ECOLAB INC
For the period ended May 2, 2024. Filed Mar 15, 2024.
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May 2, 2024 · Filed Mar 15, 2024
Contents
Program Elements
The third‐party general industry surveys used during 2023 were from:
Aon Radford
The 2022 Aon Radford U.S. Survey includes over 300 organizations that range in revenue from approximately $1 million to $158 billion.
Willis Towers Watson
The 2022 Willis Towers Watson General Industry Executive Compensation Survey includes 780 organizations that range in revenue from $649 million to over $31 billion.
The 2023 Willis Towers Watson General Industry Executive Compensation Survey has over 800 participants which range in revenue from $647 million to over $33 billion.
FW Cook
The 2023 FW Cook Executive Compensation Survey has over 190 participants which range in revenue from approximately $328 million to over $276 billion.
| | APPROACH TO 2023 COMPENSATION BENCHMARKING | | ||||
|---|---|---|---|---|---|---|
| | For benchmarking 2023 base salary and target annual cash incentives, we used the average of size-adjusted median compensation data from the 2022 Aon Radford survey and 2022 Willis Towers Watson survey, as well as median compensation data from the peer group. | | | | For benchmarking 2023 long-term incentives, we used the average of size-adjusted median compensation data from the 2023 Willis Towers Watson survey and the 2023 FW Cook survey, as well as median compensation data from the peer group. | |
PROGRAM ELEMENTS
The principal elements of our executive compensation programs for 2023 are illustrated below:
| | COMPENSATION COMPONENT | | | | BASIC DESIGN | | | | PURPOSE | | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | FIXED | | | | BASE SALARY | | | | ▪ Calibrated with the median range of the size-adjusted competitive market | | | | ▪ Designed to provide a base wage not subject to Company performance risk ▪ Recognizes individual experiences, skills, and sustained performance | |
| | AT RISK | | | | ANNUAL CASH INCENTIVE | | | | ▪ Actual pay varies between 0% and 200% of target ▪ Uses adjusted EPS and, for Messrs. Brown and Duijser, uses enterprise goals, and for all NEOs other than CEO, individual goals ▪ Subject to Growth & Impact modifier, up to the annual cash incentive cap of 200% | | | | ▪ Incentivizes the accomplishment of annual corporate, business, and individual goals, and Impact aspirations ▪ EPS and enterprise goals reflect the performance of all of our businesses | |
| | LONG-TERM EQUITY INCENTIVES | | | | Stock Options | | | | ▪ Represents 40% of annual long-term incentive award opportunity ▪ Vests 1/3 per year starting on the 1st anniversary of grant date | | | | ▪ Aligns pay to performance by linking value to stock price appreciation and shareholder value creation; value of the award is driven by share price appreciation following the grant date | |
| | PBRSUs | | | | ▪ Represents 60% of annual long-term incentive award opportunity ▪ Performance measured on 3-year average organic ROIC, subject to a relative TSR modifier ▪ Actual payout ranges from 0% to 200% of target | | | | ▪ Aligns a portion of equity compensation to a longer-term strategic financial goal coupled with a relative stock price performance measure | | ||||
| | OTHER | | | | CHANGE IN CONTROL SEVERANCE COMPENSATION POLICY | | | | ▪ Double trigger ▪ Severance is 2x the sum of base salary and target annual incentive, pro rata actual annual bonus in year of termination, outplacement, and continued medical and dental for up to 18 months | | | | ▪ Applies to all elected officers ▪ Promotes continuity, impartiality, and objectivity in the event of a change in control to enhance stockholder value | |
48 ECOLAB PROXY STATEMENT 2024
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