ECOLAB INC

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Corporate Governance and Board

Matters​

DIRECTOR NOMINEES

The Governance Committee of our Board of Directors has nominated the 12 persons named on the following pages for election at the 2024 Annual Meeting. If elected, the nominees will hold office as directors from election until the next Annual Meeting of Stockholders or until their successors are elected and qualified or until their death, resignation or removal. All of the nominees are currently Company directors who were elected by stockholders at the 2023 Annual Meeting, except for Mr. Althoff, who was elected to the Board effective February 22, 2024, and was initially referred by a non-management director, recommended by the Governance Committee and interviewed by the independent members of the Board. We would like to thank our valued colleague, Barbara J. Beck, who is not standing for re-election, for her service on the Board, including in her roles as Chair of the Compensation & Human Capital Management Committee and past Chair of the Governance Committee.

DIRECTOR SELECTION PROCESS

Our Governance Committee leads all efforts related to Board refreshment. Each year, our Governance Committee reviews its Board membership qualifications and assesses the composition of the Board against these criteria, with a focus towards ensuring that the Board includes directors who possess the necessary backgrounds, experiences, and knowledge, offer a range of perspectives, and demonstrate independent judgment. The Committee also will consider possible conflicts of interest, and any other factors it determines appropriate to meeting the needs of the Board at that particular time. Accordingly, and as set forth in the Governance Committee charter, the Governance Committee will identify, evaluate and nominate candidates for election or reelection to the Board who possess the following qualifications:

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the highest standards of personal and professional integrity

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the ability and judgment to serve the long-term interest of our stockholders

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background, experience and expertise relevant to our business and that will contribute to the overall effectiveness and diversity of the Board, including diversity of race, ethnicity, gender and sexual orientation

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broad business and social perspective

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demonstrated independence of thought and judgment

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the ability to communicate openly with other directors and to meaningfully participate in the Board’s decision-making process

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commitment to serve on the Board for a period of time that ensures continuity and sufficient time to develop knowledge about our business

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willingness to devote appropriate time and effort to fulfilling the duties and responsibilities of a Board member

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the ability and willingness to objectively appraise the performance of management

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Any other factors the Committee deems appropriate to meeting the needs of the Board at that particular time

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Under our Corporate Governance Principles, the preferable size of the Board is between 11 and 15 members, in order to facilitate effective discussion and decision-making, adequate staffing of Board Committees, and a desired mix of diversified experience and background. Our Board of Directors currently consists of 13 members. Effective as of the Annual Meeting, the size of our Board of Directors will be reduced to 12 members.

12 ECOLAB PROXY STATEMENT 2024