ECOLAB INC.
For the period ended May 8, 2025. Filed Mar 24, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 8, 2025 · Filed Mar 24, 2025
Contents
Director Selection Process
| | Corporate Governance and Board Matters | |
|---|
| | PROPOSAL 1 — ELECTION OF DIRECTORS | | | | | | The Board of Directors recommends a vote FOR the election of each of the 13 nominees named in this Proxy Statement to a one-year term ending in 2026. | |
|---|
DIRECTOR NOMINEES
The Governance Committee of our Board of Directors has nominated the 13 persons named on the following pages for election at the 2025 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 appointed by stockholders at the 2024 Annual Meeting, except for Mr. Doukeris and Ms. Gross. Mr. Doukeris was elected to the Board effective February 20, 2025, and Ms. Gross is expected to be appointed to the Board after her retirement from McDonald’s Corporation and before the 2025 Annual Meeting. Committee assignments for Mr. Doukeris and Ms. Gross will be determined at a later date. Both nominees were initially referred by an external search firm that was retained to identify potential candidates, recommended by the Governance Committee and interviewed by independent members of the Board. We would like to thank our valued colleague, Arthur J. Higgins, who is not standing for re-election, for his service and valuable contributions to the Board.
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 Governance Committee seeks to ensure that directors have a wide range of professional and personal skills that will support meaningful contributions to the strategic vision of the Company and oversight of business risks. We believe directors with such diversity of skills and experiences provide a deeper and better understanding of our customers and the business environments in which they operate, our end markets, and our associate experiences in the global workforce. The Committee also considers 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 and the Corporate Governance Principles, the Governance Committee will identify, evaluate and recommend, and the Board nominates, candidates for election or re-election to the Board, based on criteria including the following:
the highest standards of personal and professional integrity
the ability and judgment to serve the long-term interest of our stockholders
relevant background, professional expertise and experience relevant to our business that will contribute to the overall effectiveness of the Board
broad business and social perspective
demonstrated independence of thought and judgment
the ability to communicate openly with other directors and to meaningfully participate in the Board’s decision-making process
commitment to serve on the Board for a period of time that ensures continuity and sufficient time to develop knowledge about our business
willingness to devote appropriate time and effort to fulfilling the duties and responsibilities of a Board member
the ability and willingness to objectively appraise the performance of management
any other factors the Committee deems appropriate to meeting the needs of the Board at that particular time
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. Effective as of the Annual Meeting, the size of our Board of Directors will be 13 members.
12 ECOLAB PROXY STATEMENT 2025
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.