics, order to cash processing, manufacturing, and management of 3rd party manufacturers. Competence in supply chain IT systems, supply chain finance, lean manufacturing, manufacturing technology, organizational design, and negotiations.

LOGO

LOGO

Accounting & Finance:

Experience in financial accounting and reporting to ensure the integrity of the Company’s financial reporting, compliance with legal and regulatory requirements and the effectiveness of internal controls, as well as evaluation of financial statements and capital structure.

LOGO

LOGO

Information Technology/Cybersecurity:

Experience understanding the cybersecurity threat landscape, responsibilities in managing/mitigating cyber-risk and how to evaluate the organization’s preparedness to lead through a cyber crisis.

LOGO

LOGO

Global Business:

Experience driving business success in markets around the world, with an understanding of diverse business environments, economic conditions, cultures, and regulatory frameworks, and a broad perspective on global market opportunities.

LOGO

LOGO

Church & Dwight Co.  | 2024 Proxy Statement 

 

 

11

 


 PROPOSAL 1   

 

The Board also seeks to achieve diversity of age, gender, and race/ethnicity, and recognizes the importance of Board refreshment to ensure that it benefits from fresh ideas and perspectives. The following charts demonstrate the Board’s commitment to diversity of backgrounds and Board refreshment. See pages 25-27“Governance, Nominating & Corporate Responsibility Committee” for detailed information on board diversity and refreshment.

 

Diversity Tenure

 

LOGOLOGO

 

 

LOGOLOGO

Your Board of Directors unanimously recommends a vote FOR all of the following nominees.

Information regarding the nominees for our Board of Directors is provided below:below.

Standing for Election for Term Expiring in 2022Director Nominees

 

LOGOLOGO    

 

 

JAMES R. CRAIGIEBRADLEN S. CASHAW

 

    

 

Director since 20042021

Independent

Age: 6760

  Audit Committee

  Governance, Nominating &
 Corporate Responsibility
 Committee

 

Professional Experience

Mr. Craigie was our non-executive Chairman from January 2016 to May 2019. From May 2007 to January 2016, he was our Chairman, President andCashaw has been the Chief Executive Officer. From July 2004 through May 2007, he was our President and Chief Executive Officer. FromOperating Officer of Agropur, a top 15 global dairy processor, since December 1998 through September 2003, he was President and Chief Executive Officer and2021. He also serves as a member of the boardBoard of directorsDirectors of Spalding Sports WorldwideAgropur, USA and its successor, Top-Flite Golf Co.Agropur Inc. From 1983September 2020 to November 1998,2021, he was the Chief Supply Chain officer for Flowers Foods. Mr. Craigie held various senior management positions withCashaw was Executive Vice President and Chief Supply Chain Officer for Dean Foods the nation’s largest fluid dairy producer from March 2016 to September 2019. From October 2013 to August 2015, Mr. Cashaw was Vice President, Integrated Supply Chain for the Cheese & Dairy division at Kraft Foods Inc. PriorGroup. From April 2012 to entering private industry,September 2013, he servedwas Senior Vice President, Snacks Supply Chain at the Kellogg Company. From September 2008 to February 2012, he was the Vice President of Supply Chain for sixQuaker Foods & Snacks, and from November 2006 to September 2008 he was the Vice President, Operations, North America for Quaker Foods. Mr. Cashaw began his career at PepsiCo as a project engineer and held several operations and supply chain roles, including plant manager and director during his tenure of over 24 years as an officer inwith the U.S. Navy.

Other Boards and Appointments

Mr. Craigie currently serves as the non-executive Chairman of the board of directors of Bloomin’ Brands, Inc., a casual dining company. Mr. Craigie is also a member of the board of directors of Newell Brands, a leading

 

  

 12 

 

 

Church & Dwight Co.  | 20212024 Proxy Statement

 


   PROPOSAL 1 

 

global consumer goods company, the New York Regional Board of UNICEF and is an Advisory board member of Cove Hill Partners, LLC. From November 2006 to May 2014, he was a member of the board of directors of Meredith Corporation, a media and marketing company and from September 2013 to December 2017, Mr. Craigie was a member of the board of directors of TerraVia Holdings, Inc., a renewable oil and bioproducts company.

Director Qualifications

Mr. Craigie’s intimate knowledge of our Company, gained through over 10Cashaw’s more than 35 years of service as our Chief Executive Officer,progressive leadership experience within the consumer packaged goods industry at Fortune 300 companies and leadership over supply chain strategy and operations, enables him to provide important insights regarding our operations, includingBoard of Directors with a valuable global perspective and insight into supply chain matters, such as sales, manufacturing, distribution, finance, marketing,business analytics and strategic planning, and senior management personnel matters. In addition, his leadership in connection with several of our acquisitions and dispositions, together with his stewardship over the sale of several businesses at Spalding Sports Worldwide, underscore his strong ability to evaluate business combination and disposition opportunities. Mr. Craigie’s experience as a member of other public company boards and their committees enables him to provide valuable insights into our corporate governance and risk management.planning.

 

LOGOLOGO    

 

 

MATTHEW T. FARRELL

 

    

 

Chairman since 2019

Director since 2016

Non-Independent

Age: 6467

 

  Chair, Executive Committee

 

Professional Experience

Mr. Farrell has been our Chairman since May 2019 and President and Chief Executive Officer since January 2016. From November 2014 to December 2015, he was our Executive Vice President, Chief Operating Officer, and Chief Financial Officer, prior to which he served as our Executive Vice President, Finance and Chief Financial Officer since May 2007. From September 2006 through May 2007, he was our Vice President and Chief Financial Officer. Mr. Farrell was Executive Vice President and Chief Financial Officer of Alpharma Inc. from April 2002 through August 2006. From July 2000 through April 2002, he served as Vice President, Investor Relations & Communications at Ingersoll-Rand Ltd. From November 1994 through June 2000, he held various senior financial positions at AlliedSignal Inc.

Other Boards and Appointments

Mr. Farrell currently serveshas served as a member of the board of directors of Trinseo S.A.,PLC, a global materials supplier of synthetic rubber, latex binders, plastics, and specialty products andsince 2021. He previously served as a member of the Board of Directors of Lydall, Inc., a supplier of engineered thermal, acoustical, and filtration products, in a transitional capacity. Mr. Farrell will not stand for reelection as a director on the board of Lydall at its upcoming annual meeting of stockholdersfrom 2003 to be held on April 20, 2021, and will cease being a director on Lydall’s board at the conclusion of that meeting.2021.

Director Qualifications

Mr. Farrell’s intimate knowledge of our Company, gained through over 1417 years of executive service as our Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, combined with his four years of experience as the Chief Financial Officer of a pharmaceutical company and many years of experience in other finance and investor relations roles at large multinational companies, enable him to provide important insights and leadership to us and our Board of Directors regarding our operations, including marketing, strategic planning, mergers and acquisitions, finance and capital structure, performance management, business analytics, compliance, risk management, public company reporting and governance, and investor relations.

 

  

Church & Dwight Co.  | 20212024 Proxy Statement 

 

 

13

 


 PROPOSAL 1   

 

LOGOLOGO    

 

 

BRADLEY C. IRWIN

 

    

 

Lead Director since 2020

Director since 2006

Independent

Age: 6265

 

  Compensation & OrganizationHuman Capital
 Committee

  Governance, & Nominating &
 Corporate Responsibility
Committee

  Executive Committee

 

Professional Experience

Mr. Irwin retired in December 2018 as President and Chief Executive Officer of Welch Foods Inc., a global processor and marketer of juices and jams, where he served in that capacity since February 2009. Mr. Irwin was President of Cadbury Adams North America LLC, the North American confectionery business unit of Cadbury Schweppes plc. (“Cadbury Schweppes”), from June 2007 through November 2008. From April 2003 through June 2007, Mr. Irwin was President of Cadbury Adams USA LLC, the United States confectionery business unit of Cadbury Schweppes. Mr. Irwin served as President of Mott’s Inc., a business unit of Cadbury Schweppes, from May 2000 through April 2003. From 1980 through 1999, Mr. Irwin served in various capacities for The Procter & Gamble Company.

Other Boards and Appointments

Mr. Irwin currently serves on the boards of directors of Save the Children U.S. and Save the Children International, a large global non-profit delivering education, health and humanitarian support for disadvantaged children. He also serves on the board of directors of Bay State Milling Co, a private grain milling company. Mr. Irwin was a member of the board of directors of Welch Foods from February 2009 to December 2018.

Director Qualifications

Mr. Irwin’s more than 3040 years of experience in the consumer products industry, including his service in executive capacities at large multinational public companies that market products in the same categories as some of our products, enables him to provide valuable insights into a wide variety of matters relating to our operations. These matters include, among others, strategic planning, risk assessment, and international operations.

Other Boards and Appointments

Mr. Irwin currently serves on the boards of directors of Save the Children U.S. and Save the Children International, a large global non-profit delivering education, health and humanitarian support for disadvantaged children. He was a member of the board of directors of Welch Foods from February, 2009 to December, 2018.

 

LOGOLOGO    

 

 

PENRY W. PRICE

 

    

 

Director since 2011

Independent

Age: 5255

 

  Chair, Compensation & Human
 Capital Committee

  Audit Committee

  Compensation & Organization  Executive Committee

 

Professional Experience

Mr. Price has been the Vice President, Marketing Solutions of LinkedIn Corporation (a subsidiary of Microsoft Corporation) since October 2013. From June 2011 through October 2013, he was President of Dstillery,

       14 

  Church & Dwight Co.  |  2021 Proxy Statement


  PROPOSAL 1  

Inc., a marketing technology company formerly known as Media6Degrees, LLC. From June 2004 through June

 14 

Church & Dwight Co.  | 2024 Proxy Statement 


 PROPOSAL 1 

2011, he served in various capacities at Google, Inc., a provider of Internet-related products and services, the last of which was Vice President, Agency Sales and Partnerships, Worldwide. From July 2000 through June 2004, Mr. Price served as Sales Director of Wenner Media, LLC, a company engaged in the publication of magazines and production of radio and television programs, where he was principally responsible for revenue generation and strategic partnerships.

Director Qualifications

Mr. Price’s extensive experience as a senior executive in companies specializing in digital marketing, advertising, and social networks enables him to provide valuable perspectives on our marketing initiatives and strategies, including the use of social media and digital technology to reach new consumers.

 

LOGOLOGO    

 

 

SUSAN G. SAIDEMAN

 

    

 

Director since 2020

Independent

Age: 5861

 

  Audit Committee

  Governance, Nominating &
 Corporate Responsibility
 Committee

 

Professional Experience

Ms. Saideman is the founder of Portage Bay Limited LLC and has served as its CEO since September 2019. Ms. Saideman was Vice President, Amazon, Inc., the world’s largest online retailer, from January 2019 to August 2019, Vice President, Amazon Fashion EU from October 2016 to January 2019 and Vice President, Global Vendor Management at Amazon, Inc. from November 2013 to September 2016. From December 2007 to October 2013, Ms. Saideman was President Mars Retail Group, the group responsible for the Direct to Consumer businesses for Mars including M&M’s World, Ethel M and MyM&Ms, from January 2004 to June 2007, she was CEO Mikasa and Company/Arc International, a leader in tableware products, and from December 2002 to June 2003, President, Parker Division, Newell Rubbermaid, a leading global consumer goods company. From May 1998 to December 2002 and August 1991 to May 1998, Ms. Saideman held various positions with increasing responsibility at Campbell Soup Company, a multi-national food company and PepsiCo, one of the world’s largest food and beverage companies, respectively. Earlier in her career Ms. Saideman held positions at Mt. Trading Company, Bain & Company and Chase Manhattan Bank.

Other Boards and Appointments

Ms. Saideman is a member of the board of directors of MYT Holding LLC,Netherlands Parent B.V., an industry leader in the world of online luxury fashion and retail, and of Prepac Manufacturing Ltd. and FIRST Washington and a Member of the board of trustees of Harvey Mudd College.

Director Qualifications

Ms. Saideman’s extensive experience in the “direct-to-consumer” businesses, building brands in the consumer packaged goods industries and leadership over global operational teams, enable her to provide our Board of Directors with a valuable global perspective on direct-to-consumer matters,our digital transformation, ecommerce, marketing, innovation, international operations and technology.

 

  

Church & Dwight Co.  | 20212024 Proxy Statement 

 

 

15

 


 PROPOSAL 1   

 

LOGOLOGO    

 

 

RAVICHANDRA K. SALIGRAM

 

    

 

Lead Director since 2023

Director since 2006

Independent

Age: 6467

 

  Chair,  Compensation & Human Capital
 Committee

  Executive Committee

  Governance, &

 Nominating & Corporate
 Responsibility
Committee

  Executive Committee

 

Professional Experience

Mr. Saligram has been the President andretired in May 2023 as Chief Executive Officer and a member of the Board of Directors of Newell Brands, a leading global consumer goods company, where he served in that capacity since October 2019. Prior to that,May 2022. Mr. Saligram was the President and Chief Executive Officer and a member of the Board of Directors of Newell Brands, from October 2019 to May 2022, and the Chief Executive Officer and a member of the board of directors of Ritchie Bros. Auctioneers Incorporated, the world’s largest industrial equipment auctioneer, sincefrom July 2014.2014 to October 2019. From November 2010 through November 2013, he served as the Chief Executive Officer, President, and a member of the board of directors of OfficeMax Incorporated, a company engaged in business-to-business and retail office products distribution. From 2003 through November 2010, he served in various executive management positions with ARAMARK Corporation, a global food services company, including Executive Vice President, President, ARAMARK International, and Chief Globalization Officer, and Senior Vice President of ARAMARK Corporation. From 1994 through 2002, Mr. Saligram served in various capacities for the InterContinental Hotels Group, a global hospitality company, including as President of Brands & Franchise, North America, Chief Marketing Officer & Managing Director, Global Strategy, President, International and President, Asia Pacific. Earlier in his career, Mr. Saligram held various general and brand management positions with S. C. Johnson & Son, Inc. in the United States and overseas.

Other Boards and Appointments

Mr. Saligram was a member of the board of directors of Ritchie Bros. Auctioneers Incorporated from July 2014 to October 2019.2019 and Newell Brands from October 2019 to May 2023.

Director Qualifications

Mr. Saligram’s extensive experience building businesses and brands in the industrial products, office products distribution, consumer packaged goods, hospitality, and consumer and managed services industries and leadership over operational teams in a large number of countries, enable him to provide our Board of Directors with a valuable global perspective on governance and control matters, as well as on strategic planning and risk assessment.

 

  

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   PROPOSAL 1 

 

LOGOLOGO    

 

 

ROBERT K. SHEARER

 

    

 

Director since 2008

Independent

Age: 6972

 

  Chair,  Audit Committee

  Executive Committee

 

Professional Experience

Mr. Shearer retired in March 2015 as Senior Vice President and Chief Financial Officer of VF Corporation, a global lifestyle apparel company, where he served in that capacity since May 2005. He also served VF Corporation in several other capacities since 1986, including Vice President, Finance and Chief Financial Officer from July 1998 to May 2005. Earlier in his career, Mr. Shearer held a senior audit position with Ernst & Young LLP.

Other Boards and Appointments

Mr. Shearer currently serves on the board of directors of YETI Holdings, Inc., a designer, marketer, retailer, and distributor of a variety of innovative, branded, premium products to a wide-ranging customer base and Kontoor Brands, Inc. a global lifestyle apparel company. From May 2015 through April 2016, Mr. Shearer served as a member of the board of directors of The Fresh Market, Inc., a specialty grocery retailer.

Director Qualifications

Mr. Shearer’s recent role as Chief Financial Officer of VF Corporation, coupled with his 12 years of experience in public accounting, enables him to provide our Board of Directors and the Audit Committee with important insights on a range of financial and internal control matters, as well as on matters relating to capital structure, information systems, risk management, public company reporting and investor relations. In addition, his participation in VF Corporation expansion initiatives, including a number of acquisitions and growth in international markets, enables him to provide important insights on international operations, business combination opportunities, and strategic planning.

 

LOGOLOGO    

 

 

JANET S. VERGIS

 

    

 

Director since 2014

Independent

Age: 5659

 

  Audit  Chair, Governance,
 Nominating &
 Corporate Responsibility
 Committee

  Governance  Compensation & NominatingHuman
 Capital
Committee

  Executive Committee

 

Professional Experience

Ms. Vergis served as an Executive Advisor for private equity firms from January 2013 to December 2019, where she identified and evaluated healthcare investment opportunities. From January 2011 to August 2012, she

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  PROPOSAL 1  

was the Chief Executive Officer of OraPharma, Inc., a specialty pharmaceutical company dedicated to oral health, where she led that company’s successful turnaround and its subsequent sale. From 2004 to 2009, Ms. Vergis served as President of Janssen Pharmaceuticals, McNeil Pediatrics and Ortho-McNeil Neurologics. From 1988 to 2004, she served in various positions of increasing responsibility in executive leadership, research and development, new product development, sales, and marketing with Johnson & Johnson and its subsidiaries.

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 PROPOSAL 1 

Other Boards and Appointments

Ms. Vergis is currently a member of the board of directors of Teva Pharmaceutical Industries, a global leader in generics and biopharmaceuticals, and Dentsply Sirona, the world’s largest manufacturer of professional dental solutions.solutions and SGS, a leading testing, inspection and certification company. She was also a member of the board of directors of Amneal Pharmaceuticals, Inc. and MedDay Pharmaceuticals from 2015 to 2019 and 2016 to 2021, respectively.

Director Qualifications

Ms. Vergis’ more than 3035 years of healthcare leadership experience, together with her extensive background in research and development, new product development (including products regulated by the U.S. Food and Drug Administration), sales, and marketing, combined with her focus in the areas of oral health and women’s health, enable her to provide important perspectives to our Board of Directors on a range of matters relating to our operations.

 

LOGOLOGO    

 

 

ARTHUR B. WINKLEBLACK

 

    

 

Director since 2008

Independent

Age: 6366

 

  Chair, Compensation &   OrganizationAudit Committee

  Executive Committee

 

Professional Experience

Mr. Winkleblack retired in June 2013 as Executive Vice President and Chief Financial Officer of the HJ Heinz Company, a global packaged food manufacturer, where he had served in such capacity since January 2002. From 1999 through 2001, Mr. Winkleblack was Acting Chief Operating Officer, Perform.com, and Chief Executive Officer, Freeride.com, at Indigo Capital. Earlier inPrior to his career,tenure with Heinz, Mr. Winkleblack held senior financeexecutive positions at thewith various private equity owned businesses from 1996 to 2001, including Perform.com and Freeride.com as part of Indigo Capital, C. Dean MetropoulosMetropolous Group and Six Flags Entertainment Corporation,Corporation. He was VP & CFO of Commercial Avionics Systems, a division of AlliedSignal, Inc.,from 1994 to 1996. Previously, he held various finance, strategy and business planning roles at PepsiCo Inc. from 1982 to 1994. Mr. Winkleblack also provided financial and capital markets consulting services to Ritchie Brothers Auctioneers (“RBA”), an industrial auctioneer, from 2014 to 2019. He served as the Senior Advisor to the then RBA’s CEO, Ravichandra K. Saligram, who also serves on our Board of Directors.

Other Boards and Appointments

Mr. Winkleblack currently serves as a member of the board of directors of The Wendy’s Company, a global quick service restaurant company and Aramark, a global provider of food, facility and uniform services. Hecompany. Previously, he was a member of the Board of Directors of RTI International Metals, Inc.,Aramark, a NYSE-listed company specializing in advanced titanium products forglobal provider of food, facilities and uniform services from 2019 to 2024, and a member of the aerospace, defense and medical device markets andBoard of Directors of Performance Food Group, a company specializing in the distribution of food and food-related products to customers throughout the United States, from 2013 to 2015 and 2015 to 2019, respectively.

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  PROPOSAL 1  

2019.

Director Qualifications

Mr. Winkleblack’s substantial executive experience across a broad range of industries enables him to provide our Board of Directors with knowledgeable perspectives on strategic planning, international operations, and mergers and acquisitions. In addition, his nearly 12 years of experience as the Chief Financial Officer of a large, multinational, consumer goods company enables him to bring important perspectives to our Board of Directors on performance management, business analytics, finance and capital structure, compliance, information technology, risk management, public company reporting, and investor relations.

 

LOGO

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 PROPOSAL 1 

LOGO  

 

 

LAURIE J. YOLER

 

    

 

Director since 2018

Independent

Age: 5659

 

  Governance & Nominating   Committee

  Compensation & OrganizationHuman
 Capital
Committee

  Governance, Nominating &
 Corporate Responsibility
 Committee

 

Professional Experience

Ms. Yoler is a General Partner at Playground Global, a technology and life sciences venture capital firm in Silicon Valley. She was the Senior Vice President, Business Development of Qualcomm, Inc. and President, Qualcomm Labs, a wholly-owned subsidiary of Qualcomm, Inc., from March 2013 to January 2016, driving internal innovation and exploring opportunities for new businesses, strategic partnerships, acquisitions, investments, and divestitures. From February 2006 to March 2013, Ms. Yoler was a partner and Managing Director at GrowthPoint Technology Partners, a Silicon Valley based investment bank. From September 2004 to July 2005, Ms. Yoler served as Chief Development Officer of Intellectual Ventures LLC, a private equity firm. From March 2001 to September 2004 Ms. Yoler was Vice President, Business Development and Marketing at Packet Design and Precision I/O, two early-stage technology firms. Prior to that, Ms. Yoler was an integral part of the development and launch of many new innovations and products in her roles at Visa Inc., Sun Microsystems, Accenture PLC and PricewaterhouseCoopers.

Other Boards and Appointments

Ms. Yoler serves on the Board of Directors of Bose Corporation, a company that designs, develops and sells audio equipment. From 2015 to 2020, Ms. Yoler served as a board member and strategic advisor to Zoox Inc. in the AI/autonomous vehicle and AI software industry until its acquisition by Amazon. She currently serves as a member of the boardsboard of directors of two privately held technology companies, Lacuna and Leaf Logistics.company, Saltbox. From 2003 to 2008, Ms. Yoler was a founding member of the Board of Directors of Tesla, Inc., a company that designs, develops, manufacturesengages in the design, development, manufacture, and sellssale of fully electric vehicles, energy generation and advanced electric vehicle powertrain components.storage systems. Ms. Yoler served on Tesla’s advisory board from 2008 until 2013.

Director Qualifications

Ms. Yoler’s extensive experience in the technology industry, spanning strategy, product, corporate development, global sales and marketing, mergers and acquisitions and business development, enables her to provide valuable insights into a wide variety of matters relating to technology, acquisitions, marketing, business development, and international operations.

 

  

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 CORPORATE GOVERNANCE   

 

CORPORATE GOVERNANCE AND OTHER BOARD MATTERS

BOARD COMPOSITION

Our Board of Directors is currently comprised of James R. Craigie,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.

CORPORATE GOVERNANCE GUIDELINES AND OTHER CORPORATE GOVERNANCE DOCUMENTS

Our Corporate Governance Guidelines, including guidelines for the determination of director independence, the responsibilities and duties of our Board of Directors, director access to management and independent advisors, director compensation, the committees of our Board of Directors, and other matters relating to our corporate governance, are available on the “Investors” page of our website, www.churchdwight.com. Also available on the “Investors” page are other corporate governance documents, including our Code of Conduct (“Code of Conduct”) and the Charters of the Audit Committee, Compensation & OrganizationHuman Capital Committee, Governance, Nominating & Corporate Responsibility Committee, and Governance & Nominating Committee.our Political Contributions Policy.

Our website is not part of this proxy statement; references to our website address in this proxy statement are intended to be inactive textual references only.

BOARD OF DIRECTORS INDEPENDENCE

Our Corporate Governance Guidelines provide that a majority of our Board of Directors shall consist of independent directors who meet the criteria for independence required by the NYSE listing standards. A director will be considered independent if our Board of Directors affirmatively determines that the director has no material relationship with us (directly, or as a partner, stockholder, or officer of an organization that has a relationship with us). In assessing the materiality of a relationship, our Board of Directors considers all relevant facts and circumstances. In addition to the independence standards established by the NYSE, we have adopted categorical standards under the Corporate Governance Guidelines designed to assist our Board of Directors in assessing independence. Under these standards, none of the following relationships necessarily disqualifies a director or nominee from being considered “independent”:

 

A director’s or a director’s immediate family member’s ownership of five percent or less of the equity of an organization that has a relationship with us;

 

A director’s service as an executive officer of or employment by, or a director’s immediate family member’s service as an executive officer of, a company that makes payments to or receives payments from us for property or services in an amount which, in any of the last three fiscal years, is less than the greater of $1 million or two percent of such other company’s consolidated gross revenues; or

 

A director’s service as an executive officer of a charitable organization that received annual contributions from the Company that have not exceeded the greater of $1 million or two percent of such charitable organization’s annual gross revenues in any of such charitable organization’s last three fiscal years.

Our Board of Directors reviewed and analyzed the independence and each nominee for director in January 20212024 to determine whether any particular relationship or transaction involving any director, or any director’s affiliates or immediate family members, was inconsistent with a determination that the director is independent for purposes of serving on our Board of Directors and its committees. During this review, our Board examinedconsidered whether there were any transactions andor relationships between directorseach director nominee or their affiliates and family members and Church & Dwight. As a result of this review, in January 2021, our Board affirmatively determined that each of James R. Craigie,Bradlen S. Cashaw, 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 is independent within the meaning of the NYSE listing standards and

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  CORPORATE GOVERNANCE  

under the categorical standards described in the Corporate Governance Guidelines. Our Board also determined that Robert D. Leblanc, who served on the Board until the conclusionMr. Farrell, our Chief Executive Officer, is not one of our 2020 Annual Meeting of Stockholders, was an independent director.directors.

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 CORPORATE GOVERNANCE 

Our Board of Directors has further determined that each of the members of the Audit Committee, Compensation & OrganizationHuman Capital Committee, and Governance, Nominating & NominatingCorporate Responsibility Committee is independent within the meaning of the NYSE listing standards, and that the members of the Audit Committee and the Compensation & OrganizationHuman Capital Committee meet the additional independence requirements of the NYSE listing standards applicable to audit committee members and compensation committee members, respectively. In addition, the members of the Compensation & OrganizationHuman Capital Committee are “non-employee directors” as defined under applicable SEC rules.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the directors who served on the Compensation & OrganizationHuman Capital Committee in fiscal year 20202023 has ever served as one of our officers or employees. In addition, none of the directors who served on the Compensation & OrganizationHuman Capital Committee had any relationship with us or any of our subsidiaries during fiscal year 20202023 pursuant to which disclosure would be required under applicable rules and regulations of the SEC pertaining to the disclosure of transactions with related persons. During fiscal year 2020,2023, none of our executive officers served as a member of the compensation committee (or other committee performing similar functions or, in the absence of any such committee, the entire board of directors), of any other entity of which an executive officer of such other entity served on our Board of Directors or the Compensation & OrganizationHuman Capital Committee.

EXECUTIVE SESSIONS OF INDEPENDENT DIRECTORS

Our Board of Directors meets in regularly scheduled executive sessions without any members of our management, including the CEO, present. The Lead Director, currently Mr. Irwin,Saligram, is responsible for chairing the executive sessions of our Board of Directors. In addition, each of the Compensation & Organization,Human Capital, Governance, Nominating & NominatingCorporate Responsibility and Audit Committees regularly meet alone in scheduled executive sessions without any members of our management, including the CEO, present.

BOARD OF DIRECTORS EDUCATION

Regular continuing education programs enhance the skills and knowledge directors use to perform their responsibilities. These programs may include internally developed programs or programs presented by third parties. In 2023, in addition to the regular sustainability and cybersecurity updates and functional deep dives the Board receives at each meeting, the full Board hosted artificial intelligence (AI) experts and engaged in discussions around the current landscape of AI risks, among other topics. Additionally, we encourage our directors to participate in external continuing director education programs. New directors also participate in comprehensive orientation sessions that provide them with a thorough understanding of their fiduciary duties as well as a robust overview of the Company’s business and strategies, which allows new directors to begin making contributions to the Board at the start of their service.

BOARD OF DIRECTORS RISK OVERSIGHT

Our Board of Directors, acting principally through the Audit Committee, is actively involved in the oversight of the significant risks affecting our business. Our Board of Directors’ and the Audit Committee’s risk oversight activities are focused on management’s risk assessment and management processes, as well as on our ethics and compliance program.

Our Internal Audit departmentDepartment administers a vigorous riskan annual detailed Enterprise Risk Management assessment effort every other year, in collaboration with all of our directors and executive officers. This process is designedmanagement to identify and rank the most significant risks that affect our Company, including consideration of a large number of risks associated with companies in the consumer products industry. Formal alignment of the most significant risks occurs between the Board and executive management every other year and as changes in the risk environment necessitate. The assessed risks encompass, among others, economic, industry, enterprise, operational, cybersecurity, data privacy, compliance, sustainabilitySustainability and environmental, social and governance (“ESG”)ESG (including climate change) and financial risks. Our President and Chief Executive Officer assigns an executive officer to lead the management of each of those risks identified as among the most significant. As part of the risk management process, our Internal

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 CORPORATE GOVERNANCE 

Audit departmentDepartment annually prepares an Internal Audit project plan under which it reviews activities directed to mitigate business and financial related risks. This plan is subject to Audit Committee approval.

Our Director, Internal Audit (“Internal Audit Director”) meets quarterly with our executive officers to assess any changes in the magnitude of identified risks, as well as the status of mitigation activities with regard to the most significant risks. Our Internal Audit Director reports directly to the Audit Committee and advises the Audit Committee on a quarterly basis regarding management’s risk assessment process and the progress of mitigation activities designed to facilitate the maintenance of risk within acceptable levels. The Audit Committee, in turn, reports to our Board of Directors with regard to these matters on a quarterly basis.

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee oversight of cybersecurity and other information technology risks. The Audit Committee oversees management’s implementation of our cybersecurity risk management program, including reviewing risk assessments from management with respect to our information technology systems and procedures, and overseeing our cybersecurity risk management processes. The Audit Committee, which is tasked with oversight of certain risk issues, including cybersecurity, receives reports from the Senior Vice President, Global Chief Information Officer and the Vice President, Chief Information Security Officer (“CISO”) each quarter. At least annually, the Board of Directors and the Audit Committee also receive updates about the results of exercises and response readiness assessments led by outside advisors who provide a third-party independent assessment of our technical program and our internal response preparedness. The Audit Committee regularly briefs the full Board of Directors on these matters, and the full Board also receives quarterly updatesperiodic briefings regarding our Information Security Program and cyber threats in order to enhance our directors’ literacy on cyber issues. In addition, management will update the Audit Committee, as necessary, regarding cybersecurity incidents, that we may experience. Our management team, including our Chief Information Officer, is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility for our overall cybersecurity risk management program and oversees both our internal cybersecurity personnel and our retained external cybersecurity consultants. Our management team’s cybersecurity risk management is led by our CISO, who has significant experience across digital innovation and technology-enabled growth, information security, infrastructure, operations and compliance. Our management team supervises efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, which include briefings from our Vice President, Global CIO.

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  CORPORATE GOVERNANCE  

internal security personnel; threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us; and alerts and reports produced by security tools deployed in the IT environment.

Our Executive Vice President and General Counsel leads our ethics and compliance risk oversight program through the Compliance Council, which is comprised of various functional representatives and compliance subject matter experts. The Compliance Council meets regularly to review the health of the program, opportunities for improvement, and the status of execution against agreed program priorities. Our Executive Vice President and General Counsel also meets regularly with the Audit Committee, either alone or together with subject matter experts from the Compliance Council, to review the health of our compliance and ethics program, its priorities, and the status of execution against those priorities. Annually, our Executive Vice President and General Counsel provides a comprehensive review of the compliance and ethics program to our Board of Directors, and supplements this review, from time to time, as requested by our Board of Directors or as appropriate with respect to specific compliance risk areas or issues.

Our Executive Vice President and General Counsel, Executive Vice President, Chief Technology Officer & Global New Product Innovation, Executive Vice President, Chief Supply Chain Officer and Executive Vice Presidents of Global Research & Development, Global Operations and GlobalPresident, Chief Human Resources Officer lead our sustainabilitySustainability program and ESG programinitiatives through the Corporate Issues Council (the “Council”) which is comprised of various functional representatives and subject matter experts. The Council meets regularly to review the health of the program, opportunities for improvement, and the status of execution against agreed program priorities. Our Executive Vice President and General Counsel also meets regularly with the Governance, Nominating & NominatingCorporate Responsibility Committee, together with subject matter experts from the Council, to review the health of our sustainabilitySustainability program and ESG program, its priorities, and the status of execution against those priorities.them. The Chair of our Governance, Nominating & NominatingCorporate Responsibility Committee reviews the status of our sustainabilitySustainability program and ESG programpriorities with our Board of Directors at each regularly scheduled Board meeting, and supplements this review, from time to time, as requested by our Board of

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 CORPORATE GOVERNANCE 

Directors or as appropriate with respect to specific sustainabilitySustainability program and ESG matters,priorities, other than those related to human capital matters, including diversity, equity and inclusion (“DEI”), which are overseen by the Compensation & OrganizationHuman Capital Committee and reported on to the Board by the Chair of that Committee.

In addition to the efforts of our Board of Directors and the Audit Committee to address risk oversight, the Compensation & OrganizationHuman Capital Committee annually reviews our compensation policies and practices to confirm that such compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our Company. As a result of its most recent review in 2020,2023, the Compensation & OrganizationHuman Capital Committee concluded that our incentive compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us for the following reasons:

 

Awards are earned based on achievement of corporate performance objectives under the Annual Incentive Plan.

 

The four 2020five 2023 performance metrics selected under our Annual Incentive Plan were counterbalanced so that, for example, an undue focus on net sales at the expense of gross margins would not result in a higher payout.

 

We cap maximum awards under the Annual Incentive Plan. The Annual Incentive Plan uses a performance rating system which corresponds to a payout range from 0.0 (0 percent of target) to a maximum of 2.0 (2003.5 (350 percent of target), which. This limits the potential for excessive emphasis on short-term incentives.

 

Stock options constitute a substantial portion of an executive’s total remuneration and vest as to all underlying shares on the third anniversary of the date of grant. This structure encourages a longer-term focus and rewards our executives only if the price of our common stock appreciates above the exercise price of the stock option. In 2023, performance stock units and restricted stock units were incorporated into the long-term incentive program for the executive leadership team.

 

Annual stock option grantslong-term incentive awards result in overlapping three-year vesting periods, which reduces the risk of an inappropriate focus on one vesting date and which encourages continued retention and incentives.

 

Our stock ownership guidelines require that our executives hold a significant amount of our common stock to further align their interests to the interests of our stockholders on a long-term basis.

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  CORPORATE GOVERNANCE  

Our Board of Directors believes that our compensation system, our division of risk oversight responsibilities, and our Board of Directors’ leadership structure comprise and support the most effective risk management approach.

BOARD OF DIRECTORS LEADERSHIP STRUCTURE

The Corporate Governance Guidelines provide that our Board of Directors may determine from time to time what leadership structure works best for our Company, including whether the same individual should serve both as Chairman of our Board of Directors and Chief Executive Officer. In addition, the guidelines provide that if the same individual serves as Chairman of our Board of Directors and CEO, or the Chairman is otherwise not independent, our Board of Directors shall have an independent Lead Director, as selected by the independent members of the Board.

The Board of Directors believes the most effective leadership structure for the Company at this time is one with a combined Chairman and CEO, coupled with an independent Lead Director. Having a combined Chairman and CEO promotes a cohesive vision and strategy for the Company and enhances our ability to execute effectively. We have found that this structure fosters leadership and communication advantages and efficiencies. Mr. Farrell, our current Chairman and CEO, is in an optimal position to identify, and to lead Board discussions on, important matters related to our business operations and related risk. Mr. Farrell’s in-depth knowledge of our

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 CORPORATE GOVERNANCE 

strategic priorities and operations enables him to facilitate effective communication between management and our Board of Directors and ensure that key issues and recommendations are brought to the attention of our Board of Directors and management. We believe that Mr. Farrell is an effective spokesperson for management and our Board of Directors by serving in both positions.

The Board created the Lead Director role as an integral part of a leadership structure that promotes strong, independent oversight of the Company’s management and affairs. Mr. IrwinSaligram has served as the Lead Director since January 2020. TheFebruary 2023, succeeding Mr. Irwin in that role. Key responsibilities of the Lead Director presides overare to:

assist the Board, the Chief Executive Officer and other members of management in promoting compliance with and implementation of the Corporate Governance Guidelines;

preside at the executive sessions of the independent directors and hashave the authority to call additional executive sessions. The Lead Director also consults withsessions or meetings of the entireindependent directors;

preside at Board meetings in the Chair’s absence;

review and approve information sent to the Board;

review and approve meeting agendas for the Board and approve meeting schedules to ensure sufficient time for discussion of Directors and with our Chairman, President and CEO and our Secretary on Board of Directors meeting agendas. In addition, the Lead Director acts as a contact person to all agenda items;

facilitate communications between employees, stockholders and others with the independent directors.directors;

be available for consultation and direct communication with major stockholders if requested; and

monitor and evaluate, along with the members of the Compensation & Human Capital Committee and the other independent directors, the performance of the Chief Executive Officer.

We believe that the presence of a Lead Director enhances the ability of our Board of Directors to provide additional independent oversight and supplements the following corporate governance practices, which also facilitate independent oversight:

 

All of our directors, other than our Chairman, President and CEO, are independent.

 

All of the members of the Audit Committee, Compensation & OrganizationHuman Capital Committee, and Governance, Nominating & NominatingCorporate Responsibility Committee are independent.

 

Our Board of Directors and each of its standing committees meet in regularly scheduled executive sessions without the presence of management.

 

Our Board of Directors completes an annual assessment of the effectiveness of the full Board of Directors, each of its standing committees, and individual directors.

COMMUNICATION WITH THE BOARD OF DIRECTORS

While management has primary responsibility for stockholder engagement, our Board of Directors is regularly informed about management’s stockholder engagement efforts as part of its oversight role and is committed to enhancing stockholder value and to considering requests from our stockholders that will help us achieve this goal. Our stockholder engagement practices and controls, which are designed to support our commitment to constructive communications between our stockholders and the independent directors, include the ability of our stockholders to attend the Annual Meeting, an annual advisory vote on executive compensation (“say-on-pay”), the ability to submit stockholder proposals and recommend candidates for election to our Board, and the ability to communicate directly with our Board of Directors.

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  CORPORATE GOVERNANCE  

Our Lead Director acts as a contact person to facilitate communications between employees, stockholders and others with the independent directors. The Lead Director is responsible for ensuring that stockholder requests, recommendations, and proposals regarding governance-related matters are evaluated by the Governance, Nominating & NominatingCorporate Responsibility Committee, the Compensation & OrganizationHuman Capital Committee, or Audit Committee, as appropriate, and then by our Board of Directors based on the applicable Committee’s recommendation.

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 CORPORATE GOVERNANCE 

Any person who wishes to communicate with our Board of Directors, including the Lead Director or the independent directors as a group, may direct a written communication to our Board of Directors, the Lead Director, or the independent directors, at: Church & Dwight Co., Inc., Princeton South Corporate Park, 500 Charles Ewing Boulevard, Ewing, New Jersey 08628, Attention: Secretary. Such correspondence (other than solicitations) will be logged in and forwarded to the Lead Director.

STOCKHOLDER ENGAGEMENT

We recognize the value of and are committed to engaging with our stockholders and soliciting their views and input on various topics. We approach stockholder engagement through various avenues:

Annual Stockholders Meeting

Our annual stockholder meeting is conducted virtually through a live webcast and online stockholder tools, which we believe enhances rather than constrains stockholder access and participation. We initially adopted a virtual meeting format during the first year of the COVID-19 pandemic and continue to believe that this practice facilitates stockholder attendance and enables stockholders to participate fully, and equally, from any location around the world, at no cost. This format allows all stockholders to communicate with us both in advance of and during the meeting and provides a forum to ask questions of the members of our Board and management. We believe this is the right choice for a Company with a global stockholder base, not only saving costs for the Company and its stockholders, but also increasing the ability to engage with all stockholders, regardless of the amount of stock owned or physical location.

We do not place restrictions on the type or form of questions that may be asked but reserve the right to edit inappropriate questions. During the live Q&A session of the meeting, we endeavor to answer pertinent questions asked during the meeting as well as those asked in advance, as time permits. If we are unable to respond to a stockholder’s properly submitted question during the meeting, we may provide written responses on our corporate website shortly after the meeting, depending on the subject matter and relevance of the questions. Although the live webcast is available only to stockholders at the time of the meeting, a replay of the meeting is made publicly available on the Company’s investor relations website.

For more information about the virtual stockholder meeting, see “Information About The Annual Meeting And Voting.”

Investor Meeting

We hold our annual Investor Meeting (“Investor Meeting”) in January or February of each year. At the Investor Meeting, our CEO and CFO and other members of the executive leadership team discuss the previous quarter and year-end results and provide an update on our strategy and the financial outlook for our upcoming fiscal year. The Investor Meeting is an important opportunity for investors to have access to our management team and provides a deeper understanding of, and direct insight into, our business, strategy, and outlook, as well as any other important topics.

Year-Round Engagement

Our stockholder engagement practices and controls, which are designed to support our commitment to constructive communications between our stockholders and the independent directors, include the ability of our stockholders to cast an annual advisory vote on executive compensation (“say-on-pay”), the ability to submit stockholder proposals and recommend candidates for election to our Board, and the ability to communicate directly with our Board of Directors.

We also engage with our stockholders throughout the year. Our comprehensive stockholder engagement program includes, in addition to the Annual Stockholder Meeting and Investor Meeting, earnings calls and post-earnings communications, conference presentations and meetings, individual meetings and responses to investor inquiries. The multi-faceted nature of our program allows us to maintain meaningful engagement with our broad investor community, including advisory firms.

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We value our stockholders’ feedback and are committed to engaging in constructive and meaningful dialogue with stockholders throughout the year, including with respect to our performance, governance practices, executive compensation, and the Board’s oversight of risk, strategy, talent and ESG matters. In 2023, we engaged with a number of stockholders, and topics discussed included our executive compensation program, governance practices, Board education, risk management, DEI, Sustainability and ESG. Meetings regarding those matters were led by our CFO, with support from various subject matter experts within the Company, including our General Counsel, and in some instances a Board member. In addition, we hosted numerous investor meetings on our business performance, category performance, and competitive actions. Those meetings were attended at times by both our CEO and CFO or with our CFO and an investor relations representative. Maintaining a disciplined approach to the discussions and allowing adequate meeting time ensures that matters important to stockholders are not neglected in favor of addressing only current salient issues. Summaries of all of these communications are provided to our Nominating, Governance & Corporate Responsibility Committee, as well as our Compensation & Human Capital Committee, as applicable, and the Board.

We remain committed to these ongoing discussions and welcome feedback from all stockholders, who can contact our directors or executive officers as described under “Communication with the Board of Directors.”

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

Committees of the Board of Directors

The Board has four standing committees as set forth in the table below, as well as a Finance Committee that meets on an ad hoc basis. During 2020,2023, each incumbent director attended at least 75 percent of the aggregate number of meetings held by our Board and all Board committees on which such director served. The following table shows the current members of each of the four standing committees and the number of meetings held during fiscal 2023.

 

    

Director

 

Board

  Audit     

Compensation

and

Organization

 

Governance

and

Nominating

  Executive 

Board  

   Audit   

Compensation 

& 

Human Capital 

 

Governance,

Nominating &
Corporate
Responsibility

 Executive
    

James R. Craigie

   

 

 

 

 

 

   

 

Bradlen S. Cashaw 

 

  

 

   

 

    

Matthew T. Farrell

 Chair  

 

 

 

 

 

  Chair 

Chair 

 

 

 

 

 

 

 Chair
    

Bradley C. Irwin

 Lead Director  

 

     

 

 

    

 

    

Penry W. Price

   ✓      

 

   

 

 

  Chair  

 

 
    

Susan G. Saideman

   ✓     

 

 

 

   

 

 

  

 

   

 

    

Ravichandra K. Saligram

   

 

 

 

 Chair   

Lead Director   

 

 

   
    

Robert K. Shearer

   Chair     

 

 

 

   

  

 

 

 

  

 

    

Janet S. Vergis

   ✓     

 

    

 

 

 

 

  Chair 
    

Arthur B. Winkleblack

   

 

 Chair 

 

   

 Chair  

 

 

 

 
    

Laurie J. Yoler

   

 

     

 

 

 

 

    

 

    

Number of Meetings in 2020

 12  5     4 8  0
Number of Meetings in 2023 

7 

 5  4  4 0

Although we do not have a formal policy requiring attendance of directors at our Annual Meetings, we expect all directors to attend the Annual Meeting absent exceptional circumstances. All incumbent directors attended the 20202023 Annual Meeting.

Audit Committee. Under its Charter, the Audit Committee, among other responsibilities, (i) has sole authority to retain, set compensation and retention terms for, terminate, and oversee and evaluate the activities of, our independent registered public accounting firm; (ii) reviews and approves in advance the performance of all

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audit and permitted non-audit services, subject to the pre-approval policy discussed below under “Pre-Approval of Audit and Permissible Non-Audit Services”; (iii) reviews and discusses with management and our independent registered public accounting firm the annual audited financial statements and quarterly financial statements and certain other disclosures included in our filings with the SEC; (iv) reviews and discusses with management earnings press releases prior to their release; (v) discusses with management, internal audit personnel, and our independent registered public accounting firm, our risk assessment and risk management policies, including our major financial risk exposures, and the security of the Company’s computerized information systems including cybersecurity;and risks from cyber threats; (vi) oversees the internal audit function; (vii) discusses with management, internal audit personnel,

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and our independent registered public accounting firm the adequacy and effectiveness of our financial reporting processes, internal control over financial reporting, and disclosure controls and procedures; (viii) keeps the independent auditors informed of the relationships and (viii)transactions with related parties that are significant to the Company; and (ix) oversees the adoption, periodic review, and oversight of policies and procedures regarding business conduct and oversees our compliance and ethics program.

Our Board of Directors has determined that each of Mr. Shearer and Mr. Winkleblack is an “audit committee financial expert” within the meaning of SEC regulations.

The Audit Committee has established procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls and auditing matters and the receipt of confidential, anonymous submissions by our employees with respect to concerns regarding potential violations of our compliance and ethics program, including questionable accounting or auditing matters. Such complaints and submissions may be made by writing to the following address: Church & Dwight Co., Inc., Princeton South Corporate Park, 500 Charles Ewing Boulevard, Ewing, New Jersey 08628, Attention: Secretary. Complaints may also be made via the Internet at www.churchdwight.ethicspoint.com, or by calling our toll-free hotline. The Audit Committee regularly receives reports regarding potential violations of our compliance and ethics program and oversees certain investigations relating thereto. The number for calls placed within the United States and Canada is (855) 384-9879. The numbers for calls placed in other countries may be found on the Internet at www.churchdwight.ethicspoint.com.https://secure.ethicspoint.com/domain/media/en/gui/33731/index.html. Such correspondence will be logged in and forwarded to the Chair of the Audit Committee or his/her designated delegates, who provide the Audit Committee with regular reports.

Compensation & OrganizationHuman Capital Committee. Under its Charter, the Compensation & OrganizationHuman Capital Committee is responsible for approving the specific salary, bonuses, stock awards, and other compensation for our elected officers, which includes our named executive officers identified in the Summary Compensation Table on page 62.Table. The Compensation & OrganizationHuman Capital Committee also, among other responsibilities,responsibilities: (i) oversees the design of our executive compensation programs, policies, and practices; (ii) reviews and approves the adoption, termination, and amendment of, and administers, our incentive and equity compensation plans; (iii) reviews and approves the adoption, termination and amendment of the health, welfare, wealth accumulation, retirement and other benefit plans of the Company and, where appropriate, its affiliates; (iv) reviews and approves annually corporate goals and objectives as they relate to CEO and other executive officer compensation; (iv)(v) evaluates at least annually the performance of the CEO and the other executive officers and establishes their respective compensation; (v)(vi) evaluates whether our compensation policies and practices for our executive officers and other employees create risks that are reasonably likely to have a material adverse effect on us; (vi)(vii) collaborates with the Governance, Nominating & NominatingCorporate Responsibility Committee, regarding recommendations to our Board of Directors concerning executive officer succession; (vii)(viii) collaborates with the Governance, Nominating & NominatingCorporate Responsibility Committee, regarding recommendations to our Board of Directors concerning non-employee director compensation; and (viii)(ix) recommends to the Board the development, selection, retention, and dismissal of elected officers. The Compensation & OrganizationHuman Capital Committee also reviews and discusses with management the development, implementation and effectiveness of the Company’s policies and strategies related to its human capital matters with respect to the Company,management function, including but not limited to,policies and strategies regarding the development, attraction, and retention of Company personnel, employee diversity, equityDEI, workplace environment and inclusion,culture, and internal communicationcommunications programs.

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In considering executive compensation, the Compensation & OrganizationHuman Capital Committee considers the executive compensation recommendations as well as the comparative public company data provided by independent compensation consultants engaged directly by the Compensation & OrganizationHuman Capital Committee. Semler Brossy Consulting Group, LLC (“Semler Brossy”) serves as the Compensation & OrganizationHuman Capital Committee’s independent compensation consultant and does not provide any other services to us. See “Compensation Discussion and Analysis” for additional information regarding the services provided by Semler Brossy and information considered by the Compensation & OrganizationHuman Capital Committee. The Compensation & OrganizationHuman Capital Committee also takes into account statistical data and recommendations of our CEO. However, our CEO does not make recommendations and does not participate in any discussions or decisions regarding his own compensation.

Governance, Nominating & NominatingCorporate Responsibility Committee. Under its Charter, the Governance, Nominating & NominatingCorporate Responsibility Committee, among other responsibilities, (i) develops and periodically reviews, and recommends to our Board of Directors, criteria for the selection of new directors to serve on our Board of Directors; (ii) identifies individuals qualified to become members of our Board of Directors consistent with our Board of Directors’ criteria for selecting new

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directors set forth in the Corporate Governance Guidelines; (iii) recommends to our Board of Directors, director nominees to be elected at the next annual meeting of stockholders and, where applicable, to fill vacancies; (iv) considers and makes recommendations to our Board of Directors on questions of independence and possible conflicts of interest of members of our Board of Directors and executive officers in accordance with the Corporate Governance Guidelines; (v) in collaboration with the Compensation & OrganizationHuman Capital Committee, makes recommendations to our Board of Directors concerning executive officer succession; (vi) oversees Board of Directors and committee evaluations; (vii) makes recommendations to our Board of Directors regarding corporate governance matters; (viii) reviews and make recommendations to the Board of Directors on policies and procedures regarding political contributions and membership in trade associations and other tax-exempt organizations; (ix) in consultation with the Compensation & OrganizationHuman Capital Committee, periodically reviews and makes recommendations to our Board of Directors regarding the compensation of our non-employee directors, and the principles upon which such compensation is determined; and (ix)(x) oversees the Company’s Sustainability program and ESG and sustainability program,priorities, including, but not limited to, the Company’s environmental, climate change, policiesresponsible packaging, responsible sourcing and programsproduct ingredients (other than those related to human capital matters, including diversity, equity and inclusion,DEI, which are overseen by the Compensation & OrganizationHuman Capital Committee).

The Governance, Nominating & NominatingCorporate Responsibility Committee recommends to our Board of Directors candidates for nomination to our Board of Directors. When considering individuals to recommend for nomination, the Governance, Nominating & NominatingCorporate Responsibility Committee seeks persons with diverse backgrounds who possess the following characteristics: integrity, education, commitment to our Board of Directors, business judgment, business experience, accounting and financial expertise, diversity, reputation, civic and community relationships, high performance standards, and the ability to act on behalf of stockholders.

The Governance, Nominating & NominatingCorporate Responsibility Committee will consider recommendations for director candidates from stockholders. Stockholder recommendations of candidates should be submitted in writing to: Church & Dwight Co., Inc., Princeton South Corporate Park, 500 Charles Ewing Boulevard, Ewing, New Jersey 08628, Attention: Secretary. In considering any candidate proposed by a stockholder, the Governance, Nominating & NominatingCorporate Responsibility Committee will reach a conclusion as to whether to recommend such candidate to our Board of Directors based on the criteria described above. The Governance, Nominating & NominatingCorporate Responsibility Committee may seek additional information regarding the candidate. After full consideration, the stockholder recommending the candidate will be notified of the decision of the Governance, Nominating & NominatingCorporate Responsibility Committee (and of our Board of Directors, if the candidate is recommended to our Board of Directors for consideration). The Governance, Nominating & NominatingCorporate Responsibility Committee will consider all potential candidates in the same manner regardless of the source of the recommendation.

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As highlighted in our Corporate Governance Guidelines, the Board values diversity and recognizes the importance of having unique and complementary backgrounds and perspectives in the board room. The Board endeavors to include diverse skills, professional experience, perspectives, age, race, ethnicity, gender and cultural backgrounds that reflect our consumer and investor base, and to guide the Company in a way that reflects the best interests of all our stockholders. The Board’s overall diversity is a significant consideration in the director nomination process. The Governance, Nominating & NominatingCorporate Responsibility Committee reviews the director nominees (including any stockholder nominees) and ascertains whether, as a whole, they meet the Corporate Governance Guidelines in this regard. For this year’s election, the Board has nominated 10 individuals who bring valuable diversity to the Board. Their collective experience covers a wide range of roles, geographies, and industries. Of these 10 director nominees three are women, one is African American, and one is diverse.Asian. In 2020,2023, the Board renewedcontinued its commitment to having a diverse board and is committed to using refreshment opportunities to strengthen the Board’s diversity. To accomplish this, the Governance, Nominating & NominatingCorporate Responsibility Committee will continue to require thatworks with the search firms engaged by the Company includeto seek a robust selection of women and racially/ethnically diverse candidates for serious consideration in all prospective director candidate pools. In addition, the Governance, Nominating & NominatingCorporate Responsibility Committee is committed to considering the candidacy of women and racially/ethnically diverse candidates for all future vacancies on the Board. The Board has also modified its age and tenure restrictions to increase refreshment of the Board and opportunities to add new and diverse Board members. The new guidelines require that existing Board members serving prior to January 2021 retire on the earlier of reaching age 72,75, or twenty years on the Board and new Board members joining after January 2021 retire on the earlier of reaching age 7275 or fifteen years on the Board. The Board also believes that tenure diversity should be considered in order to achieve an appropriate balance between the detailed Company-knowledge and wisdom that comes with many years of service, and the fresh perspective of newer Board members. We believe that our

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current Board has an appropriate balance of experienced and newer directors, with tenure of the current directors averaging nine years down from eleven years prior to Mr. LeBlanc’s retirement.10.4 years. The Governance, Nominating & NominatingCorporate Responsibility Committee balances all of the above considerations when assessing the composition of our Board of Directors. The Governance, Nominating & NominatingCorporate Responsibility Committee may engage the services of third-party search firms to assist in identifying and assessing the qualifications of director candidates.

The Board continuously evaluates and, as appropriate, updates our corporate governance practices based on recommendations from the Governance, Nominating & Corporate Responsibility Committee. In recent years we have made significant governance changes designed to facilitate stockholder participation and engagement, including the following:

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Executive Committee. The Executive Committee may exercise the authority of our Board of Directors, except as specifically reserved by Delaware law to our Board of Directors or as our Board of Directors otherwise provides.

Finance Committee. The Board also has a Finance Committee, which meets on an ad hoc basis. The Finance Committee reviews financing and capital markets issues but has no decision autonomy. Mr. Winkleblack is chair of the Finance Committee. Messrs. Cashaw, Irwin Saligram and Shearer also serve on the Finance Committee.

SUCCESSION PLANNING

Our Board of Directors recognizes that one of its most important duties is to ensure excellence and continuity in our senior leadership by overseeing the development of executive talent and planning for the effective succession of the Chairman of our Board of Directors and our CEO and other senior members of executive management. Our CEO and other senior executive succession planning process includes identifying external candidates, where appropriate, and identifying and developing potential internal candidates on an ongoing basis. Our succession planning process was evidenced in 2020,April 2023 when we appointed internal candidate Rene M. Hemsey asCarlen Hooker, our new Executiveformer Vice President, Global Human Resources and external candidate Joseph J. LongoMass Channel, succeeded Paul Wood as the Company’s principal accounting officer after his predecessor, Steve Katz, provided 12 months’ notice of his intention to retire at the end of 2020. Most recently, our succession planning process was evidenced when Steven P. Cugine, our Executive Vice President International and Global New Products Innovation, communicated his intention to retire in the second quarter of 2021, allowing us sufficient time to evaluate internal and external candidates to succeed him. Mr. Barry A. Bruno, an internal candidate, became Mr. Cugine’s successor, as Executive Vice President, International, effective January 2021.Chief Commercial Officer.

The criteria used when assessing the qualifications of potential CEO successors are included on a position specification developed by our Board of Directors. Our Board of Directors is committed to being prepared for a planned or unplanned change in our leadership in order to ensure our stability.

In continuation of this process, the Governance, Nominating & NominatingCorporate Responsibility Committee, in collaboration with the Compensation & OrganizationHuman Capital Committee, agreesagree upon and recommendsrecommend to the Board a succession plan for our CEO and other senior members of executive management in the ordinary course of business and in emergency situations. Through this process, our Board of Directors receives from our CEO and the Executive Vice President, GlobalChief Human Resources Officer qualitative evaluations of, and recommendations concerning, potential successors to our CEO and our other senior executives, along with a review of any development plans recommended for such individuals. At least once annually, our Board of Directors reviews our succession plans. Succession planning is also regularly discussed in executive sessions of our Board of Directors and in committee meetings, as applicable. Our directors become familiar with internal potential successors for key leadership positions through various means, including a comprehensive annual talent and succession review, Board of Directors and committee meeting presentations, and less formal interactions throughout the course of the year.

CODE OF CONDUCT

We have adopted a Code of Conduct that applies to all employees and directors of Church & Dwight and our global subsidiaries. Among other things, the Code of Conduct is designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, promote full, fair, accurate, timely and understandable disclosures in periodic reports we are required to file, promote compliance with applicable governmental laws, rules, and regulations and promote a harassment-free work environment. The Code of Conduct requires the prompt internal

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reporting of violations of the Code of Conduct and contains provisions regarding accountability for adherence to the Code of Conduct. The Code of Conduct is available on the “Investors” page of our website at www.churchdwight.com. We are committed to satisfying the disclosure requirements regarding any amendment to, or waiver from, a provision of the Code of Conduct, including the conduct of an executive officer or member of our Board, by making disclosures concerning such matters available on the “Investors” page of our website. See “Corporate Governance and Other Board Matters—Board of Directors Meetings and Committees—Audit Committee” for a summary of our procedures for the submission, receipt, retention, and treatment of complaints with respect to concerns regarding potential violations of our compliance and ethics program. Confidentiality terms in our settlement agreements with employees comply with all federal and state laws regarding limitations on confidentiality provisions and explicitly permit employees to report to government agencies and participate in government proceedings. Moreover, it is our practice not to use arbitration clauses in agreements with employees.

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POLITICAL EXPENDITURES

As set forth in our Code of Conduct and our Political Contributions Policy, we have a longstanding policy against making direct or indirect contributions to any political party or candidate. In addition, each year, we request that U.S. trade associations to which the Company pays in excess of $25,000 annually confirm their compliance with our policy. The Political Contributions Policy is available on our website on the “Investors” page.

SUSTAINABILITY STRATEGY AND ESG PILLARS

Our Board of Directors, acting principally through itsSustainability is how we refer to our Environmental, Social & Governance & Nominating Committee, oversees our sustainability(“ESG”) efforts to deliver growth and ESG efforts. Our Governance & Nominating Committee facilitates oversight of all aspects of ESGprofitability while making a meaningful and sustainability, other than those overseen by our Compensation & Organization Committee and Audit Committee, and focuses on governance, brands, products, packaging, responsible sourcing and environmental aspects of ESG. Our Compensation & Organization Committee focuses on human capital matters, including diversity, equity and inclusion. Our Audit Committee focuses on our compliance and ethics program.

While management has primary responsibility for stakeholder engagement, our Board of Directors, through its committees and as part of the strategic planning process, is regularly informed about and oversees these efforts. Our Independent Lead Director is responsible for ensuring that stockholder sustainability requests, recommendations and proposals are evaluated by the Governance & Nominating Committee, additional committees of the Board as appropriate, and then by the Board of Directors, if needed.

positive impact. We maintain a strong heritage of commitment to people and the planet and believe that sustainable operations are both financially beneficial andSustainability is critical to the health of the communities in which we operate. Accordingly, eachoperate, contributes to a better world, and benefits our business both financially and operationally. Each year we publish a Sustainability Report that highlightsdiscloses our business and corporate responsibility commitments by detailingand details our financial, environmental, social and governanceESG performance including our metrics and targets.targets and other components of our ESG efforts. Our 20192022 Sustainability Report (“Sustainability Report”) is available on our “Responsibility” page on our website,web site at https://churchdwight.com/pdf/Sustainability/2022-Sustainability-Report.pdf, and our 20202023 Sustainability Report will be available in April of 2021.2024 (the “2023 Sustainability Report” and together with the 2022 Sustainability Report, the “Sustainability Reports”). References to our Sustainability Reports are for informational purposes only and neither the Sustainability Reports nor the other information on our website is incorporated by reference into this Proxy Statement.

Our global sustainability platformSustainability strategy is one of our leadership strategies, which we have derived from our heritage and organizational values. The following six pillars are the core focus of our sustainability effortsEnvironmental and as applicable,Social efforts. Each is supported through our Governance practices, which are identified withintended to maintain a system of rules and practices that determine how we operate and align the ESG priorities with whichinterests of our pillars primarily correspond:stakeholders in support of ethical business practices and financial success.

 

Our Brands: Delight consumers with our brands and contribute towards a more sustainable world (Environmental and Social).world.

 

Products: Provide safe and effective products for consumers and the environment (Environmental and Social).environment.

 

Packaging: Utilize consumer friendly and environmentally responsible packaging (Environmental).packaging.

 

Employees and Communities: Embrace the principles of diversity, equity and inclusion, and good corporate citizenship and social responsibility within the communities we can impact (Social).impact.

 

Responsible Sourcing: Improve our suppliers’ environmental, labor, health & safetyEnvironment and ethical practices (Environmental and Social).

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Environment:Climate Change: Minimize environmental impact of our global operations, with a focus on increased renewable energy usage, reduced water consumption, greenhouse gas emissions and solid waste to landfills (Environmental).landfills.

In 2020,

Responsible Sourcing: Improve our continued progress in key areassuppliers’ environmental, labor, health & safety and ethical practices.

Environmental

We strive to minimize the impact of sustainability earned recognition from various third parties, including Newsweek’s America’s Most Responsible Companies Top 100 List,our expanding global operations and to meet the EPA’s Green Power Partnership Top 100 list,challenge of managing our environmental footprint. Our environmental priorities include providing effective products that are safe for our consumers, the animals they care for and the FTSE4Good Index Series, among others.environment, utilizing consumer friendly and environmentally responsible packaging, reducing greenhouse gas emissions (GHG), reducing water usage, recycling solid waste and improving our suppliers’ environmental practices.

We have a goal to achieve carbon neutral status for our owned and controlled global operations by 2025. We established new science-based targets that were approved by the Science-Based Targets Initiative (SBTi) in 2022. These new targets take into account the level of carbon reduction needed to meet the goals set forth in the Paris Agreement. In addition, we improved overall recyclability across our broad portfolio of products and have a goal to increase Post-Consumer Recycled plastic by the end of 2025. We report our progress towards our goals in our Sustainability Reports.

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Our governance focus includesoperations are subject to federal, state, local and foreign laws, rules and regulations relating to environmental concerns, including air emissions, wastewater discharges, solid and hazardous waste management activities, and the processes, resourcessafety our employees. We endeavor to take actions necessary to comply with such regulations. These steps include periodic environmental and systems in supporthealth and safety audits of our sustainabilityfacilities. The audits, conducted by independent firms with expertise in environmental, health and ESG efforts,safety compliance, include site visits at each location, as well as a review of documentary information, to determine compliance with such federal, state, local and foreign laws, rules and regulations.

Social

Our Social focus areas are driven by our corporate governance, which is separate fromgoals of delighting consumers with our sustainability program, all as described in this Proxy Statementbrands through our contributions towards a more sustainable world, improving our suppliers’ labor, health & safety, environmental and will be described in our 2020 Sustainability Report.

The Council guides the integration of sustainability with all parts of our businessethical practices, and drives continuous improvement in our sustainability approach and performance. The Council is comprised of senior executives representing all of our key functional areas, including Human Resources, Law, Global Operations, Research & Development, Marketing and Sales. The Council takes the lead in defining and implementing our sustainability strategies across the six pillars of our global sustainability program. Its duties include allocating resources to appropriately address sustainability issues; reporting on our progress to drive continuous improvement in our sustainability approach and performance; and monitoring, prioritizing and addressing evolving standards and stakeholder requirements.

Human Capital

Overview

We take great pride in fostering an enduring culture of “doing well by doing good.” By having the opportunity to make meaningful contributions to society, each ofsupporting our employees can helpand communities—all to create a stronger, more resilient company while contributing to a better world. In their everyday work, our employees embody our core values ofcommitments to integrity, quality, commitment and innovation, and in doing so, directly contribute to our long-standing character and reputation.

Employee safety and wellness remain two of our highest priorities. We have company-wide policies designed to ensure the safety of each team member and compliance with Occupational Safety and Health Administration (OSHA) and local standards.

We embrace the diversity of our employees and believe that a diverse and inclusive workforce fosters innovation and promotes an environment that includes unique perspectives, talents and experiences. We strive to cultivate a culture and processes that support and enhance our ability to recruit, develop and retain diverse talent at every level. As part of our enhanced diversity and inclusion initiatives and our commitment to transparency and accountability, we publish workplace demographics of our employees in our Sustainability Reports and online, which we will continue in the future. We encourage our employees to become involved in their communities through our Employee Giving Fund and The Church & Dwight Philanthropic Foundation (the “Foundation”) which is focused on helping to create equitable and inclusive opportunities and advancing environmental preservation. The Foundation is administered by our employees.

Governance

Our governance focus includes the processes, rules, resources and systems in support of our operational, Sustainability and ESG efforts. The Council, comprised of senior executives representing all our key functional areas, guides the integration of Sustainability with substantially all parts of our business and drives continuous improvement in our Sustainability approach and performance. The Council takes the lead in defining and implementing our Sustainability strategy across our six ESG pillars. Its duties include allocating resources to appropriately address Sustainability issues; reporting on our progress to drive continuous improvement in our Sustainability approach and performance; and monitoring, prioritizing and addressing evolving standards and stakeholder requirements. Our Board of Directors, acting principally through its Governance, Nominating & Corporate Responsibility Committee, oversees our Sustainability efforts, including our climate change policies and programs. The Governance, Nominating & Corporate Responsibility, the Compensation & Human Capital and Audit Committees each focuses on specified areas of Sustainability, including compliance and ethics, human capital and DEI. Our Independent Lead Director is responsible for ensuring that stockholder requests, recommendations and proposals are evaluated by the Governance, Nominating & Corporate Responsibility Committee, additional committees within the Board as appropriate, and then by the Board of Directors, if needed. Our Board also reviews the results of our periodic employee engagement surveys and has oversight over our planned response strategy.

As described in our Sustainability Reports, our continued progress in key areas of ESG has earned recognition from various third parties.

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Human Capital

Overview

Much of our success comes from our culture. Our people share a collective energy and ambition towards making a difference supporting the greater good, by providing affordable, quality products for everyday life, as reflected in our ESG and sustainability commitments, and by giving back to their communities. Our culture generates a collective passion, strength and determination to make an outsized impact, every day.

Safety and Wellness

Employee safety remainsand wellness in both plants and offices remain two of our top priority.highest priorities. We developdeveloped and administer company-wide policies to ensure the safety of each team member and compliance with OSHA standards. In 2020, we implemented COVID-19 protocols across all locations in response to the pandemic, to ensure both the safety of our employees and compliance with federal and local requirements and guidelines.

Our Employees

As of December 31, 2020,2023, we had approximately 5,1005,500 global employees.employees, an increase of approximately 300 compared to December 31, 2022. Approximately 87%86% of our workforce is located in the Americas, 10% in Europe, Middle East, and Africa, and 3%4% in the Asia-Pacific region. About 50%51% of our employees are salaried and about 50%49% are paid hourly wages. During fiscal 2020,2023, our turnover rate was approximately 14.9%18%. Our revenue per employee in fiscal 20202023 was approximately $958,000.$1.05 million.

Diversity, Equity and Inclusion

We embrace the diversity of our employees and believe thatwe aspire to achieve a more diverse and an inclusive workforce reflective of our consumer base fosters innovationas we strive to optimize profitable and cultivates an environment filled with unique perspectives. As a result, diversity, equity and inclusion (“DEI”) are critical to help the Company meet the needs of its customers and consumers around the world. As of December 31, 2020, females represented 40.6% of our global workforce.sustained success. We also strive to cultivate a culture and processesvision that supports and enhances our ability to recruit, develop and retain diverse talent at every level.

WeAs a company we remain committed to fair treatment, access, opportunity, and advancement and strive to identify and eliminate any potential barriers that may have prevented the full participation of underrepresented groups.

In 2020, we established a Diversity, Equity & Inclusion Council (“DE&I Council”) that provides strategic direction, guidance and advocacy for our DEI initiatives which is ledinitiatives. Led by our Chief Executive Officer and our Director, Talent Management & Diversity, Equity & Inclusion,

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and the DE&I Council includes diverse employees at every level from around the world. Our Board of Directors, acting principally through its Compensation & OrganizationHuman Capital Committee, oversees our DEI efforts.

In 2023 we launched several Employee Resource Groups (“ERGs”). These Company-supported, employee-run groups contribute to our goal of building and maintaining a diverse and inclusive workplace at Church & Dwight. We started the program with ERGs for military veterans (V.A.L.O.R.), Black employees (B.O.L.D.) and women (W.A.V.E.). ERGs are intended to create safe, inclusive environments where all global employees feel connected, valued, and inspired to build customer value and contribute to our Company’s success. Membership is each ERG is open to all employees.

We are committed to transparency and accountability that will drive continuous progress. As part of our enhanced diversity and inclusion initiatives and our commitment to transparency and accountability, we publish workplace demographics of our employees in our Sustainability Reports.

Hiring, Development and Retention

Our talent strategy is focused on attracting the best talent and recognizing and rewarding performance, while continually developing, engaging and retaining our talented employees.

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We invest resources in professional development and growth as a means of improving employee performance and improving retention. This includes our bi-annual “LEAP” (Leadership Empowerment Achievement Program), which ismanagement training aimed at continuous learning, professional training and development opportunities, targeted leadership development courses for aspiring new and existing leaders of different levels of seniority, tuition reimbursement, andonboarding efforts, job specific programs for our employees.employees, cultural reinforcement and more.

Compensation and Benefits

As partAttracting and retaining talent is a priority at Church & Dwight. We offer competitive pay and a range of benefits that support the Company’s overall effort to attract, develop and retain talented employees, our compensation programs are designed to align the compensationwell-being of our employees with ourincreasingly diverse workforce. This includes offering competitive salaries and their performance, and to provide the proper incentives to attract, retain and motivate employees to achieve superior results. Moreover, our policies and procedures are designed to ensure compensation is fair for employees with the same job, at the same level, location and performance. These include utilizing pay grades for appropriate job groupings, making pay decisions based on relevant factors,wages, as well as benefits such as education, experience,health insurance, retirement and performance,profit-sharing plans, and subjecting pay decisions to higher levels of leadership and Human Resources review to ensure those decisions are fair, equitable and align with the Company’s equal employment opportunity policies and objectives.paid time off.

Employees are eligible for health insurance, prescription drug benefits, dental, vision, hospital indemnity, accident, critical illness, and disability insurance, life insurance, health savings accounts, flexible spending accounts, reproductive rights coverage, participation in savings plans, and identity theft insurance.insurance, in each case subject to the terms and conditions of the applicable plans and programs.

Communities

We encourage our employees to become involved in their communities through our Employee Giving Fund by providing annual grants, disaster relief, and in 2020, ourother monetary support. In 2023, the Employee Giving Fund supported our communities by providing $1.2$1.19 million to 205209 deserving organizations through annual grants, disaster relief, and other monetary support. Employeesorganizations. In addition, employees purchased back-to-school supplies online to support disadvantaged youth, donated clothes and non-perishable items for clothing and food drives and provided supplies for a summer camp and holiday dinner for families in need. In addition, the Company hasMoreover, we contributed approximately $4.8$20 million to our communities which includes the retail value of product donations, delivering masks and hand sanitizers to hospitals where we live, donating to local food banks, hunger relief and supporting local food establishmentsother charitable organizations. The Company established The Church & Dwight Philanthropic Foundation (the “Foundation”) in 2020 with gift certificates.the focus on helping to create equitable and inclusive opportunities and advancing environmental preservation. The Foundation is administered by our employees. In 2023, seven organizations were chosen and received grants in aggregate totaling $845,000. In the DEI space, the following organizations received grants: Junior Achievement, The Trevor Project, and Virginia State University. In the Sustainability space, the following organizations received grants: The Recycling Partnership, the Ocean Conservancy, Northeast Wilderness Trust, and The Xerces Society for Invertebrate Conservation.

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COMPENSATION OF DIRECTORS

In 2020,2023, our directors’ fees, other than the CEO, consisted of the following:

 

  

Annual Retainer 20202023

   

 

 
  
  Lead Director  $142,000150,000
  
  Chairperson of the Audit Committee  $140,000145,000
  
  Chairperson of the Compensation & OrganizationHuman Capital Committee  $135,000140,000
  
  Chairperson of the Governance, Nominating & NominatingCorporate Responsibility Committee  $132,500140,000
  
  Other non-employee directors  $120,000
  Chairperson of the Finance Committee (per meeting)$  2,000
  

Annual Equity 20202023

   

 

 
  
  Annual Equity Grant  $140,000160,000
  

Special Assignment 20202023

   

 

 
  
  Special Assignment (Per Meeting)  $  2,000

The table above does not include a separate annual retainer for the Board Chair, as the Board Chair is currently our Chief Executive Officer and he receives no additional compensation for his service on the Board.

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We pay fees to our directors in accordance with the Amended and Restated Compensation Plan for Directors (as amended), (the “Compensation Plan for Directors”). Any fees payable to our directors under the 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 (as amended) (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, 20152023 (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 who are not full-time employees of the Company.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 2020.December 2023. The annual retainer amount is pro-rated for any director with less than a full year of service. Ms. Saideman received a pro-rated portion of the Board retainer for her services which commenced on July 1, 2020.

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 director 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 or (iii) 100 percent in shares of our common stock (the default method of payment). For 2020,2023, all directors (other than Ms. Saideman, who joined the Board in July 2020) made their elections for how to receive their fee-based compensation in December 2019. Ms. Saideman made her election within 30 days of commencing service.2022. To determine the number of shares a director is entitled to receive under the 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 that 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

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with us as a director. In 2020, as in prior years, the annual equity grants were comprised of stock option awards granted under the Omnibus Equity Compensation Plan. 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 and have a ten-year term.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. The RSUs will vest in full on the first anniversary of the date of grant, provided that the director continues to serve on the 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.

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 10 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,

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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 37.Management.”

2021 Director Compensation.    On October 27, 2020, the Governance & Nominating Committee, in consultation2023 Annual Compensation Limit for Directors. Consistent with market practice, the Compensation & Organization Committee, reviewedPlan for Directors incorporates a maximum annual limit of $750,000 on the aggregate grant date value of equity and equity-based awards plus the aggregate amount of cash-based compensation granted to any non-employee director (whether elected to be paid in cash or shares of our non-employee directors, to determine if any changes were appropriate for fiscal 2021. 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 our non-employee director compensation program, Semler Brossy examined how the total compensation and each element of our program compared to the director compensation programs of our Compensation Peer Group, as identified and discussed in more detailcommon stock or on pages 48-50. 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 Compensation Peer Group. Based on its analysis, Semler Brossy concluded that the total compensation paid to our non-employee directors was generally aligned with the median of the director compensation of the Compensation Peer Group, and, based upon its review, the Governance & Nominating Committee recommended to the Board that no changes be made to the amountcurrent or structure of our Board of Director compensation program for fiscal year 2021.

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deferred basis).

The following table provides information regarding compensation paid to our non-employee directors in 2020.2023.

20202023 DIRECTOR COMPENSATION TABLE

 

    
Name  Fees Earned or
Paid in Cash
($)
   Stock
Awards
($)
(1)
   Option
Awards
($)
(1)(2)
   All Other
Compensation
   Total
($)
 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
($)
Total
($)
    
James R. Craigie   120,000    —      140,000    —      260,000 
Bradlen S. Cashaw
  
James R. Craigie(3)
    
Bradley C. Irwin   —      140,167    140,000    —      280,167 
    
Penry W. Price   —      120,000    140,000    —      260,000 
    
Susan G. Saideman   —      70,000(3)    140,000    —      210,000 
    
Ravichandra K. Saligram   —      132,500    140,000    —      272,500 
    
Robert K. Shearer   70,000    70,000    140,000    —      280,000 
    
Janet S. Vergis   —      120,000    140,000    —      260,000 
    
Arthur B. Winkleblack   135,000    —      140,000    —      275,000 
Arthur B. Winkleblack(4)
    
Laurie J. Yoler   —      120,000    140,000    —      260,000 

 

 (1)

The amountsAmounts shown represent the aggregate grant date fair values computed in accordance with FASB ASC Topic 718 for stock awards relate to directors’ fees paid in shareseach director. Awards include grants of our common stock, including directors’ fees deferred by directorsRSUs (Stock Awards) and options (Option Awards) under the Deferred Compensation Plan for Directors into notional investments in our common stock. The amounts shown for option awards related to stock options granted under the2022 Omnibus Equity Compensation Plan. These amounts are based upon the grant date fair value of awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). ThePlan.The assumptions used in determining these amounts are set forth in note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 20202023, filed with the SEC on February 18, 2021.15, 2024.

 

 

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. TwoThree directors deferred payment of all or a portion of their 20202023 fees under the Deferred Compensation Plan for Directors, as follows: Mr. Cashaw, $120,000; Mr. Saligram, $132,500;$150,000; and Mr. Shearer, $70,000. As of December 31, 2020, none of our directors held any unvested stock awards.$61,041.

 

 (2)

At December 31, 2020,2023, the number of shares of our common stock underlying options held by each of the directors listed in the table was: Mr. Craigie, 2,279,056 (including options granted toCashaw, 17,420; Mr. Craigie, in his capacity as the Company’s former Chief Executive Officer);14,250; Mr. Irwin, 87,464;66,430; Mr. Price, 134,358;104,594; Ms. Saideman, 10,680;27,810; Mr. Saligram, 134,898;104,594; Mr. Shearer, 71,960;49,880; Ms. Vergis, 57,300;71,430; Mr. Winkleblack, 71,960;74,430; and Ms. Yoler, 33,300.50,430. At December 31, 2023, the number of RSUs held by each of the directors listed in the table was: Mr. Cashaw, 820; Mr. Craigie, 0; Mr. Irwin, 820; Mr. Price, 820; Ms. Saideman, 820; Mr. Saligram, 820; Mr. Shearer, 820; Ms. Vergis, 820; Mr. Winkleblack, 820; and Ms. Yoler, 820.

 

 (3)

This amount for Ms. Saideman includes a pro-rated portion ofMr. Craigie retired from the Board retainer received for her service beginning on July 1, 2020April 27, 2023.

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(4)

Mr. Winkleblack received $20,000 for special assignment meeting fees in 2023.

STOCK OWNERSHIP GUIDELINES FOR DIRECTORS

In order to ensure that their interests are aligned with the interests of our stockholders, 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 $120,000 for 20202023 and the dollar value of shares required to be held by our directors who have served five or more years was $600,000 as of December 31, 2020.2023. The calculation of ownership includes:

 

shares or RSUs owned by the director (or members of his or her immediate family residing in the same household);

 

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notional shares held for the account of the director in the Deferred Compensation Plan for Directors; and

 

shares held in a trust for which a director has shared voting or investment power; andpower.

60 percentNo portion of the in-the-moneyvalue of vested and unvested stock options.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.

OUR EXECUTIVE OFFICERS

Listed below are the names, ages and positions held by each of our executive officers and our Vice President, Controller and Chief Accounting Officer.

 

NameAgePosition
   
Name

Barry A. Bruno

  Age

52  

  Position

Executive Vice President, Chief Marketing Officer and President – Consumer Domestic

   
Britta B. Bomhard

Brian Buchert

  

52  

50  

  

Executive Vice President of Strategy, M&A and Chief Marketing OfficerBusiness Partnerships

   
Barry A. Bruno

Patrick D. de Maynadier

  

49  

63  

  

Executive Vice President, InternationalGeneral Counsel and Secretary

   
Steven P. Cugine

Richard A. Dierker

  

58  

44  

  

Executive Vice President, Global New Products InnovationChief Financial Officer and Head of Business Operations

   
Patrick D. de Maynadier

Matthew T. Farrell

  

60  

67  

  

President and Chief Executive Vice President, General Counsel and SecretaryOfficer

   
Richard A. Dierker

Rene M. Hemsey

  

41  

56  

  

Executive Vice President, and Chief FinancialHuman Resources Officer

   
Matthew T. Farrell

Carlen Hooker

  

64  

53  

  

Executive Vice President, and Chief ExecutiveCommercial Officer

   
Rene M. Hemsey

Carlos G. Linares

  

53  

60  

  

Executive Vice President, Chief Technology Officer & Global Human ResourcesNew Product Innovation

   
Carlos G. Linares

Joseph J. Longo

  

57  

53  

  Executive

Vice President, Global Research & DevelopmentController and Chief Accounting Officer

   
Joseph J. Longo

Michael G. Read

  

50  

49  

  

Executive Vice President, Controller and Chief Accounting OfficerPresident Consumer International & Speciality Products Division

   

Rick Spann

  

58  

62  

  

Executive Vice President, Global OperationsChief Supply Chain Officer

  
Paul R. Wood

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All executive officers serve at the discretion of our Board of Directors. Mr. Longo serves at the discretion of our CEO.

Biographical information for Mr. Farrell appears under “Current Term Expires in 2022” on page 13.

Ms. Bomhard has been our Executive Vice President and Chief Marketing Officer since January 2016, prior to which she served as General Manager, Europe since 2013. From 2005 to 2013, Ms. Bomhard served in a variety“Director Nominees” under “Proposal 1: Election of Marketing and General Management assignments at Energizer. Prior to Energizer, Ms. Bomhard worked for Wella AG and GlaxoSmithKline in their marketing organizations. Ms. Bomhard currently serves as a member of the board of directors of Primo Water Corporation, a leading direct provider of bottled water to consumers and water filtration services in North America and Europe, as well as, a leading provider of water dispensers, purified bottled water and self-service refill drinking water in the U.S. and Canada.Directors.”

Mr. 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 from October 2021 to April 2022 and our Executive Vice President, International sincefrom January 2021 to September 2021. From January 2016 through 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 joining the Company, Mr. Bruno held various positions with increasing responsibility at Johnson & Johnson, in its consumer, pharmaceutical and diagnostics business units.

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Since 2022, Mr. Bruno has served as a 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 director of IFF until its annual stockholders meeting in 2024.

Mr. CugineBuchert has been our Executive Vice President Global New Products Innovationof Strategy, M&A and Business Partnerships since January 2021.April 2022. From January 2016 to January 2021 heMarch 2022, Mr. Buchert was our Executive Vice President, InternationalCorporate Strategy and Global New Products Innovation. From June 2014M&A and prior to December 2015, 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, and President, International Consumer Products, from July 2013instrumental in the acquisition by the Company of 18 brands with an aggregate transaction value over $5.3 billion. Prior to June 2014, he 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,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. As previously announced, Mr. Cugine intends to retire from theArmand Products Company, in the second quarter of 2021.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, 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.

Ms. Hemsey has been our Executive Vice President, Chief Human Resources Officer since April 2022 and our Executive Vice President, Global Human Resources sincefrom February 2020.2020 to March 2022. From December 2017 to February 2020, Ms. Hemsey was Vice President, Human Resources and from October 2009 to December 2017 she was Director 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

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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 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, Mr. Linares was the Chief Technology Officer for Sun Products Corporation (“Sun Products”) and also served as the Corporate Innovation Captain for Sun Products’ innovation strategy. Prior to Sun Products, 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

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  CORPORATE GOVERNANCE  

led significant improvements in product and process development. Prior to that he was Vice President, Global Supply Chain for three different Colgate 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. Wood has been Executive Vice President, U.S. Sales since October 2018. From August 2016 to February 2018, Mr. Wood was an Executive Vice President at Acosta, a large private-equity owned sales and marketing agency, where he managed several thousand employees focused on growing Consumer Packaged Goods client businesses, from December 2010 to August 2016, Mr. Wood was General Manager at Samsung Electronics America, and from August 2006 to December 2010, Mr. Wood was Vice President, Sales-Walmart for WhiteWave Foods. Previously, Mr. Wood also held various positions with increasing responsibility at H.J. Heinz and Frito Lay.

 

  

Church & Dwight Co.  | 2024 Proxy Statement

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  Church & Dwight Co.  |  2021 Proxy Statement 39 

 


 SECURITIES OWNERSHIP    SECURITIES OWNERSHIP  

 

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning ownership of our common stock as of March 2, 20216, 2024 (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 2020“2023 Summary Compensation Table on page 62;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.

 

    
  

 

Amount and Nature of
Beneficial Ownership
(1)

   Notional
Shares in
Deferred
Compensation
Plans
(2)
   

 

Amount and Nature of
Beneficial Ownership
(1)

   

Notional

Shares in

Deferred

Compensation
Plans
(2)

Name

  Shares(2)(3)   Percent of
Class
   Shares(2)(3)(4)   

Percent of

Class

 

BlackRock, Inc.(4)

   19,588,600    8   0 

BlackRock, Inc.(5)

  

 

21,993,660

 

  

 

9.0

  

0 

State Street Corporation(6)

  

 

12,722,021

 

  

 

5.2

  

0 

The Vanguard Group(5)(7)

   28,628,763    12   0   

 

30,264,910

 

  

 

12.4

  

0 

James R. Craigie(6)

   2,270,908           0 

Bradlen S. Cashaw

  

 

1,023

 

  

 

  

2,530

Matthew T. Farrell(7)(8)

   1,578,166           94,764   

 

2,141,189

 

  

 

  

104,602

Bradley C. Irwin(8)(9)

   102,009           0   

 

76,329

 

  

 

  

0 

Penry W. Price

   110,582           0   

 

106,224

 

  

 

  

0 

Susan G. Saideman

   906           0   

 

16,309

 

  

 

  

0 

Ravichandra K. Saligram(9)

   147,858           50,565 

Robert K. Shearer(10)

   68,318           22,079 

Ravichandra K. Saligram(10)

  

 

164,577

 

  

 

  

56,962

Robert K. Shearer(11)

  

 

62,678

 

  

 

  

25,109

Janet S. Vergis

   37,491           0   

 

73,817

 

  

 

  

0 

Arthur B. Winkleblack(11)

   58,339           0 

Laurie J. Yoler(12)

   4,439           0 

Arthur B. Winkleblack(12)

  

 

52,289

 

  

 

  

0 

Laurie J. Yoler(13)

  

 

42,462

 

  

 

  

0 

Richard A. Dierker

   8,474           8,233   

 

34,219

 

  

 

  

12,559

Britta B. Bomhard

   65,105           9,934 

Steven P. Cugine

   140,360           8,520 

Patrick D. de Maynadier(13)

   285,223           19,554 

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)

   5,113,724    2   238,744   

 

3,492,656

 

  

 

1.4

  

255,234

 

  *

Less than one percent.

 

 (1)

Applicable percentage of ownership is based on 245,088,140243,904,772 shares of our common stock outstanding as of March 2, 2021.6, 2024. Beneficial ownership is determined in accordance with the rules of the SEC and means voting or investment power with respect to securities. Shares of our common stock issuable upon the exercise of stock options exercisable currently or within 60 days of March 2, 2021,6, 2024, or issuable pursuant to RSUs which are subject to vesting and settlement conditions expected to occur within 60 days of March 6, 2024, are deemed outstanding and to be beneficially owned by the person holding such option or RSU for purposes of computing such person’s percentage ownership but are not deemed outstanding for the purpose of computing the percentage ownership of any other person. Does not include shares of common stock underlying performance-based units that are subject to vesting to the extent that performance objectives are achieved.

 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

Church & Dwight Co.  |  2021 Proxy Statement  

37


  SECURITIES OWNERSHIP  

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 2, 2021,6, 2024, as follows: Mr. Craigie, 2,246,306Cashaw, 0 shares; Mr. Farrell, 1,456,0101,996,080 shares; Mr. Irwin, 54,71438,340 shares; Mr. Price, 101,60879,712 shares; Ms. Saideman, 010,680 shares; Mr. Saligram, 102,14887,464 shares; Mr. Shearer, 39,21032,750 shares; Ms. Vergis, 24,55057,300 shares; Mr. Winkleblack, 39,21044,340 shares; Ms. Yoler, 033,300 shares; Mr. Dierker, 0 shares; Ms. Bomhard, 59,57024,380 shares; Mr. Cugine, 126,580 shares,Bruno, 69,254 shares; Mr. de Maynadier, 270,608165,210 shares; Mr. Linares, 107,570 shares; and all executive officers and directors as a group, 4,719,4103,088,887 shares.

 

 (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.

(5)

BlackRock, Inc. provided the following information in Amendment No. 1114 to its Schedule 13G, filed with the SEC on January 29, 2021.25, 2024. As of December 31, 2020,2023, BlackRock, Inc. and its affiliates named in such report (collectively, “BlackRock”) reported aggregate beneficial ownership of 19,588,60021,993,660 shares of our common stock with sole voting power over 17,145,52120,123,893 shares, shared voting power over no shares, sole dispositive power over 19,588,60021,993,660 shares and shared dispositive power over no shares. The principal business address of BlackRock is 55 East 52nd Street,50 Hudson Yards, New York, NY 10055.10001.

 

 (5)(6)

State Street Corporation provided the following information in its Schedule 13G, filed with the SEC on January 29, 2024. As of December 31, 2023, State Street Corporation and its affiliates named in such report (collectively, “State Street”) reported aggregate beneficial ownership of 12,722,021 shares of our common stock with shared voting power over 8,176,472 shares, sole voting power over no shares, shared dispositive power over 12,685,953 shares and sole dispositive power over no shares. The principal business address of State Street is State Street Financial Center, 1 Congress Street, Boston, MA 02114.

(7)

The Vanguard Group provided the following information in Amendment No. 912 to its Schedule 13G, filed with the SEC on February 10, 2021.13, 2024. As of December 31, 2020,2023, The Vanguard Group and its affiliates named in such report (collectively, “TVG”) reported aggregate beneficial ownership of 28,628,76330,264,910 shares of our common stock with sole voting power over no shares, shared voting power over 452,531329,589 shares, sole dispositive power over 27,499,17629,208,286 shares and shared dispositive power over 1,129,5871,056,624 shares. The principal business address of TVG is 100 Vanguard Blvd., Malvern, PA 19355.

 

 (6)(8)

Mr. Craigie’s ownership includes 7,604 shares of common stock held in two trusts for which Mr. Craigie holds either shared voting or shared investment power and 1,840 shares of common stock held by Mr. Craigie’s spouse for which he disclaims beneficial ownership.

(7)

Mr. Farrell’s ownership includes 32,51632,971 shares of common stock held by Mr. Farrell’s spouse for which he disclaims beneficial ownership.

 

 (8)(9)

Mr. Irwin’s ownership includes 47,29344,365 shares of common stock held in a trust for which Mr. Irwin holds sole voting and sole investment power.

 

 (9)(10)

Mr. Saligram’s ownership includes 45,71076,293 shares of common stock held in a trusttwo trusts for which Mr. Saligram holds sole voting and sole investment power.

 

 (10)(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 

(11)(12)

Mr. Winkleblack’s ownership includes 19,1297,129 shares of common stock held in a trust for which Mr. Winkleblack holds sole voting and sole investment power.

 

 (12)(13)

Ms. Yoler’s ownership of 4,4398,342 shares of common stock held in a trust for which she shares voting and investment power.

 

 (13)(14)

The right to exercise and dispose of 104,475Approximately 10,926 of the shares subject to the options included in this table has been transferredare held in a trust pursuant to a marital settlement agreement.agreement for which Mr. de Maynadier disclaims beneficial ownership. Mr. de Maynadier’s ownership includes 4,5689,137 shares of common stock held in a trust for which Mr. de Maynadier holds sole voting and investment power.

 

  

 42 

       38 

 

 

Church & Dwight Co.  | 20212024 Proxy Statement

 


  CERTAIN RELATIONSHIPS   CERTAIN RELATIONSHIPS 

 

CERTAIN RELATIONSHIPS AND 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.

RELATED PERSON TRANSACTIONS

There were no disclosable related person transactions during 2020.2023.

 

  

Church & Dwight Co.  | 2024 Proxy Statement

       40 

 

 

  Church & Dwight Co.  |  2021 Proxy Statement 43 

 


 AUDIT COMMITTEE REPORT    AUDIT COMMITTEE REPORT 

 

AUDIT COMMITTEE 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 and the Securities and Exchange Commission.

 

 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, 2020,2023, for filing with the Securities and Exchange Commission.

Respectfully submitted,

Robert K. Shearer,Arthur B. Winkleblack, Chair

Bradlen S. Cashaw

Penry W. Price

Susan G. Saideman

Janet S. VergisRobert K. Shearer

 

  

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Church & Dwight Co.  | 20212024 Proxy Statement 

 

41


  FEES PAID    FEES PAID 

 

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Fees related to the 20202023 and 20192022 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:

 

    
  

2020

($)

   2019
($)
   2023
($)
   2022
($)
 

Audit Fees

   3,571,299    3,532,349   

 

4,095,000

 

  

 

3,898,750

 

Audit-Related Fees(1)

   331,741    594,001   

 

306,041

 

  

 

354,041

 

Tax Fees(2)

   560,755    548,230   

 

346,178

 

  

 

425,075

 

All Other Fees

   0    0   

 

— 

 

  

 

— 

 

Total

   4,463,795    4,674,580   

 

4,747,219

 

  

 

4,677,866

 

 

 (1)

Audit-related fees primarily include services for acquisition-relatedrelated to financial and tax due diligence in both 20202023 and 2019.issuing long-term debt in 2022.

 

 (2)

Tax fees include services for tax compliance and planning, assistance with tax audits from taxing authorities, and filing for tax incentives from government agencies, assistance for tax audits from taxing authorities, tax compliance, and planning.agencies.

 

  

Church & Dwight Co.  | 2024 Proxy Statement

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  Church & Dwight Co.  |  2021 Proxy Statement 45 

 


 PRE-APPROVAL OF AUDIT    PRE-APPROVAL OF AUDIT 

 

PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES

The Audit Committee pre-approved all audit and non-audit services provided by Deloitte & Touche LLP during 20202023 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 

Church & Dwight Co.  | 20212024 Proxy Statement 

 


 

43


 COMPENSATION DISCUSSION AND ANALYSIS 

 

COMPENSATION DISCUSSION AND ANALYSIS

INTRODUCTION

This Compensation Discussion and Analysis addresses the compensation paid for 20202023 to our named executive officers, which include our Chief Executive Officer (CEO), our Chief Financial Officer (CFO), and our three other most highly-compensated executive officers serving as of the end of the fiscal year. Our named executive officers (“NEO”) for the year ended December 31, 20202023 were as follows:

 

Matthew T. Farrell

  

Chairman, President and Chief Executive Officer

Richard A. Dierker

  

Executive Vice President, and Chief Financial Officer and Head of Business Operations

Britta B. BomhardBarry A. Bruno

  

Executive Vice President, and Chief Marketing Officer and President – Consumer Domestic

Steven P. Cugine

Executive Vice President, Global New Products Innovation

Patrick D. de Maynadier

  

Executive Vice President, General Counsel and Secretary

Carlos G. Linares

Executive Vice President, Chief Technology Officer & Global New Product Innovation

Responding to COVID-19EXECUTIVE SUMMARY

Since the emergence of the COVID-19 Pandemic, we have proactively addressed everything in our control, with the health2023 Key Business Highlights and safetyStrong Pay for Performance Alignment

2023 and 2022 Financial Results

The 2023 compensation of our employees as a top priority. To help prevent the spread of COVID-19 in the communities in which we operate, in March 2020 we asked our employees to work from home ifnamed executive officers appropriately reflects and rewards their work permits it. In addition, at our locations worldwide, we implemented strict safety and hygiene protocols, including routine temperature checks, deep cleaning of workspaces between shifts and working in self-contained pods where possible. We have been a force for good, contributingsignificant contributions to the health and well-being of people aroundCompany’s performance in a year that demonstrated the world and prioritizing organizations that serve the public health. Since the onset of the COVID-19 Pandemic we have contributed approximately $4.8 million to our communities, which includes the retail value of product donations, delivering masks and hand sanitizers to hospitals where we live, donating to local food banks, and supporting local food establishments with gift certificates. We have also rewarded our own employees, over 3,300 (representing approximately 64%strength of our global workforce) who have done essential on-site work throughoutbrands, including our most recent acquisitions, innovative new product introductions, and our focus on execution. During 2023 and 2022 we delivered the pandemic. Forfollowing results for Net Sales, Gross Margin, Diluted EPS (as adjusted to exclude the employees oncost of restricted shares issued for the front lines, we paid several broad-based cash recognition bonusesHero acquisition in both 2023 and increased their bonus award2022 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 credited an increased amount toadded a fifth metric, Strategic Initiatives. The effect of these financial results, and the Strategic Initiatives metric, on payouts under our US hourly plant workers respective accountsAnnual Incentive Plan are discussed in the Savings and Profit Sharing Plan for Hourly Employees. We ensured that employees had access to Company-sponsored health insurance, assumed full cost of coverage for COVID-related testing and treatment, and provided additional tools and resources to support the health and emotional wellness of our employees and their familiesfurther detail below under the Company-sponsored benefit plans.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.

Compensation Objectives

Church & Dwight Co.  | 2024 Proxy Statement 

 47 


 COMPENSATION DISCUSSION AND ANALYSIS 

Alignment to Strategy

The Compensation & OrganizationHuman 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 2020,2023, the analysis shows a strong link between Company pay and Company performance as it 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.”

 

       44 

 

  Church & Dwight Co.  |  2021 Proxy StatementCondition 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.”


  COMPENSATION DISCUSSION AND ANALYSIS  

 

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.”

 

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.”

Provide an incentive for long-term continued employment with us. We refer to this objective as “retention incentives.”

2020 Key Business Highlights and Strong Pay for Performance Alignment

2020 and 2019 Financial Results

The 2020 compensation of our named executive officers appropriately reflects and rewards their significant contributions to the Company’s strong performance in a year that presented unique and unprecedented challenges for our executive leadership team to manage. With the spread of COVID-19 globally, our executive leadership team and global workforce collectively addressed these challenges, including, among others, spikes and variability in demand for many of our products, rising manufacturing and logistics costs, supply chain disruptions, and developing and implementing new safety and hygiene protocols. Our fiscal year 2020 results reflect those efforts. During 2020 and 2019 we delivered the following results for Net Sales, Gross Margin, Diluted EPS, and Cash from Operations, which are used to measure performance under our Annual Incentive Plan:

   

(In millions, except gross margin and per share  data)

  2020   2019 

Net Sales

   $4,896    $4,358 

Gross Margin

   45.2%    45.5% 

Diluted EPS

   $3.12    $2.44 

Cash From Operations

   $990    $865 

In addition, the Company delivered total shareholder return (“TSR”) of 25.5 percent, following an increase of 8.3 percent in TSR in 2019. The effect of these financial results on payouts under our Annual Incentive Plan are discussed in further detail below under the heading “Annual Incentive Plan” beginning on page 51.

Pay for Performance Alignment

Church & Dwight’s fiscal year 20202023 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 1.20, a level 20 percent higher than a 1.0, target rating because our budgetedas projected EPS growth on a percentage basis was significantly more challengingcomparable to achieve than the budgetedaverage projected EPS growth of the TSRCorporate Incentive Plan Rating Peer Group (as defined below). The Company exceeded theachieved a plan rating by 47 percent (1.47) resulting in anof 1.71 based on 2023 actual performance, rating of 1.76. In recognition of the Company’s strong performance in 2020 and the extraordinary contributions of our employees during 2020, the Committee approved a 10 percent increase in the annual bonus payouts to our front-line manufacturing and supply chain employees globally and also authorized one-time cash bonuses of $1,200 to front-line manufacturing and supply chain employees and $600 to all other employees below the executive vice president level. None of our named executive officers or other employees at the level of executive vice president received the additional 10 percent payout under the Annual Incentive Plan or one-time cash bonuses.as adjusted. The Annual Incentive Plan payouts to our named executive officers for 20202023 are discussed in further detail below under “2020“2023 Compensation – Annual Incentive Plan” on pages 51-54.Plan.”

Church & Dwight Co.  |  2021 Proxy Statement  

45


  COMPENSATION DISCUSSION AND ANALYSIS  

 

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, since the value of stock options is directly dependent on the market performance of our common stock. The Committee believes that options are an appropriate vehicle for long-term equity 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 those of our stockholders in delivering TSR.

2020 Executive 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 Highlights

In considerationPeer Group but also balanced the historical reliance on stock options in driving successful results and for 2023 75% of the strong financiallong-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 2019,2023 are measured based on a relative ranking of total shareholder return over a three year performance period as we believe this is the Committee made the following compensation decisions in January 2020:best output metric available.

 

  

Element of Compensation 48 

2020 Compensation Decision

Base Salary

The Committee increased each of our named executive officers’ base salaries by approximately 3 percent, to further align with the corresponding median levels of our Compensation Peer Group (as described below) and industry survey data.

Annual Incentive Plan

The Committee maintained the target bonus percentage for each named executive officer at the same level as in 2019, except for Mr. Dierker, whose target bonus percentage increased from 70 percent to 85 percent. For more information, see the Annual Incentive Plan on pages 51-54.

Option Grants

The Committee increased the stock option grant opportunities for Mr. Farrell, Mr. Dierker, Ms. Bomhard and Mr. Cugine taking into account their market positioning. The new opportunities were 565 percent, 235 percent, 115 percent, and 115 percent of base salary, respectively. Mr. de Maynadier’s grant opportunity remained at 150 percent of base salary. For more information, see “Long-Term Incentives—Stock Options” on pages 54-55.

Peer Groups.    The Committee utilizes two distinct peer groups for benchmarking compensation and measuring financial and plan performance.

The compensation peer group consists of 15 consumer-packaged goods companies, that have similar distribution channels, a significant focus on brand recognition, and revenues in the range of approximately 50 – 200 percent of our revenues (the “Compensation Peer Group”). 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, so we would expect to compete with these companies for executive officer talent. For 2020, the Compensation Peer Group consisted of: The Clorox Company, Coco-Cola Bottling Co. Consolidated, Coty Inc., Edgewell Personal Care Company, Energizer Holdings, Inc., Flowers Foods, Inc., Hain Celestial Group, Inc., Hasbro, Inc., The Hershey Company, the J.M. Smucker Company, McCormick & Company Incorporated, Monster Beverage Corporation, Newell Brands Inc., Perrigo Company, and The Scotts Miracle-Gro Company.

The TSR peer group is a group of nine consumer-packaged goods companies more closely aligned with the Company’s business, without reference to the size of the companies (the “TSR Peer Group”). The Committee compared the Company’s projected 2020 results with respect to EPS growth against the average projected EPS growth of the TSR Peer Group. This comparison against the TSR Peer Group is the key component used when determining the Company’s Annual Incentive Plan payout levels with respect to targeted financial performance against the Company’s Annual Incentive Plan

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metrics. For 2020, the TSR Peer Group consisted of: The Clorox Company, Colgate-Palmolive Company, Edgewell Personal Care Company, Energizer Holdings Inc., Kimberly Clark Corporation, Newell Brands Inc, The Procter & Gamble Company, Reckitt Benckiser Group plc, and Unilever Plc.

20202023 COMPENSATION

The principal components of 20202023 compensation that we paid to our named executive officers were designed to meet our compensation objectives as follows:

 

 

LOGOLOGO

 

  

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The following table summarizes some highlights of ourSTRONG COMPENSATION GOVERNANCE

Our executive compensation governance reflects best practices that drive our compensation programs: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 benefits.benefits (other than pursuant to our standard relocation policy available on the same basis to Vice Presidents and above).

  
 A majority of our executive compensation is performance based.performance-based.     No hedging, pledging or short sales by our non-employee directors or employees with respect to Company securities.
  
 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 Plan utilizes fourfive diverse metrics to avoid over-emphasis on any one short-term measure.   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 change-in-control)change in control).     
  
 Our Compensation & OrganizationHuman Capital Committee engages an independent compensation consultant, who performs no other work for Church & Dwight, to advise on executive and non-employee director compensation matters.     
  
 Clawback policy permitsRobust clawback policies that require the Companyrecoupment of excess incentive-based compensation paid to recoup certain compensation payments and grants made under the Company’s Annual Incentive Plan and Omnibus Incentive Plan to the extent required by law, or pursuant to Company policy or if otherwise agreed uponexecutive officers as a result of a material financial misstatement in accordance with the participant. In addition, underDodd-Frank Act and NYSE rules and that permit the Annual Incentive Plan, the Compensation & Organization Committee has discretion to require repaymentrecoupment of awardscompensation from a broader group of senior leaders in the eventcase of the recipient’s fraud or willful misconduct.material financial misstatements, cause conduct and violations of restrictive covenants.       

DETERMINATION OF COMPETITIVE COMPENSATION

In making executive compensation decisions for 2020, the Committee reviewed data provided by Semler Brossy Consulting Group, LLC, the Committee’s independent compensation consultant (“Semler Brossy”), to

 

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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 firms 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.

The Compensation Peer Group is a group of 15 consumer-packaged goods companies that have revenues in the range of approximately 50 – 200 percent of our revenues. Within this classification, the Committee referenced companies with similar distribution channels and with a significant focus on brand recognition. 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, so we would expect to compete with these companies for executive officer talent. Below is a chart that shows the process used to determine the 2020 Compensation Peer Group:

Process for Determining Compensation Peer Group

LOGO

In 2019 the Committee reviewed the Compensation Peer Group to determine potential changes to use when evaluating 2020 compensation. This review focused on identifying the Company’s closest business comparators, including fast-growing companies, and adding similarly high valuation companies to ensure an appropriately sized analytical comparison within its disclosed peers. Based on the review the Compensation Peer Group was increased from 11 to 15 companies.

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.

In determining a 2020 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

  

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Say-On-Pay Vote and shareholder engagement

At the 2023 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 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 future.

2023 Executive Compensation Highlights

Redesign of Long-Term Incentive Compensation Program. In 2023 the Committee evaluated the structure of our long-term incentive compensation program in the context of our compensation objectives and principles, including pay for performance 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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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.COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

MIX OF PAY

For 2020,2023, approximately 8788 percent of the CEO’s target compensation and, on average 6871 percent of the other named executive officers’ target compensation was 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 target long-term incentives.

 

LOGO

LOGO

SALARIES

For 2020,2023, the Compensation Committee authorizedapproved base salary increases of 2 percent for each of ourall the named executive officers to further align base salaries with the corresponding median levels of approximately 3 percent, which was consistent with market increases for this period.our Compensation Peer Group and industry survey data. The base salaries of our named executive officers as in effect during 2020as of December 31, 2023 are set forth in the table below:

 

Named Executive Officer

2023 Base 

Salary ($) 

  

Named Executive OfficerMatthew T. Farrell

  2020 Base
Salary ($)
1,189,800 
 

Matthew T. FarrellRichard A. Dierker

  1,092,800698,700 
 

Richard A. DierkerPatrick D. de Maynadier

  619,600510,500 
 

Britta B. BomhardBarry A. Bruno

  478,500499,800 
 

Steven P. CugineCarlos G. Linares

  459,400494,700 

Patrick D. de Maynadier

462,600

Compensation of each of our named executive officers is set forth on the “2020“2023 Summary Compensation Table” on page 62.Table.”

 

  

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ANNUAL INCENTIVE PLAN

Our Annual Incentive Plan utilizes fourfive equally weighted metrics, namely: Net Sales, Relative Gross Margin, Diluted EPS, and Cash from Operations. The COVID-19 Pandemic was not a consideration at the time the 2020 Annual Incentive Plan goals were set, nor did the Committee modify or adjust the Annual Incentive Plan goals during the year due to COVID-19 related circumstances.Operations and Strategic Initiatives. The table below summarizes the reasons the Committee utilizes these metrics for our Annual Incentive Plan.

 

LOGO

LOGO

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 support long-term

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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 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

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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. In 2020, the Annual Incentive Plan was adjusted to reflect the effect of unplanned Waterpik tariff cost, the Zicam acquisition, non-cash adjustments to the Flawless acquisition earnout liabilities, the gain on sale related to the PERL WEISS business, and changes in foreign exchange rates. The cumulative effect of these adjustments had a .04 positive impact on the rating, as the reported rating was 1.72 and the adjusted rating was 1.76.

As noted above,below, in structuring total direct compensation for our named executive officers, we have referenced the 50th 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, including in 2020, 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 TSRPerformance 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. In late January or early FebruaryPlan 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 budgetedprojected EPS growth for that year to the average budgetedprojected EPS growth of the Company’s TSRCorporate 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 his or her target percentage of his or her annual base salary. For 2020, we set payout amounts for performance at plan levels that were 20 percent above the amounts that would be paid with respect to a 1.0 rating (or a 1.2 rating) because our budgeted EPS growth of 8 percent was significantly more challenging to achieve than the average budgeted EPS growth of the TSR Peer Group. As a result, if 2020salary (though in certain cases operating plan level performance (i.e.,results in an above target performance)level payout). For 2023, a 1.0 rating was achieved,determined to be appropriate and the participant would receive an award payout representingtarget achievement level for plan performance was therefore set to reflect a 1.2 rating, or 120% of target.1.0 rating. In 2020,2023, the Company delivered superior year over yearDiluted EPS growth of 27.9$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, significantly higher thanexceeding the average of the TSRCorporate Incentive Plan Rating Peer Group.Group, and our target Diluted EPS growth, as adjusted. The Company also exceeded its planned targets for Net Sales, DilutedRelative Gross Margin, Earnings perPer Share, andas adjusted, Cash from Operations, and was slightly below target for Gross Margin,Strategic Initiatives resulting in an actual performance rating of 1.76.1.71. In addition to the strong absolute performance compared to the annual incentive targets, the Company delivered TSR, assuming dividends are reinvested, of 25.518.7 percent following an 8.3a 20.4 percent increasedecrease in TSR during 2019.2022. The bonus amounts payable to our named executive officers under our Annual Incentive Plan are included in the “Non-Equity Incentive Plan Compensation” column of the “2023 Summary Compensation Table on page 62.

In recognition of the Company’s 2020 performance and the significant contributions of our employees during 2020 in the face of significant challenges posed by the COVID-19 Pandemic, management recommended and the Committee approved a 10 percent increase in the annual bonus payouts to our front-line manufacturing and supply chain employees globally and an additional one-time cash bonus to those employees. The Committee also approved an additional one-time cash bonus to all other employees below the level of executive vice president in recognition of their contributions during 2020. Our named executive officers did not receive the additional 10 percent increase in annual bonus payouts or any one-time cash bonus awards in respect of the Company’s 2020 performance.

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Table.”

The following table indicates the percentage of salary payable at a 1.0 target rating, the percentage of salary payable at a 1.21.0 plan rating and the award opportunity for 2020,2023, based on a 1.21.0 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

   Percentage of Salary
Payable at 1.2
Performance Rating
   

Award

Opportunity

(Based on a 1.2

Performance Rating)

  

  Percentage of Salary  

Payable at 1.0

Performance Rating

 

Award

Opportunity

(Based on a 1.0
  Performance Rating)
(1)  

  

Matthew T. Farrell

   115   138  $1,508,100   125% $1,487,300
  

Richard A. Dierker

   85   102  $632,000   90% $  628,800

Britta B. Bomhard

   50   60  $287,100 

Steven P. Cugine

   50   60  $275,600 
  

Patrick D. de Maynadier

   60   72  $333,100   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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As described above,further below, in 20202023 the Committee referenced competitive compensation data provided by Semler Brossy Consulting Group (“Semler Brossy”) in setting the percentage levels.

The following table indicates, with respect to each corporate performance measure, the threshold level of 20202023 performance for which a payout could be made, the target performance level, the maximum performance level, and the actual performance and performance ratings.

20202023 Annual Incentive Plan Performance Ranges, Actual Performance and Performance Ratings

(in millions, except gross margin percentage and per share data)

 

      

Performance Measure (25% weighting each)

  Threshold
(0 rating)
   Target
(1.2 rating)
   Maximum
(2.0 rating)
   Actual
Performance
(as adjusted)
   Rating 

Net Sales

  $4,454   $4,640   $4,826   $4,897    2.00 

Gross Margin

   44.5   45.5   46.5   45.4   1.04 

Diluted Earnings Per Share

  $2.56   $2.67   $2.78   $2.85    2.00 

Cash From Operations

  $801   $890   $979   $1,000    2.00 

Actual Performance Rating (Average)

                       1.76 

     

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 20202023 was equal to the weighted average number rating of these factors, or 1.76.1.71. Based on that performance rating, our named executive officers received award payments under the Annual Incentive Plan for 20202023 as shown in the table below:

Named Executive Officers

20202023 Annual Incentive Plan Payouts

 

      

Name

 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 1.2
Performance Rating)
 

Matthew T. Farrell

  1.20   1.47   1.76  $2,195,700   147

Richard A. Dierker

  1.20   1.47   1,76  $920,200   147

Britta B. Bomhard

  1.20   1.47   1.76  $418,000   147

Steven P. Cugine

  1.20   1.47   1.76  $401,300   147

Patrick D. de Maynadier

  1.20   1.47   1.76  $484,900   147

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  COMPENSATION DISCUSSION AND ANALYSIS  
      

Name

  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

 1.0 1.71 1.71 $2,530,700 171%
      

Richard A. Dierker

 1.0 1.71 1.71 $1,070,000 171%
      

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 “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.

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 2020,2023, the contribution was equal to 8.88.55 percent of each salaried employee’s base salary and Annual Incentive Plan payment.eligible compensation in 2023. Additional information on the profit sharing amount for 20202023 is under the heading “Saving and Profit Sharing Plan for Salaried Employees” below on page 58. In recognition of the Company’s performance in 2020 and the extraordinary efforts of our non-salaried front-line hourly employees in the United States, management recommended and the Committee approved an additional 10 percent increase in the profit sharing contribution made to each employee under the profit sharing plan in which our non-salaried employees in the United States participate. No additional contribution was made under the Savings and Profit Sharing Plan for Salaried Employees.

The profit sharing contributions made to each named executive officer in 20202023 are included in the “All Other Compensation” column of the “2023 Summary Compensation Table on page 62.Table.”

LONG-TERM INCENTIVES—STOCK OPTIONS

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Stock OptionsLONG-TERM 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 2020,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 shares underlying the option, in accordance with U.S. generally accepted accounting 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 2020:2023:

 

have a 10-year term,

have a 10-year term;

 

vest on the third anniversary of the date of grant,grant;

 

vesting is subject to continued service through such vesting date,date; and

 

the exercise price is equal to the fair market value per share on the date of grant, based on the closing price as reported on the NYSE on that date.

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.

 

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Under our long-term incentive program, the Committee grants stock options to each of our named executive officers on an annual basis, based on a percentage of the executive officer’s salary. In connection with our 2020 grants, the Committee used the following percentages of salary based on market data for our named executive officers:

Named Executive Officers

Stock Option Grants as Percent of Salary

  

Name 56 

 Percentage of Salary

Church & Dwight Co.  | 2024 Proxy Statement 


Matthew T. Farrell

 565%

Richard A. Dierker

235%

Britta B. Bomhard

115%

Steven P. Cugine

115%

Patrick D. de Maynadier

150% COMPENSATION DISCUSSION AND ANALYSIS 

The number

Restricted Stock Units. RSUs align the interests of shares underlying stock options granted to our named executive officers are set forth below in the “2020 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 “2020 Grants of Plan-Based Awards” table.

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. 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 because the value of the RSUs increases or decreases as the price of our stock changes. RSUs vest in delivering TSR. On an ongoing basis,equal installments over a three-year period, beginning one year from the Committee reviews with management and our Boarddate of grant.

Performance Stock Units. PSUs align the advisabilityinterests of adopting alternative forms of long-term incentive compensation that are tied to, and provide incentives for, the long-term increase in stockholder value.

In 2018, the Committee amended the Stock Option Grant Agreement for Employees to allow for the exercise of option grants up to the expiration of their full term, post-retirement (the “Post Retirement Option Provision”). Options granted to our named executive officers in 2018 includedwith those of our stockholders because the Post Retirement Option Provision. Since 2007,number of shares of stock earned are tied to the achievement of performance targets as well as changes in our stock option grants includedprice. PSUs pay out at the end of a three-year post-termination vestingperformance 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 incentive award grant date from June to the first trading day of March to align timing more closely with peer practice. Grants to new employees are effective on the date the employee commences employment with us, and exercise period (the “Old Option Provision” and, together withspecial grants made to employees at times other than the Post Retirement Option Provision, the “Option Provisions”). The Option 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 sumtime of the option holder’s age and yearsannual grant are effective on the first trading day of servicethe month following approval of the grant. The per share exercise price of stock options is at least 65; and (iv) pursuantequal to the closing price of a share of our request,common stock on the option holder has signed a waiver and release agreement.date of grant. We believe that the Option Provisions enable us to attractour grant practices are appropriate and retain seasoned executives who have considerable experience. Moreover, we believe the Option Provisions offset the effecteliminate any questions regarding “timing” of the three-year cliff vesting provisionsgrants in anticipation of our stock options, which are less favorable than vesting provisions used by many of the Compensation Peer Group. Many of those companies provide for incremental vesting of stock options during the vesting period, while our optionsmaterial events, since grants become effective in accordance with a long-standing schedule.

We do not vest until they have been held for three years. We believe the Option Provisions encourage our employees to maintain employment with us for an extended periodpermit repricing of time and to align their interests with longer-term Company performance. In addition, in 2019, the Committee amended the Stock Option Grant Agreements for the CEO and the Executive Vice Presidents to provide for a “double trigger” vesting of Options, granted on or after July 30, 2019, in the event of a change-in-control.options without prior stockholder approval.

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  COMPENSATION DISCUSSION AND ANALYSIS  

PERQUISITES AND CHARITABLE 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 20202023 is approximately $2,800$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 20202023 is approximately $5,000$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 $50,000$39,000 in 2020.2023.

20212024 COMPENSATION AND BENEFITS DECISIONS

As shown inFor 2024, the table below, the Compensation & Organization Committee approved salary increasesthe following changes to total direct compensation for 2021 of approximately 3 percent for eachour named executive officer. There were no other changesofficers to any named executive officer’s Annual Incentive Plan or long-term incentive targets for 2021.    

2021 Base Salary

    

Named Executive Officer

  2020 Base
Salary ($)
   2021 Base
Salary ($) ($)
   

Base Salary

%

Increase

 

Matthew T. Farrell

   1,092,800    1,125,600    3 

Richard A. Dierker

   619,600    638,200    3 

Britta B. Bomhard

   478,500    492,900    3 

Steven P. Cugine

   459,400    473,200    3 

Patrick D. de Maynadier

   462,600    476,500    3 

STOCK OPTION GRANT PRACTICES

The Compensation & Organization Committee makes annual stock option grants to executive officers and other employees effective on the Monday falling mostmore closely to the midpoint between the dates of the Company’s first and second quarter earnings releases. A grant to a new employee is effective on the date the employee commences employmentalign 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 sharemedian levels of our common stock on the date of grant. We believe that our stock option grant practices are appropriateCompensation Peer Group and eliminate any questions regarding “timing” of grants in anticipation of material events, since grants become effective in accordance with a long-standing schedule.

The Compensation & Organization Committee delegates to our CEO and the Executive Vice President, Global Human Resources the ability to approve a specific number of stock option grantsindustry survey data 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 74,764 shares for these purposes in 2020. The timing and pricing of the option grants in 2020 conformed to the Compensation & Organization Committee practices described in the preceding paragraph.

We do not permit repricing of options without prior stockholder approval.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% 

  

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 COMPENSATION DISCUSSION AND ANALYSIS 

 

STOCK OWNERSHIP, TRADING GUIDELINES AND SHORT SALE, HEDGING AND PLEDGING POLICIES

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 that require each executive officer to 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 20202023 are shown in the following table:

 

Title

Multiple of

 Salary Subject 

to Guidelines

  

TitleChief Executive Officer

 Multiple of
Salary Subject
to Guidelines
6.0x

Chief ExecutiveFinancial Officer

 6.0x3.0x

Chief Financial OfficerExecutive Vice President

 3.0x

Executive Vice President

2.5x

The calculation of ownership 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

 

shares held outright, and

60 percent of the in-the-money value of vested and unvested stock options.outright.

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, our guidelines require 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, 2020,2022, 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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 COMPENSATION DISCUSSION AND ANALYSIS 

Trading, Short Sale, Hedging and Pledging

Our insider trading policy prohibits our directors, executive officers, and other 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 exchange funds).

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CLAWBACK POLICIES


  COMPENSATION DISCUSSION AND ANALYSIS  

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 executive officers as a result 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 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.

SAVINGS AND PROFIT SHARING PLAN FOR SALARIED EMPLOYEES

This plan, which we sometimes refer to below as the “Savings and Profit Sharing Plan,” is a tax-qualified defined contribution plan available to all of our salaried 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 2020)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 percent of the first five percent of eligible compensation that an employee contributes in any year. In addition, the plan provides a profit 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 “2020“2023 Compensation—Annual Incentive Plan.” Achievement of a 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 2020.2023. Based on 20202023 performance results, the Compensation & OrganizationHuman Capital Committee approved a contribution equal to 8.88.55 percent (5 percent target X 1.2 plan rating X 1.47 performance rating) of a participant’s eligible compensation in 2020.2023. 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 $285,000$330,000 in 2020)2023). As noted above, non-salaried front-line hourly employees in the United States received a 10% increase in the profit sharing contribution made to each employee under the profit sharing plan in which our non-salaried employees in the United States participate.

EXECUTIVE DEFERRED COMPENSATION PLAN

The Executive Deferred Compensation Plan (“EDCP”) and its predecessors collectively have been in effect for over 20 years. The EDCP 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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 COMPENSATION DISCUSSION AND ANALYSIS 

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 Savings and 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 Savings and Profit 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

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  COMPENSATION DISCUSSION AND ANALYSIS  

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 “2020“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 arrangements provide a competitive benefit that enhances our ability to hire and retain capable executive officers.

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. The agreements do not contain an excise tax gross-up provision and, instead provide that, in the event that payments to be made to an executive under the 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.

See “Potential Payments Upon Termination or Change in Control” on pages 69-73 for further information regarding benefits under the change in control and severance agreements.

ACCOUNTING AND TAX CONSIDERATIONS

The Committee considers 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 result in an accounting charge for the Company equal to the fair value of the award issued.

Internal Revenue Code Section 162(m) (“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. The exception for performance-based compensation was eliminated by tax reform legislation under the Tax Cuts and Jobs Act (“TCJA”) for tax years beginning on or after January 1, 2018. The TCJA also expanded the scope of “covered employees” whose compensation may be subject to the deduction limitation by, among other things, including the principal financial officer and providing that once an individual becomes a covered employee for tax years beginning after December 31, 2016, that individual will remain a covered employee for all future years that the employee receives compensation (including after termination of employment). The TCJA included a transition rule under which the changes to Section 162(m) would not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017 and is not materially modified after that date.

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  COMPENSATION DISCUSSION AND ANALYSIS  

We historically structured certain portions of our executive compensation program in a manner intended to be performance-based for purposes of Section 162(m) (as in effect prior to enactment of TCJA) in order to preserve deductibility for federal income tax purposes under this provision. Nevertheless, the 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, the 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.

SAY-ON-PAY VOTE

At the 2020 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 92 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 2020, 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 2020. 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.

ROLE OF EXECUTIVE OFFICERS IN DETERMINING EXECUTIVEHOW COMPENSATION FOR NAMED EXECUTIVE OFFICERSDECISIONS ARE MADE

In connection with 20202023 compensation for executive officers, Mr. Farrell, aided by our Human 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 DISCUSSION AND ANALYSIS 

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 its written Charter, 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, the Compensation & OrganizationHuman Capital Committee directly engages Semler Brossy, an outside independent compensation consulting firm, to assist in its review of compensation for executive officers.

ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

Representatives from Semler Brossy attend Compensation & OrganizationHuman Capital Committee meetings, participate in executive sessions, and communicate directly with the Committee. Semler Brossy also provides independent consulting services to the Nominating, Governance & GovernanceCorporate Responsibility Committee regarding non-employee director compensation. In its role as 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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 COMPENSATION DISCUSSION AND ANALYSIS 

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 firms 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 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 DISCUSSION AND ANALYSIS 

   

Company Name

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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COMPENSATION & ORGANIZATION COMMITTEE REPORTDISCUSSION AND ANALYSIS  

 

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 & HUMAN CAPITAL COMMITTEE REPORT 

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, 2020.2023.

Respectfully submitted,

Arthur B. Winkleblack,Penry W. Price, Chair

Bradley C. Irwin

Penry W. PriceRavichandra K. Saligram

Janet S. Vergis

Laurie J. Yoler

 

  

Church & Dwight Co.  | 20212024 Proxy Statement 

 

 

61 65 

 


  2020 2023 SUMMARY COMPENSATION TABLE  

 

20202023 SUMMARY COMPENSATION TABLE

The following table sets forth information regarding the compensation for 2020, 2019,2023, 2022, and 20182021 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 2020,2023, or our “named executive officers,” as defined in Item 402 of Regulation S-K.

 

    

Name and Principal Position

 Year  Salary
($)
(1)
  

Bonus(2)

($)

  Stock
Awards
(3)
  Option
Awards
($)
(3)
  Non-Equity
Incentive
Plan
Compensation
($)
(1)(4)
  All Other
Compensation
($)
  Total
($)
  Year  Salary
($)
(1)
  Bonus
($)
  Stock
Awards
(2)
  Option
Awards
($)
(2)
  

Non-Equity
Incentive

Plan
Compensation
($)
(1)(3)

  All Other
Compensation
($)
(9)
  

Total

($)

 
  

Matthew T. Farrell(5)(4)

  2020   1,084,825     6,174,305   2,195,700   434,962(6)   9,889,792   2023   1,183,975      1,808,075   5,424,225   2,530,700   235,191   11,182,166 

Chairman, President and

  2019   1,053,175     5,622,770   1,937,800   371,377   8,985,122   2022   1,156,275         6,590,772   453,600   174,764   8,375,361 

Chief Executive Officer

  2018   1,022,500   208,100    4,377,524   1,387,500   272,089   7,267,713   2021   1,117,400         6,359,608   1,130,800   281,718   8,889,526 

Richard A. Dierker(7)

  2020   615,075     1,456,057   920,200   194,310(8)   3,185,642 

Executive Vice President, Chief

  2019   597,124     1,323,300   668,800   176,140   2,765,364 

Financial Officer

  2018   579,750   71,800   50,280   963,614   478,900   126,789   2,271,133 

Britta B. Bomhard(9)

  2020   475,000     550,318   418,000   134,308(10)   1,577,626 
  

Richard A. Dierker(5)

  2023   695,275      496,625   1,489,875   1,070,000   136,450   3,888,225 

Executive Vice President,

  2019   461,125     487,725   368,900   127,290   1,445,041   2022   673,300         1,780,976   191,400   100,087   2,745,763 

Chief Marketing Officer

  2018   447,750   39,600   50,280   450,959   264,200   91,338   1,344,127 

Steven P. Cugine(11)

  2020   456,050     528,295   401,300   124,814(12)   1,548,459 

Executive Vice President,

  2019   442,750     468,300   354,200   123,466   1,388,716 

New Global Products Innovation

         

Patrick D. de Maynadier(13)

  2020   459,225     693,912   484,900   110,326(14)   1,748,363 

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,

  2019   445,825     673,650   428,000   105,858   1,653,333   2022   494,500         750,728   94,900   85,460   1,425,588 

General Counsel & Secretary

  2018   432,750   46,000     632,191   306,400   83,401   1,500,742   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 20202023 under the EDCP as follows: Mr. Farrell, $149,792;$168,678; Mr. Dierker, $455,955; Ms. Bomhard, $317,972;$601,126; Mr. Cugine, $28,479; andBruno, $86,160; Mr. de Maynadier, $0.$343,305; and Mr. Linares, $688,915.

 

 (2)

Includes 15 percent additional bonus as the Company delivered EPS growth of 17 percent and extraordinary TSR of 33.2 percent.

(3)

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 12 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 20202023 filed with the SEC on February 18, 2021.15, 2024. The below table provides the aggregate value of the performance stock units at the grant date at the target and maximum performance levels. The actual value of the performance stock units at the time of payout will depend upon the achievement of the relative TSR performance measure, as well as the price of our Common Stock at the time of the vesting. For information regarding the number of shares subject to 20202023 stock option and restricted stock grants and other features of those grants, see the “2020“2023 Grants of Plan-Based Awards” table on page 64. In 2019, Mr. Dierker and Ms. Bomhard received grants of restricted stock for their respective sustained superior performance and to encourage retention.table.

   

Named Officer

  PSU Value at
Target Level
(Reported in
Stock Awards
column above)
($)
   

PSU Value at
Maximum
Level

($)

   

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

 

 (4)(3)

Includes payments under the Annual Incentive Plan based on achievement of corporate performance measures. See “Compensation Discussion and Analysis—20202023 Compensation—Annual Incentive Plan” for further information regarding payments for 2020.2023.

(4)

Mr. Farrell’s base salary increased to $1,189,800 effective April 1, 2023.

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Church & Dwight Co.  | 2024 Proxy Statement 


 2023 SUMMARY COMPENSATION TABLE 

 

 (5)

Mr. Farrell’sDierker’s base salary increased to $1,092,800$698,700 effective April 1, 2020.2023.

 

 (6)

Includes $417,122 of employer retirement savings contributions, of which $280,241 was contributed to Mr. Farrell’s account under the Savings and Profit Sharing Plan for Salaried Employees and $136,881 was contributed to his account under the EDCP, based on statutory limits. This also includes reimbursement for a physical examination, $5,000 for a Company provided financial planning program, and donations of $10,000 that we made to non-profit organizations with which Mr. Farrell is involved.

(7)

Mr. Dierker’s base salary increased to $619,600 effective April 1, 2020.

(8)

Includes $177,175 of the employer retirement savings contributions, of which $127,231 was contributed to Mr. Dierker’s account under the Savings and Profit Sharing Plan for Salaried Employees and $49,944 was contributed to his account under the EDCP, based on statutory limits. This also includes reimbursement for a physical examination, $5,000 for a Company provided financial planning program, and donations of $10,000 that we made to non-profit organizations with which Mr. Dierker is involved.

(9)

Ms. Bomhard’s base salary increased to $478,500 effective April 1, 2020.

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  Church & Dwight Co.  |  2021 Proxy Statement


  2020 SUMMARY COMPENSATION TABLE  

(10)

Includes $116,458 of employer retirement savings contributions, of which $88,513 was contributed to Ms. Bomhard’s account under the Savings and Profit Sharing Plan for Salaried Employees and $27,945 was contributed to her account under the EDCP, based on statutory limits. This also includes reimbursement for a physical examination, $5,000 for a Company provided financial planning program, and donations of $10,000 that we made to non-profit organizations with which Ms. Bomhard is involved.

(11)

Mr. Cugine’s base salary increased to $459,400 effective April 1, 2020.

(12)

Includes $111,814 of employer retirement savings contributions, of which $85,552 was contributed to Mr. Cugine’s account under the Savings and Profit Sharing Plan for Salaried Employees and $26,262 was contributed to his account under the EDCP, based on statutory limits. This also includes reimbursement for a physical examination, $5,000 for a Company provided financial planning program, and donations of $10,000 that we made to non-profit organizations with which Mr. Cugine is involved.

(13)

Mr. de Maynadier’s base salary increased to $462,600$510,500 effective April 1, 2020.2023.

 

 (14)(7)

Includes $92,326 of employer retirement savings contributions, of which $92,326 was contributedMr. Bruno’s base salary increased to Mr. de Maynadier’s account under the Savings and Profit Sharing Plan for Salaried Employees and $0 was contributed to his account under the EDCP, based on statutory limits. This also includes reimbursement for a physical examination, $5,000 for a Company provided financial planning program, and donations of $10,000 that we made to non-profit organizations with which Mr. de Maynadier is involved.$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:

  

Church & Dwight Co.  | 20212024 Proxy Statement 

 

 

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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.  | 2024 Proxy Statement 


 2020 2023 GRANTS OF PLAN-BASED AWARDS 

 

20202023 GRANTS OF PLAN-BASED AWARDS

The following table provides information regarding plan-based awards granted to our named executive officers in 2020.2023.

 

    

Name

 

Grant

Date(1)

  

Approval

Date(1)

  

 

Estimated Possible

Payouts Under Non-Equity

Incentive Plan Awards(3)

  

All Other

Stock

Awards: No

of Shares of

Common

Stock or

Units

(#)

  

All Other

Option

Awards:

Number of

Securities

Underlying

Options

(#)(4)

  

Exercise or

Base Price

of Option

Awards

($ / Sh)

  

Grant Date

Fair Value

of Stock

and Option

Awards

($)(5)

  

Grant

Date(1)

  

Approval

Date(1)

  

 

Estimated Possible

Payouts Under Non-Equity
Incentive Plan Awards
(3)

  Estimated Possible
Payouts Under Equity
Incentive Plan Awards
(4)
  

All Other

Stock

Awards:
Number of

Shares of
Stock or
Units

(#)(5)

  

All Other

Option

Awards:

Number of

Securities

Underlying

Options

(#)(6)

  

Exercise or
Base Price
of Option

Awards
($ / Sh)

  

Grant Date

Fair Value

of Stock

and Option
Awards

($)(7)

 

Threshold

($)(2)

  

Target

(at 1.0 rating)

($)

  

Maximum

($)

 

Threshold

($)(2)

  

Target

(at 1.0
rating)
($)

  

Maximum

($)

  

Threshold

(#)(2)

  

Target

(at 1.0
rating)

(#)

  

Maximum

(#)

 
  

Matthew T. Farrell

  06/15/2020   04/28/2020   —     1,247,500   2,495,100   —     485,020   73.87   6,174,305  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Annual Incentive Plan

 

 

 

 

  —    1,480,000   2,737,900  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Stock Options

  3/1/2023   1/31/2023  

 

 

 

 

 

 

 

 

 

 

 

 

 

  226,670  $83.13   5,424,225 
  

Restricted Stock Units

  3/1/2023   1/31/2023  

 

 

 

 

 

 

 

 

 

 

 

  8,700  

 

 

 

  723,230 
  

Performance Stock Units

  3/1/2023   1/31/2023  

 

 

 

 

 

  —    9,780   19,560  

 

 

 

 

 

  1,084,845 
  

Richard A. Dierker

  06/15/2020   04/28/2020   —     522,800   1,045,600   —     114,380   73.87   1,456,057  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Britta B. Bomhard

  06/15/2020   04/28/2020   —     237,500   475,000   —     43,230   73.87   550,318 

Steven P. Cugine

  06/15/2020   04/28/2020   —     228,000   456,100   —     41,500   73.87   528,295 
  

Annual Incentive Plan

 

 

 

 

  —    625,700   1,157,600  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Stock Options

  3/1/2023   1/31/2023  

 

 

 

 

 

 

 

 

 

 

 

 

 

  62,260  $83.13   1,489,875 
  

Restricted Stock Units

  3/1/2023   1/31/2023  

 

 

 

 

 

 

 

 

 

 

 

  2,390  

 

 

 

  198,650 
  

Performance Stock Units

  3/1/2023   1/31/2023  

 

 

 

 

 

  —    2,690   5,380  

 

 

 

 

 

  297,975 
  

Patrick D. de Maynadier

  06/15/2020   04/28/2020   —     275,500   551,100   —     54,510   73.87   693,912  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Annual Incentive Plan

 

 

 

 

  —    304,800   563,900  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Stock Options

  3/1/2023   1/31/2023  

 

 

 

 

 

 

 

 

 

 

 

 

 

  25,880  $83.13   619,369 
  

Restricted Stock Units

  3/1/2023   1/31/2023  

 

 

 

 

 

 

 

 

 

 

 

  990  

 

 

 

  82,583 
  

Performance Stock Units

  3/1/2023   1/31/2023  

 

 

 

 

 

  —    1,120   2,240  

 

 

 

 

 

  123,874 
  

Barry A. Bruno

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Annual Incentive Plan

 

 

 

 

  —    348,100   644,100  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Stock Options

  3/1/2023   1/31/2023  

 

 

 

 

 

 

 

 

 

 

 

 

 

  26,110  $83.13   624,750 
  

Restricted Stock Units

  3/1/2023   1/31/2023  

 

 

 

 

 

 

 

 

 

 

 

  1,000  

 

 

 

  83,300 
  

Performance Stock Units

  3/1/2023   1/31/2023  

 

 

 

 

 

  —    1,130   2,260  

 

 

 

 

 

  124,950 
  

Carlos G. Linares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Annual Incentive Plan

 

 

 

 

  —    270,800   500,900  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

Stock Options

  3/1/2023   1/31/2023  

 

 

 

 

 

 

 

 

 

 

 

 

 

  19,760  $83.13   472,875 
  

Restricted Stock Units

  3/1/2023   1/31/2023  

 

 

 

 

 

 

 

 

 

 

 

  760  

 

 

 

  63,050 
  

Performance Stock Units

  3/1/2023   1/31/2023   

 

  

 

  

 

  —    850   1,700   

 

  

 

  

 

  94,575 

 

 (1)

For information regarding the timing of stock optionLong-Term Incentive grants, see “Compensation Discussion and Analysis—Stock OptionLong-Term Incentive Grant Practices.”

 

 (2)

There is no specified minimum award payout under the Annual Incentive Plan.payout.

 

 (3)

Constitutes target and maximum award opportunities for our named executives under our Annual Incentive Plan. See “Compensation Discussion and Analysis—20202023 Compensation—Annual Incentive Plan” for information regarding the criteria applied in determining the amounts payable under the awards. The actual amounts paid with respect to these awards are included in the “Non-Equity Incentive Plan Compensation” column in the “2020“2023 Summary Compensation Table”. Amounts are rounded to the nearest $100.

 

 (4)

Constitutes the performance stock units target and maximum award opportunities for our named executive officers.

(5)

These amounts include awards of restricted stock units granted to our named executive officers on March 1, 2023.

Church & Dwight Co.  | 2024 Proxy Statement 

 69 


 2023 GRANTS OF PLAN-BASED AWARDS 

(6)

The amounts shown in this column represent the shares of our common stock underlying options granted under the Omnibus Equity Compensation Plan in 2020.2023. All options were granted with an exercise price per share equal to the closing price per share as reported on the NYSE on the date of grant. The options vest as to all underlying shares on the third anniversary of the date of grant and terminate ten years from the date of grant, subject to earlier termination upon the occurrence of specified events. 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)change in control).

 

 (5)(7)

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 12 to our consolidated financial statements in our Annual Report Form 10-K for the fiscal year ended December 31, 20202023 filed with the SEC on February 18, 2021.15, 2024.

 

  

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Church & Dwight Co.  | 20212024 Proxy Statement

 


   2020 2023 OUTSTANDING EQUITY AWARDS 

 

20202023 OUTSTANDING EQUITY AWARDS 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, 2020.2023.

 

     
  Option Awards   Stock   Awards  Option Awards  Stock Awards 
          

Name

  Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
   Number of
Securities
Underlying
Unexercised
Options
(#)
(1)
Unexercisable
   Option
Exercise
Price
($)
   Option
Expiration
Date
   

Number of
Shares or
Units of
Stock That
Have Not
Vested

(#)(2)

   

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested

($)(3)

  Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
  Number of
Securities
Underlying
Unexercised
Options
(#)
(1)
Unexercisable
  Option
Exercise
Price
($)
  Option
Expiration
Date
  

Number of
Shares or
Units of
Stock That
Have Not
Vested

(#)(2)

  

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested

(#)(3)

  Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(4)
  

Equity Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units

or Other
Rights That
Have Not
Vested
(3)

 
  

Matthew T. Farrell

                
   189,640      30.96    6/17/2023        

Stock Options

  556,800   $41.76   1/4/2026    
   142,120      34.81    6/16/2024        

Stock Options

  398,550   $53.75   6/19/2027    
   168,900      41.92    6/22/2025        

Stock Options

  454,100   $50.28   6/18/2028    
   556,800      41.76    1/04/2026        

Stock Options

  376,610   $77.33   6/17/2029    
   398,550      53.75    6/19/2027        

Stock Options

  485,020   $73.87   6/15/2030    
     454,100    50.28    6/18/2028        

Stock Options

   367,820  $84.54   6/14/2031    
     376,610    77.33    6/17/2029        

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 
     485,020    73.87    6/15/2030        

Richard A. Dierker

                
     99,960    50.28    6/18/2028        

Stock Options

  24,380   $73.87   6/15/2030    
     88,630    77.33    6/17/2029        

Stock Options

   86,740  $84.54   6/14/2031    
     114,380    73.87    6/15/2030        

Stock Options

   83,340  $84.85   6/13/2032    
           1,000    87,230   

Britta B. Bomhard

             

Stock Options

   62,260  $83.13   3/1/2033    
   5,500      34.81    6/16/2024        

Restricted Stock Units

   2,390   225,998    
   4,000      34.84    10/1/2024        
   5,360      41.92    6/22/2025      
   3,000      41.90    10/1/2025      
   41,710      53.75    6/19/2027      
     46,780    50.28    6/18/2028      
     32,670    77.33    6/17/2029      
     43,230    73.87    6/15/2030      
           1,000    87,230 

Steven P. Cugine

             
   31,760      41.92    6/22/2025      
   46,200      49.62    6/20/2026      
   4,620      49.62    6/20/2026      
   40,000      53.75    6/19/2027      
   4,000      53.75    6/19/2027      
     44,920    50.28    6/18/2028      
     31,370    77.33    6/17/2029      

Performance Stock Units

   2,690   254,366 
     41,500    73.87    6/15/2030        

Patrick D. de Maynadier

                
   65,948(4)      34.81    6/16/2024        

Stock Options

  58,240(5)   $53.75   6/19/2027    
   77,960(4)      41.92    6/22/2025        

Stock Options

  65,580(5)   $50.28   6/18/2028    
   68,460(5)      49.62    6/20/2026        

Stock Options

  45,120   $77.33   6/17/2029    
   58,240(6)      53.75    6/19/2027        

Stock Options

  54,510   $73.87   6/15/2030    
     65,580(6)    50.28    6/18/2028        

Stock Options

   41,340  $84.54   6/14/2031    
     45,120    77.33    6/17/2029        

Stock Options

   35,130  $84.85   6/13/2032    
      54,510    73.87    6/15/2030          

Stock Options

   25,880  $83.13   3/1/2033    
  

Restricted Stock Units

   990   93,614    
  

Performance Stock Units

   1,120   105,907 
  

Barry A. Bruno

   
  

Stock Options

  10,993(6)   $41.92   6/22/2025    
  

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 

 71 


 2023 OUTSTANDING EQUITY AWARDS 

Option Exercise Price ($)

Expiration DateVesting Date
   

Option Exercise Price ($)86.60

  Expiration Date1/04/2031  Vesting Date1/04/2024

50.28

6/18/20286/18/2021

77.33

6/17/20296/17/2022

73.87

6/15/20306/15/2023

  

Church & Dwight Co.  |  2021 Proxy Statement  

84.54

  

65


6/14/20316/14/2024
  2020 OUTSTANDING EQUITY AWARDS   

82.24

10/01/203110/01/2024

84.85

6/13/20326/13/2025

83.13

3/1/20333/1/2026

In the event of a “change in control,” as defined in the Omnibus Equity Compensation Plan, all stock options granted prior to July 30, 2019, immediately vest upon a change in control 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)change in control).

 

 (2)

Restricted Stock awards held by each of ourRepresents the restricted stock units awarded to the named executive officers vest as follows:part of their annual equity grants.

No. of
Shares
Vesting
Date

Richard A. Dierker

1,0006/18/2021

Britta B. Bomhard

1,0006/18/2021

 

 (3)

Based on the $87.23closing price per share closing price of our common stock on December 31, 2020, as reported on the NYSE.29, 2023, of $94.56.

 

 (4)

The economic interestRepresents the number of one-halfperformance 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 shares subject to this option has been transferred pursuant to a marital settlement agreement.target payout at the end of fiscal year 2023.

 

 (5)

The economic interest of one-thirdone-sixth of the shares subject to this option has been transferred pursuant to a marital settlement agreement.

 

 (6)

The economic interest of one-sixth1,167, 1,054, 951, 994, and 669 of the shares subject to this option has been transferred pursuantthe 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 marital settlement agreement.penalty for violations of Company policies.

 

  

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Church & Dwight Co.  | 20212024 Proxy Statement

 


    2020 2023 OPTION EXERCISES AND STOCK VESTED 

 

20202023 OPTION EXERCISES AND STOCK VESTED

The following table provides information regarding option exercises and stock vested by our named executive officers during 2020.2023.

 

    
  Option Awards   Stock Awards  Option Awards  Stock Awards 
      

Name

  Number of Shares
Acquired on Exercise
(#)
   Value Realized
on Exercise
($)
   Number of Shares
Acquired on Vesting
(#)
   Value Realized
on Vesting
($)
    # Shares Acquired  
on Exercise
  

  Value Realized  

on Exercise

($)

  

  # Shares Acquired  

on Vesting

  

  Value Realized  

on Vesting

($)

 

Matthew T. Farrell

   280,580    18,734,139    —      —    

 

311,020

 

 

 

17,987,088

 

 

 

— 

 

 

 

— 

 

Richard A. Dierker

   103,130    3,982,259    —      —    

 

178,630

 

 

 

3,690,966

 

 

 

— 

 

 

 

— 

 

Britta B. Bomhard

   59,260    1,850,941    —      —   

Steven P. Cugine

   70,780    3,351,684    —      —   

Patrick D. de Maynadier

   96,272    6,245,382(1)    —      —    

 

68,460

 

 

 

3,247,962

 

 

 

— 

 

 

 

— 

 

Barry Bruno

 

 

10,440

 

 

 

643,444

 

 

 

— 

 

 

 

— 

 

Carlos Linares

 

 

— 

 

 

 

— 

 

 

 

— 

 

 

 

— 

 

 

(1)

One-half of the value realized upon exercise was transferred by Mr. de Maynadier pursuant to a marital settlement agreement.

  

Church & Dwight Co.  | 20212024 Proxy Statement 

 

 

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  2020 2023 NONQUALIFIED DEFERRED COMPENSATION   

 

20202023 NONQUALIFIED DEFERRED COMPENSATION

Our named executive officers are among the employees eligible to participate in the EDCP. Participants can elect to defer up to 85 percent of each of their salary and Annual IncentiveExecutive Deferred Compensation Plan payments.(“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 2020.2023.

 

    

Name

 Executive
Contributions
in Last
Fiscal Year
($)
(1)
  

Registrant
Contributions

in Last

Fiscal Year
($)
(1)

  Aggregate
Earnings
in Last
Fiscal Year
($)
  Aggregate
Withdrawals /
Distributions
  Aggregate
Balance at
Last Fiscal
Year-End
($)
(2)
  Executive
Contributions
in Last
Fiscal Year
($)
(1)
  

Registrant
Contributions

in Last

Fiscal Year
($)
(1)

  Aggregate
Earnings
in Last
Fiscal Year
($)
  

Aggregate
   Withdrawals /   

Distributions

  Aggregate
Balance at
Last Fiscal
Year-End
($)
(2)
 

Matthew T. Farrell

  149,792   379,622   2,107,732   —     10,843,526  

 

168,678

 

 

 

280,476

 

 

 

1,980,135

 

 

 

— 

 

 

 

13,195,439

 

Richard A. Dierker

  455,955   139,675   438,698   —     2,564,306  

 

601,126

 

 

 

112,593

 

 

 

861,496

 

 

 

— 

 

 

 

4,824,047

 

Britta B. Bomhard

  317,972   78,958   146,472   —     1,733,493 

Steven P. Cugine

  28,479   97,564   617,237   —     5,408,202 

Patrick D. de Maynadier

  —     54,826   452,868   —     2,666,456 

Patrick D. de Maynadier(3)

 

 

343,305

 

 

 

47,932

 

 

 

319,508

 

 

 

— 

 

 

 

3,883,355

 

Barry A. Bruno

 

 

86,160

 

 

 

52,576

 

 

 

121,525

 

 

 

— 

 

 

 

706,565

 

Carlos G. Linares

 

 

688,915

 

 

 

65,710

 

 

 

814,017

 

 

 

— 

 

 

 

5,069,109

 

 

 (1)

All amounts shown in this column are reported as compensation in the “2020“2023 Summary Compensation Table” for 2020.2023. These amounts include contributions made after the end of 20202023 which were earned with respect to 2020.2023.

 

 (2)

Includes amounts that are reported as compensation in the “2020“2023 Summary Compensation Table” for 20192022 and 20182021 as follows: Mr. Farrell, $664,072;$887,158; Mr. Dierker, $610,368; Ms. Bomhard, $557,307;$1,148,617; Mr. Cugine, $175,358;Bruno, $119,043; and Mr. de Maynadier, $107,419.$496,780. Amounts shown in this column also include contributions made after the end of 20202023 which were earned with respect to 2020.2023.

 

(3)

A portion of Mr. de Maynadier’s account balance is subject to a marital settlement agreement.

  

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Church & Dwight Co.  | 20212024 Proxy Statement

 


   POTENTIAL PAYMENTS UPON TERMINATION 

 

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

In this section, we describe payments that may have 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, 20202023 (except as otherwise noted).

The information in this section does not include information relating to the following:

 

distributions under the EDCP—see “2020“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 the Savings and Profit Sharing Plan for Salaried Employees,

 

restricted shares and shares underlying options that vested prior to the termination event—see the “2020 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

Church & Dwight Co.  |  2021 Proxy Statement  

69


  POTENTIAL PAYMENTS UPON TERMINATION  

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 based on actual performance multiplied by a fraction equal to 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 award and six months following the date of termination of employment).

“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.

VESTING PROVISIONS PERTAINING TO STOCK OPTIONS AND RESTRICTED STOCKLONG-TERM INCENTIVE AWARDS UPON A CHANGE IN CONTROL

On July 30, 2019,Under the Board of Directors approved an amendment (the “Amendment”) to theChurch & Dwight Co., Inc. 2022 Omnibus Equity Compensation Plan which requiresa “double trigger” is required for the vesting of 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 Amendment,Omnibus Equity Compensation Plan , if, in connection with a “change of control,” which definition of “change inof control” is similar to thatthe definition of “change in control” under the Change in Control and Severance Agreements, 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, the

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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 the grantee’s termination of employment, and the denominator of which is 1,095. Stock options and restricted stock granted prior to July 30, 2019, vest immediately upon a change inof control, unless the Board of Directors determines otherwise.

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  Church & Dwight Co.  |  2021 Proxy Statement


  POTENTIAL PAYMENTS UPON TERMINATION  

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, 20202023, 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 $87.23$94.56 closing price per share of our common stock on December 31, 2020,29, 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. As of December 31, 2020, Messrs. Farrell, Cuginetable as they would accelerate for named executive officers who either are terminated without cause or voluntarily terminate and, de Maynadier met the minimumin each case, meet our “age plus years of service” requirement for retirement.

Restricted stock benefit amounts are equal to the product of the number of restricted shares as to which vesting will be accelerated upon the occurrence of the termination event multiplied by the $87.23 closing price per share of our common stock on December 31, 2020, as reported on the NYSE. These benefit amounts are payable upon a voluntary termination of a named executive officer, provided such officer meets ourand other contractual qualifications for “retirement,” or“retirement” treatment, and upon the death or disability, of such executive, 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, 2020,2023, Messrs. Farrell, Cuginede Maynadier and de MaynadierLinares met the minimum “age plus years of service” requirement for retirement.

 

Health and Welfare Benefits are equal to the costs we would incur to maintain such benefits for the applicable period.

 

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 2020 are reported in the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table on page 62.

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.

Matthew T. Farrell

 

     

Benefit Type

  Change in
Control
Termination
without Cause
or for Good
Reason ($)
   Non-Change
in Control
Termination
without
Cause($)
   Voluntary
Termination ($)
   Death or
Disability ($)
 

Severance Payments

   7,048,560    2,185,600    —      —   

Stock Options

   26,987,301    —      —      —   

Restricted Stock

   —      —      —      —   

Excise Tax and Gross-Ups

   —      —      —      —   

Health and Welfare Benefits

   39,080    26,053    —      —   

Total

   34,074,941    2,211,653    —      —   

  

Church & Dwight Co.  | 20212024 Proxy Statement 

 

 

71 77 

 


 POTENTIAL PAYMENTS UPON TERMINATION   

 

Richard A. Dierker

    

Benefit Type

  Change in
Control
Termination
without Cause
or for Good
Reason ($)
   Non-Change
in Control
Termination
without
Cause($)
   Voluntary
Termination ($)
   Death or
Disability ($)
 

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

   2,292,520    619,600    —      —     8,031,150   2,379,600   —    —  

Stock Options

   6,099,076    —      —      —     9,271,056   9,271,056   9,271,056   9,271,056 

Restricted Stock

   87,230    —      —      —   

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

   41,476    20,738    —      —     48,998   32,665   —    —  

Total

   8,520,302    640,338    —      —     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 

 

Britta B. Bomhard

     

Benefit Type

  Change in
Control
Termination
without Cause
or for Good
Reason ($)
   Non-Change
in Control
Termination
without
Cause($)
   Voluntary
Termination ($)
   Death or
Disability ($)
 

Severance Payments

   1,435,500    478,500    —      —   

Stock Options

   2,629,507    —      —      —   

Restricted Stock

   87,230    —      —      —   

Excise Tax and Gross-Ups

   —      —      —      —   

Health and Welfare Benefits

   25,964    12,982    —      —   

Total

   4,178,201    491,482    —      —   

Steven P. Cugine

     

Benefit Type

  Change in
Control
Termination
without Cause
or for Good
Reason ($)
   Non-Change
in Control
Termination
without
Cause($)
   Voluntary
Termination ($)
   Death or
Disability ($)
 

Severance Payments

   1,378,200    459,400    —      —   

Stock Options

   2,524,797    —      —      —   

Restricted Stock

   —      —      —      —   

Excise Tax and Gross-Ups

   —      —      —      —   

Health and Welfare Benefits

   40,337    20,168    —      —   

Total

   3,943,334    479,568    —      —   

  

 78 

       72 

 

 

Church & Dwight Co.  | 20212024 Proxy Statement

 


   POTENTIAL PAYMENTS UPON TERMINATION 

 

Patrick D. de Maynadier

    

Benefit Type

  Change in
Control
Termination
without Cause
or for Good
Reason ($)
   Non-Change
in Control
Termination
without
Cause($)
   Voluntary
Termination ($)
   Death or
Disability ($)
 

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

   1,480,320    462,600    —      —     1,533,570   494,700   —    —  

Stock Options

   3,598,123(1)    —      —      —     763,255   763,255   763,255   763,255 

Restricted Stock

   —      —      —      —   

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

   25,925    12,962    —      —     30,444   15,222   —    —  

Total

   5,104,368    475,562    —      —     2,479,510   1,425,418   915,496   861,912 

 

 (1)

“Severance Payments” amount for each of our named executive officers includes $10,000 outplacement benefit.

(2)

A portion of theseMr. de Maynadier’s options are subject to a marital settlement agreement.

 

  

Church & Dwight Co.  | 20212024 Proxy Statement 

 

 

73 79 

 


 CEO PAY RATIO  

 

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 for our CEO in 20202023 was approximately 140:126.4:1 times the 20202023 pay for our median employee.

As a result of the rules 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, 2020,2023 by examining the 20202023 target total cash compensation (base salary plus target bonus) for all individuals excluding our CEO, who were employed by us on November 30, 2020.2023. 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 6four employees from Brazil, which represented less than 1one percent of the Company’s total employee population of 5,1005,575 as of November 30, 2020.2023. 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.

We calculated annual total compensation for that employee using the same methodology we use for our named executive officers as set forth in the 20202023 Summary Compensation Table in this Proxy Statement.

As illustrated in the table below, our 20202023 CEO to median employee pay ratio is 140:126.4:1.

 

  
  

CEO to Median Employee

Pay Ratio

   

CEO to Median Employee

Pay Ratio

 
    
  President
and CEO
       Median
Employee
   President
and CEO
       Median
Employee
 

Base Salary

  $1,084,825      $60,044   $1,183,975      $74,124 

Option Awards

   6,174,305       —   

Restricted Stock Units

   —         —   

Annual Incentive Plan Compensation

   2,195,700       3,170    2,530,700       5,070 
Long-Term Incentive Awards   7,232,300       —  

All Other Compensation

   434,962       5,591    235,191       9,287 

TOTAL

  $9,889,792      $70,649    11,182,166       88,482 

CEO Pay to Median Employee Pay Ratio

   140    :    1    126.4        1 

 

  

 80 

       74 

 

 

Church & Dwight Co.  | 20212024 Proxy Statement

 


   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.

Church & Dwight Co.  | 2024 Proxy Statement 

 81 


 EQUITY COMPENSATION PLAN INFORMATION 

 

EQUITY COMPENSATION PLAN INFORMATION

AS OF DECEMBER 31, 20202023

The following table provides information as of December 31, 2020,2023, regarding securities issuable under our equity compensation plans, all of which were approved by our stockholders.

 

    

Plan Category

  (a)
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options
   (b)
Weighted-Average
Exercise Price of
Outstanding Options ($)
   (c)
Number of Securities
Remaining Available for
Future Issuance
Under Compensation Plans
(excludes securities
reflected in column (a))
  (a)
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
warrants and rights
  (b)
Weighted-Average
Exercise Price of
Outstanding Options,
warrants and rights ($)
  (c)
Number of Securities
Remaining Available for
Future Issuance
Under Compensation Plans
(excludes securities
reflected in column (a))
 

Equity Compensation Plans

Approved by Stockholders

   12,687,302    50.72    19,781,585   10,269,686  $68.77   16,141,411 

 

  

 82 

Church & Dwight Co.  | 20212024 Proxy Statement 

 


 

75

 PAY VERSUS PERFORMANCE 
PAY VERSUS PERFORMANCE
As required under the SEC pay versus performance rules adopted under the Dodd-Frank Act (“PvP Rules”), we are providing the following information about the relationship between “compensation actually paid” to our CEO (referred to below as our principal executive officer or PEO) and average “compensation actually paid” to our named executive officers (“NEOs”) and certain financial performance of the Company for the last three years, in each case, calculated in a manner consistent with PvP Rules. For further information concerning the Company’s variable
pay-for-performance
philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.”
 
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.
Church & Dwight Co.
 | 2024 Proxy Statement 
 83 


 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:
2023: Richard Dierker, Patrick de Maynadier, Barry Bruno, Carlos Linares
2022: Richard Dierker, Patrick de Maynadier, Barry Bruno, Carlos Linares
2021: Richard Dierker, Patrick de Maynadier, Britta Bomhard, Barry Bruno
2020: Richard Dierker, Patrick de Maynadier, Britta Bomhard, Steven Cugine
(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:
2023: The cost of restricted stock issued for the Hero acquisition ($0.12)
 84 
Church & Dwight Co.
 | 2024 Proxy Statement 

 PAY VERSUS PERFORMANCE 
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)
2021: The favorable adjustment to Flawless earnout ($0.30) and the operational and transactional cost of the Therabreath acquisition ($0.02)
2020: The favorable adjustment to Flawless earnout ($0.28), gain on sale of an international brand ($0.01) and the operational and transactional cost of the Zicam acquisition ($0.02)
(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
Required Tabular Disclosure of Most Important Measures to Determine FY2023 CAP
As described in greater detail in our Compensation Discussion and Analysis (“CD&A”) within the sections titled “2023 Key Business Highlights and Strong Pay for Performance Alignment” and “Annual Incentive Plan”, the Company’s executive compensation program reflects a variable
pay-for-performance
philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The four items listed below represent the most important metrics we used to determine CAP for FY2023.
Most Important
Performance Measures
>NetSales
>RelativeGross Margin
>DilutedEPS
>Cashfrom Operations
We believe in the importance of our stock price by delivering significant value to our stockholders and linking executive pay to our performance. Beyond the Company stock price, we believe that Diluted EPS (which is a metric used for purposes of our Annual Incentive Plan – see additional details regarding adjustments in the section titled “Compensation Discussion and Analysis – Annual Incentive Plan”) represents the most important financial performance measure (that is not otherwise required to be disclosed in the above table) linking NEO CAP to Company performance because it is indicative of our profitability and impacts our stock price, and accordingly, Diluted EPS is the “Company-Selected Measure” that is required to be disclosed in accordance with the PvP Rules.
Discussion Regarding Pay versus Performance Relationship
The graphs that follow provide descriptions of the relationship between compensation actually paid and TSR, net income and our company-selected metric (Diluted EPS) for both the PEO and the average
non-PEO
NEO cohort. The graphs also describe the relationship between our own TSR and a peer group TSR based upon an initial $100 investment made at the beginning of the applicable performance period (January 1, 2020). Compensation actually paid is influenced by numerous factors, including but not limited
Church & Dwight Co.
 | 2024 Proxy Statement 
 85 

 PAY VERSUS PERFORMANCE 
to the timing of new grant issuances and outstanding grant vesting, share price volatility during the fiscal year, our mix of short-term and long-term metrics, and many other factors.
LOGO
     
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
LOGO
 86 
Church & Dwight Co.
 | 2024 Proxy Statement 

 PAY VERSUS PERFORMANCE 
LOGO
Church & Dwight Co.
 | 2024 Proxy Statement 
 87 


 PROPOSAL 2   

 

PROPOSAL 2: ADVISORY VOTE TO APPROVE COMPENSATION 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 20182023 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 2022 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 25.54 percent, 17.28.8 percent, and 19.512.6 percent, respectively.

At the 20202023 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 approximately 9283 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 2020, 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 2020.2023. 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 20212024 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 4  

PROPOSAL 3: PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO REMOVE THE REQUIREMENT FOR HOLDERS OF TWO-THIRDS OF OUR OUTSTANDING STOCK TO FILL VACANCIES ON THE BOARD OF DIRECTORS

PROPOSAL 4: PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO REMOVE THE REQUIREMENT TO HAVE HOLDERS OF TWO-THIRDS OF OUR OUTSTANDING STOCK APPROVE CERTAIN MERGERS, CONSOLIDATIONS OR DISPOSITIONS OF SUBSTANTIAL ASSETS

Background of the Proposals

At our 2020 Annual Meeting of Stockholders, our stockholders approved the amendment and restatement of our Certificate of Incorporation, to, among other changes, eliminate the supermajority voting provisions that required the approval of the holders of more than two-thirds of our outstanding stock to amend certain provisions of the Certificate of Incorporation. However, the changes to the Certificate of Incorporation approved at the 2020 Annual Meeting did not remove the supermajority voting provisions with respect to stockholders filling a vacancy on the Board following a removal of a director in Section (c) of Article FIFTH of the Certificate of Incorporation, or with respect to certain mergers, consolidations, or dispositions of substantial assets of the Company provided in Article NINTH of the Certificate of Incorporation. Each of these provisions currently require the approval of the holders of two-thirds of the outstanding shares of capital stock of the Company entitled to vote in the election of directors to take certain actions.

As part of the Board’s ongoing review and update of our corporate governance practices, the Governance & Nominating Committee and the Board have considered the advantages and disadvantages of the remaining supermajority voting provisions in our Certificate of Incorporation. Supermajority voting provisions are intended to facilitate corporate governance stability by requiring broad stockholder consensus to effect changes. However, many investors and others view supermajority voting provisions as conflicting with principles of good corporate governance because the provisions may impede accountability to stockholders and contribute to board and management entrenchment. These investors assert that supermajority voting provisions cause boards and management to be less responsive to stockholders. After considering the advantages and disadvantages of the supermajority voting provisions, the Board has approved and declared advisable, and has recommended that the stockholders approve, the removal of the supermajority provisions contained in Section (c) of Article FIFTH of the Certificate of Incorporation by approving Proposal 3 and the removal of the supermajority provisions contained in Article NINTH of the Certificate of Incorporation by approving Proposal 4 (together with Proposal 3, the “Supermajority Voting Removal Proposals”).

Summary of Proposed Changes

If Proposal 3 is approved by our stockholders, the supermajority voting provision in Section (c) of Article FIFTH of the Certificate of Incorporation with respect to the filling of vacancies on the Board would be replaced with a voting standard requiring a majority in voting interest of the stockholders present in person or represented by proxy at such meeting and entitled to vote for the election of directors, which is consistent with the voting standard set forth in our Bylaws for stockholder approval of actions submitted to our stockholders. If Proposal 4 is approved by our stockholders, Article NINTH of the Certificate of Incorporation would be deleted in its entirety, and the approval thresholds for stockholders to approve any mergers, consolidations, or dispositions of substantial assets of the Company would be set by the relevant law or other requirements. If Proposal 4 is approved by our stockholders, we would also designate what is currently Article TENTH in the Certificate of Incorporation as Article NINTH. If both of the Supermajority Voting Removal Proposals are approved by our stockholders, all of the remaining supermajority voting requirements set forth in our governing documents will be removed.

The proposed changes to the Certificate of Incorporation, with deletions indicated by strike-outs and additions indicated by bold and underlining, are set forth in Appendix A to this Proxy Statement.

  

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  PROPOSAL 3 & PROPOSAL 4  

Required Vote and Impact of Vote

Pursuant to Section 242(b)(4) of the Delaware General Corporation Law (the “DGCL”), because each of Section (c) of Article FIFTH and Article NINTH of the Certificate of Incorporation require the approval of the holders of at least by two-thirds of the outstanding shares of capital stock of the Company entitled to vote in the election of directors for the Company to take certain actions, amending these provisions will also require the approval of the holders of at least two-thirds of the outstanding shares of capital stock entitled to vote in the election of directors in order to be approved. Accordingly, each of the Supermajority Voting Removal Proposals will require the affirmative vote of the holders of two-thirds or more of our outstanding shares of common stock entitled to vote at the Annual Meeting. If the Company’s stockholders approve each of the Supermajority Voting Removal Proposals, 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 set forth in Appendix A.

Proposal 3 is separate from, and is not conditioned on, the approval of Proposal 4, and Proposal 4 is separate from, and is not conditioned on, the approval of Proposal 3. Accordingly, if only one of these proposals receives the required vote, we will file an amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware reflecting only the changes approved pursuant to the approval of such proposal.

Your Board of Directors recommends a vote FOR adoption of Proposal 3 to amend the Certificate of Incorporation to remove the requirement for approval by holders of two-thirds of our outstanding stock to fill vacancies on the Board of Directors.

Your Board of Directors recommends a vote FOR adoption of Proposal 4 to amend the Certificate of Incorporation to remove the requirement for holders of two-thirds of our outstanding stock to approve certain mergers, consolidations, or dispositions of substantial assets of the Company.

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   PROPOSAL 5  3 

 

PROPOSAL 5: PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO REMOVE CERTAIN PROCEDURAL PROVISIONS THAT WILL NO LONGER BE REQUIRED ONCE THE BOARD IS FULLY DECLASSIFIED

Summary

At our 2018 Annual Meeting of Stockholders, our stockholders approved the amendment and restatement of our Certificate of Incorporation to provide for, among other changes, the declassification of our Board of Directors. As a result of this change, our directors are now elected annually for one-year terms.

In order to implement the declassification of the Company’s Board, we used a phased-in approach, and directors who had previously been elected to serve three-year terms on the Board prior to the change completed their three-year terms, including those elected at the 2018 Annual Meeting of Stockholders. Directors elected to new terms at the 2019 and 2020 meeting were elected to one-year terms. At the 2021 Annual Meeting, every Board member will have completed their prior terms, and, moving forward, the entire Board will be elected to one-year terms.

This phased-in declassification process is set forth in Section (b) of Article FIFTH of the Certificate of Incorporation. Now that our Board is fully declassified and our directors will each be elected to one-year terms at the 2021 Annual Meeting and subsequent annual meetings of our stockholders, these provisions set forth in Section (b) of Article FIFTH of the Certificate of Incorporation are no longer necessary. Accordingly, the Governance & Nominating Committee and the Board have approved and declared advisable, and are recommending that our stockholders approve, amending the Certificate of Incorporation to remove these provisions from Article FIFTH of the Certificate of Incorporation and to replace such language with language clarifying that the Board of Directors will be comprised of a single class of directors and all directors will be elected for one-year terms expiring at the next annual meeting of stockholders. The proposed changes to the Certificate of Incorporation, with deletions indicated by strike-outs and additions indicated by bold and underlining, are set forth in Appendix A to this Proxy Statement.

Required Vote and Impact of Vote

Approval of this Proposal 5 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 5, 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.

This Proposal 5 is separate from, and is not conditioned on, the approval of Proposal 3 and Proposal 4 described elsewhere in this Proxy Statement, and Proposals 3 and 4 are separate from, and are not conditioned on, the approval of this Proposal 5. Accordingly, if only one or two of these proposals receives the required vote, we will file an amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware reflecting only the changes approved pursuant to the approval of such proposal or proposals.

Your Board of Directors recommends a vote FOR adoption of Proposal 5 to amend the Certificate of Incorporation to remove certain procedural provisions that will no longer be required once the Board is fully declassified.

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  PROPOSAL 6  

PROPOSAL 6:3: 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 2021.2024. 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 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.

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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   

 

OTHER BUSINESS

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 20222025 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 1922, 2021 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 20222025 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 January 29, 2022February 1, 2025 and no earlier than December 30, 2021January 2, 2025 for proposed business or nominees to be brought at the 20222025 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 20, 2021,23, 2024, and no later than the close of business on November 19, 2021.22, 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   

 

ANNUAL REPORT AND FORM 10-K

Our Annual Report to Stockholders for 2020,2023, including financial statements, is being furnished, simultaneously with this proxy statement, to all stockholders of record as of the close of business on March 2, 2021,6, 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, 2020,2023, 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 19, 202122, 2024

 

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  APPENDIX A  

APPENDIX A

AMENDMENTS TO THE CERTIFICATE OF INCORPORATION

OF

CHURCH & DWIGHT CO., INC.

Amendment if Proposal 5 is approved by the Stockholders at the Annual Meeting

If the stockholders approve Proposal 5 at the Annual Meeting, the Board of Directors currently intends to amend Section (b) of Article FIFTH of the Company’s Certificate of Incorporation as follows:

(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, thereThe Board of Directors shall havebe 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.

Amendment if Proposal 3 is approved by the Stockholders at the Annual Meeting

If the stockholders approve Proposal 3 at the Annual Meeting, the Board of Directors currently intends to amend Section (c) of Article FIFTH of the Company’s Certificate of Incorporation as follows:

(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 Corporationthe majority in voting interest of the stockholders present in person or represented by proxy at such meeting and 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

  

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APPENDIX A   APPENDIX A 

 

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.APPENDIX A

AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

CHURCH & DWIGHT CO., INC.

Amendment if Proposal 4 is approved by the Stockholders at the Annual Meeting

If the stockholders approve Proposal 4 at the Annual Meeting, the Board of Directors currently intends to delete the textamend paragraph (a) of Article NINTHSEVENTH of the Company’s Certificate of Incorporation as follows (with new language added in its entirety, and designate current Article TENTH of the Certificate of Incorporation as “Article NINTH”bold):

NINTH: (a) ExceptTo the fullest extent permitted by the Delaware General Corporation Law as otherwise provided in paragraph (b) of this Article NINTH, the affirmative vote of the holders of two-thirdssame exists or more of the outstanding shares of capital stockmay hereafter be amended, a director or officer of the Corporation entitledshall not be personally liable to vote generally in electionsthe Corporation or its stockholders for monetary damages for breach of directors shall be required atfiduciary duty as a meeting of stockholders (held in accordance with the provisions of this Certificate of Incorporation and the By-Lawsdirector or officer., except for liability (1) for any breach of the Corporation)director’s duty of loyalty to adopt, authorize,the Corporation or approve anyits 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 following actions:

(1) A mergerDelaware General Corporation Law, or consolidation by(4) for any transaction from which the Corporationdirector derived an improper personal benefit.Any amendment or repeal of, or adoption of any provision inconsistent with, this Article SEVENTH shall not adversely affect any corporation, other thanright or protection of a mergerdirector or consolidation with a wholly-owned, direct or indirect subsidiaryofficer of the Corporation in a transaction which this Corporation is the surviving corporation andrespect of any breach of fiduciary duty occurring in which all stockholders of this Corporation retain the same proportional voting and equity interestswhole or in the Corporation which they hadpart prior to the consummation of the transaction; and

(2) Any sale, lease, exchangesuch amendment 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.repeal.

 

  

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Church & Dwight Co., Inc.

Princeton South Corporate Park

500 Charles Ewing Boulevard

Ewing, New Jersey 08628

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CHURCH & DWIGHT CO., INC.

PRINCETON SOUTH CORPORATE PARK

500 CHARLES EWING BOULEVARD

EWING, NJ 08628

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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.

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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.


LOGO

VOTE BY INTERNET Before The Meeting—Go to 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 CHURCH & DWIGHT CO., INC. or meeting date. Have your proxy card in hand when you access the web site PRINCETON SOUTH CORPORATE PARK and follow the instructions to obtain your records and to create an electronic 500 CHARLES EWING BOULEVARD voting instruction form. EWING, NJ 08628 During The Meeting—Go to www.virtualshareholdermeeting.com/CHD2021 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. 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. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D34608-P50759

V34227-P06136       KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY 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; Nominees: For Against Abstain 1a. James R. Craigie ! ! ! The Board of Directors recommends that you vote FOR the For Against Abstain following proposals: 1b. Matthew T. Farrell ! ! ! 2. An advisory vote to approve compensation of our named ! ! ! executive officers; 1c. Bradley C. Irwin ! ! ! 3. Proposal to amend the Company’s Amended and Restated ! ! ! Certificate of Incorporation to remove the requirement for holders of two-thirds of    our outstanding stock to fill vacancies    1d. Penry W. Price ! ! ! on the Board of Directors; 4. Proposal to amend the Company’s Amended and Restated    1e. Susan G. Saideman ! ! ! Certificate of Incorporation to remove the requirement to ! ! ! have holders of two-thirds of our outstanding stock approve    1f. Ravichandra K. Saligram certain mergers, consolidations or dispositions of substantial ! ! ! assets; 5. Proposal to amend the Company’s Amended and Restated    1g. Robert K. Shearer ! ! ! Certificate of Incorporation to remove certain procedural ! ! ! provisions that will no longer be required once the Board is fully declassified; 1h. Janet S. Vergis ! ! ! 6. Ratification of the appointment of Deloitte & Touche LLP as    1i. Arthur B. Winkleblack ! ! ! our independent registered public accounting firm for 2021. ! ! ! To act on such other business as may properly be brought before    1j. Laurie J. Yoler ! ! ! the meeting and any adjournments or postponements thereof. IF NO INSTRUCTIONS ARE GIVEN, THE SHARES WILL BE VOTED FOR THE ELECTION OF THE Please sign exactly as your name(s) appear(s) hereon. All holders, including joint owners, must NOMINEES NAMED IN PROPOSAL 1 AND FOR PROPOSALS 2, 3, 4, 5 AND 6. THIS PROXY sign below. When signing as attorney, executor, administrator, or other fiduciary, please give ALSO DELEGATES DISCRETIONARY AUTHORITY TO VOTE WITH RESPECT TO ANY OTHER full title as such. If the holder is a corporation or partnership, please sign in full corporate or MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS partnership name by authorized officer. OR POSTPONEMENTS THEREOF. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date    

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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

DETACH AND RETURN THIS PORTION ONLY 

 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;ForAgainstAbstain
Nominees:
1a.Bradlen S. Cashaw
1b.Matthew T. FarrellThe 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. SaidemanTo act on such other business as may properly be brought before the meeting and any adjournments or postponements thereof.
1f.Ravichandra K. SaligramIF 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 AgainstAbstain
  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


LOGO

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held

on April 29, 2021: May 2, 2024:

The Notice of Annual Meeting, Proxy Statement and 20202023 Annual Report to Stockholders

are available at www.proxyvote.com. D34609-P50759 CHURCH & DWIGHT CO., INC. Annual Meeting of Stockholders—April 29, 2021 This proxy is solicited by the Board of Directors The undersigned hereby appoints JAMES R. CRAIGIE, PATRICK D. DE MAYNADIER and BRADLEY C. IRWIN, 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/CHD2021 on Thursday, April 29, 2021 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 26, 2021, 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

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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