ECOLAB INC.

For the period ended May 8, 2025. Filed Mar 24, 2025.

About 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

ECL$300.68-1.7%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

Program Elements

PROGRAM ELEMENTS

The principal elements of our executive compensation programs for 2024 are illustrated below:

COMPENSATION COMPONENT	BASIC DESIGN	PURPOSE
FIXED	BASE SALARY	▪ Calibrated within 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, enterprise goals, business unit goals, and individual goals depending on NEO role and responsibilities ▪ 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 growth & impact aspirations ▪ EPS and enterprise goals reflect the performance of all of our businesses
LONG-TERM EQUITY INCENTIVES	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 can range 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
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
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

To align pay levels for NEOs with the Company’s performance, our pay mix places the greatest emphasis on performance-based incentives. As summarized below, 90% of our CEO’s 2024 target TDC and 80% of the average target TDC of the remaining NEOs were performance-based. The greater emphasis on performance-based compensation for the CEO is designed to reward him for driving company performance and creating long-term shareholder value given his position and responsibilities in the Company.

ECOLAB PROXY STATEMENT 2025 47

	Base Salaries

With limited exceptions, such as promotions and executive transitions, the Compensation & HCM Committee reviews base salaries for our NEOs and other executives annually in February with any adjustments to be effective in April of the current fiscal year. Adjustments are based on:

changes in our competitive market,

changes in scope of responsibility,

individual performance, and

time in position.

Our philosophy is to pay base salaries that are within the median range of our size-adjusted competitive market. When an executive officer is new to his or her position, his or her initial base salary will typically be at the low end of the median range, but with strong performance, his or her base salary will be increased over a number of years to arrive at the median. Accordingly, the base salary for our CEO has gradually been increased to the market median range following his appointment as CEO effective January 1, 2021. The 2024 base salary levels for all our NEOs were within the median range. The merit increases for our NEOs were in line with the principles and metrics used to deliver the Company’s U.S. salary increases broadly.

The 2024 annualized base salary rates in effect for our NEOs before and after increases are summarized below:


Christophe Beck	1,300,000	1,350,000	3.8%
Scott D. Kirkland	800,000	832,000	4.0%
Darrell R. Brown	800,000	832,000	4.0%
Machiel Duijser	625,000	650,000	4.0%
Gregory B. Cook	550,000	572,000	4.0%

	Annual Cash Incentives

The Company maintains an annual cash incentive program for executives referred to as the Management Incentive Plan, or MIP. The Compensation & HCM Committee establishes goals under the MIP at its February meeting. In February 2025, the Compensation & HCM Committee reviewed the performance of the NEOs and other executives to determine the 2024 MIP award payments earned in 2024 (which were paid in March 2025).

TARGET AWARD OPPORTUNITIES

Under the MIP, we establish annual target award opportunities expressed as a percentage of base salary paid during the year. Our annual cash incentive targets are generally set within the median range relative to our competitive market for each position, and the annual cash incentive plan is structured so that lower performance results in below-market payouts and superior performance drives payouts above the median range. As described above, our CEO’s 2024 MIP target award was increased slightly (as a percentage of base salary) as the Compensation & HCM Committee continued to bring his TDC to the market median range. The committee also modestly increased the MIP target award (as a percentage of base salary) for Mr. Kirkland and Mr. Brown to maintain alignment with market. The 2024 target award opportunities for the NEOs are set forth below:


Christophe Beck	160%	2,138,462
Scott D. Kirkland	105%	864,554
Darrell R. Brown	105%	864,554
Machiel Duijser	75%	482,452
Gregory B. Cook	85%	481,166

48 ECOLAB PROXY STATEMENT 2025

OVERVIEW OF PERFORMANCE MEASURES

Under the MIP, we use a mix of overall corporate performance, business unit performance, individual performance and impact measures to foster cross-divisional cooperation and to assure that executives have a reasonable measure of control over the factors that affect their awards. This performance measure mix varies by executive position. Payout opportunities range from 0% to 200% of each NEO’s target award opportunity.

ADJUSTED EPS: As in prior years, the primary measure of overall corporate performance under the 2024 MIP was adjusted diluted EPS. We believe that adjusted diluted EPS is a better measure of the Company’s underlying business performance than reported diluted EPS because it provides greater transparency with respect to our results of operations, which is more useful for period-to-period comparisons of results. We also use adjusted EPS internally in making financial and operational decisions and evaluating our own performance. Adjusted diluted EPS was a performance measure in each of our NEO’s 2024 MIP opportunities, including our NEOs who manage particular business units, because it reinforces our “One Ecolab” strategy and fosters cross-divisional cooperation.

ENTERPRISE GOAL: For Mr. Brown and Mr. Duijser, whose roles have a significant impact on the performance of all of the Company’s businesses, and a direct impact on the Company’s ability to meet business sales and operating income targets, the 2024 MIP also was based on an enterprise performance goal. This goal is intended to incentivize and reward the NEOs based on both the financial performance of Ecolab’s various businesses and overall Ecolab performance. The enterprise goal is based 60% on a commercial average payout, which represents the aggregate payouts achieved for business unit sales and/or operating income goals to all employees in the commercial organization over the aggregate target business unit payouts. The remaining 40% of the enterprise goal is based on the company-wide adjusted EPS performance.

BUSINESS UNIT GOAL: For Mr. Cook, who leads the Global Institutional Group, the 2024 MIP incorporated goals for his business unit, comprised of year-over-year sales growth and operating income growth with equal weighting. These goals are designed to incentivize and reward the performance of the business unit for which he is responsible.

INDIVIDUAL GOALS: For two of our NEOs who hold staff positions — Mr. Kirkland and Mr. Duijser, we utilize strategic corporate initiatives and goals, as detailed beginning on page 50, which may include human capital and sustainability indicators such as safety and environment, as a part of the individual performance measures to promote sustained company success.

GROWTH & IMPACT MODIFIER: In response to stockholder feedback, we apply a Growth & Impact modifier to the MIP for officers. The modifier is based on reducing water intensity across our operations and demonstrating progress toward our aspirations for a high performing and inclusive workplace. This modifier recognizes that delivering a net positive impact for our associates and operations, with our customers and in our communities, drives performance and innovation, and enables accelerated growth.

In measuring the enterprise and business unit goals and determining payouts to executives under the MIP, sales and operating income performance measures are recorded at fixed currency rates of foreign exchange. Business unit performance goal results may also be adjusted for special gains and charges, as well as certain other exceptional items, such as the results of certain businesses acquired during the year and certain strategic initiatives not contemplated by the annual business plan when original goals were established. We include within special gains and charges items that we believe can significantly affect the period-over-period assessment of operating results and that do not necessarily reflect costs and/or income associated with historical trends and future operating results, as more fully identified on pages 33 to 36 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

PERFORMANCE MEASURES AND ACHIEVEMENT — ADJUSTED EPS

In establishing the adjusted EPS goal for 2024, we took into consideration our prior year results, overall economic and market trends, other large companies’ performance expectations, and our anticipated business opportunities, investment requirements, and the competitive situation. The minimum adjusted EPS level was set at $5.37, higher than our actual adjusted EPS of $5.21 for 2023. For 2024, the adjusted EPS goals were as follows:

· PERCENTAGE OF THE TARGET AWARD OPPORTUNITY · · · · ADJUSTED EPS ($) ·
	40% (Minimum Level)						5.37
	100% (Target Level)						5.82
	140% (140% Level)						6.12
	200% (Maximum Level)						≥6.50

Payouts for results between performance levels are interpolated on a straight-line basis. Actual 2024 adjusted EPS of $6.65 was above the maximum level resulting in 200% payout with respect to this performance goal.

ECOLAB PROXY STATEMENT 2025 49

For purposes of the adjusted EPS performance measure used in the MIP, a reconciliation of 2024 diluted EPS as reported to 2024 adjusted diluted EPS is summarized below:

	2024 reported diluted EPS						$7.37
	Adjustments:
	Special (gains) and charges, after tax						(0.44)
	Discrete tax net (benefit) expense						(0.28)
	Adjusted diluted EPS						$6.65

Note: Per-share amounts do not necessarily sum due to rounding. Additional information regarding the composition of the adjustments identified in the table above is contained on pages 33 to 36 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

PERFORMANCE MEASURES AND ACHIEVEMENT — ENTERPRISE GOAL

30% of Mr. Brown’s and 35% of Mr. Duijser’s 2024 MIP target was linked to our enterprise goal. Mr. Brown’s and Mr. Duijser’s roles have a significant impact on the performance of all of the Company’s businesses, and direct impact on the Company’s ability to meet business sales and operating income targets. The enterprise performance goal is intended to incentivize and reward these NEOs based on the financial performance of Ecolab’s various businesses and overall Company performance.

The enterprise goal is comprised of 60% commercial average payout for sales and/or operating income performance across the Company’s business units and 40% company-wide adjusted EPS performance. Because this measure includes aggregate performance across all business units, there is no threshold payout level; however, the maximum payout of 200% of target continues to apply.

The commercial average performance was measured at 123%, and adjusted EPS was achieved at 200%, resulting in an enterprise goal payout of 154% of target.

PERFORMANCE MEASURES AND ACHIEVEMENT — BUSINESS UNIT

In light of his role as Executive Vice President and President — Institutional Group, 70% of Mr. Cook’s 2024 MIP target was linked to goals for the Global Institutional Group business unit. Performance of his business unit goal is measured 50% on the year-over-year sales growth and 50% on the year-over-year operating income growth.

Sales and operating income performance for the Global Institutional Group were achieved at 179% and 191%, respectively, resulting in a business unit goal payout of 185% of target.

PERFORMANCE MEASURES AND ACHIEVEMENT — INDIVIDUAL

For two of our NEOs who hold staff positions — Mr. Kirkland (Chief Financial Officer) and Mr. Duijser (Executive Vice President and Chief Supply Chain Officer), 30% of their MIP annual cash incentive target is linked to individual performance goals. This individual component of staff position awards under the MIP is set at 30% of the performance measure mix for annual cash incentives so that achievement of these goals is a component of the award but remains balanced against achievement of corporate and, as applicable, enterprise performance goals.

The 2024 individual performance objectives for these officers are:

specific,

qualitative,

achievable with significant effort, and

if achieved, provide meaningful benefit to the Company.

50 ECOLAB PROXY STATEMENT 2025

	NEO				INDIVIDUAL PERFORMANCE OBJECTIVES
	Scott D. Kirkland				Financial and organizational initiatives, including: ▪ strategic leadership of accounting, audit, financial planning and analytics, treasury, tax, investor relations, shared services, and information services functions, ▪ collaborating with the CEO and Board to develop, execute and evaluate financial and investment strategies aligned with the Company’s growth goals, and ▪ implementing digital tools to enhance efficiency, accuracy, and decision-making through automation, analytics
	Machiel Duijser				Supply chain and organizational initiatives, including: ▪ strategic leadership of global supply chain functions including procurement, planning, production, logistics, regulatory affairs, and customer service, ▪ building a resilient and secure supply chain that will serve our customers under all circumstances with a competitive advantage in safety, quality, cost and compliance, and ▪ achieving sustainability commitments, balancing environmental responsibility and economic success

PERFORMANCE MEASURES AND ACHIEVEMENT — GROWTH & IMPACT MODIFIER

In assessing the achievement of the Growth & Impact for 2024, we considered the necessary steps to achieve our aspirations for reducing water use intensity across our operations and advancing the performance and inclusivity of our workplace. This modifier recognizes that delivering a net positive impact for our associates and operations, with our customers and in our communities, drives performance and innovation, and enables growth. The Growth & Impact modifier increases MIP payout by 3%, 6%, or 10%, or reduced MIP payout by 10%, based on achievement of year-over-year progress in Growth & Impact areas as assessed by the Compensation & HCM Committee.

For 2024, the Compensation & HCM Committee determined that the Growth & Impact modifier should increase the MIP payout by 10%, subject to the 200% payout cap under the MIP. This payout level is aligned with exceeding the targets set for reduction in water intensity across our operations and year-over-year improvements toward Ecolab’s aspiration for a high performing and inclusive workplace. The assessment of performance for the Growth & Impact modifier is made for all officers in the aggregate, and not on an individual basis. Performance indicators may be adjusted for acquisitions and divestitures that have a material impact.

2024 ANNUAL CASH INCENTIVE PAYOUT SUMMARY


Christophe Beck	100					2,138,462		200			4,276,924
									10(1)	—		4,276,924
Scott D. Kirkland	70					605,188		200			1,210,376
				30	259,366		154			399,223
									10(1)	119,509		1,729,108
Darrell R. Brown	70					605,188		200			1,210,376
		30			259,366		154			399,223
									10(1)	119,509		1,729,108
Machiel Duijser	35					168,858		200			337,716
		35			168,858		154			259,910
				30	144,736		200			289,471
									10(1)	77,806		964,903
Gregory B. Cook	30					144,350		200			288,700
			70		336,816		185			623,353
									10(1)	50,279		962,332

(1)

The Growth & Impact modifier paid less than 10% for all NEOs because their total MIP payouts were capped at 200% of their respective MIP target awards.

ECOLAB PROXY STATEMENT 2025 51

TABLE OF CONTENTS

The Compensation & HCM Committee may increase or decrease an NEO’s payout, with input from the CEO (other than as to his own award), based on the individual performance of the NEO. The Compensation & HCM Committee has not historically made such discretionary adjustments to an NEO’s payout, except in new hire situations in which the amount of an executive’s annual cash incentive is guaranteed, or other exceptional circumstances. The 2024 annual cash incentive payouts were made in accordance with the overall corporate results and enterprise, business unit and individual performance results established for the NEOs without adjustment. Additionally, none of the executives had a guaranteed cash incentive for 2024.

	Long-Term Equity Incentives

The Compensation & HCM Committee made annual grants of long-term equity incentives to our NEOs in December 2024, consistent with its past practice of granting these incentives at its regularly scheduled December meeting. Our philosophy is to grant long-term incentives that are within the median range of our size-adjusted competitive market. In 2024, our NEOs received long-term incentives near or within the median range, other than Mr. Duijser whose long-term incentive grant was above market median, consistent with prior years, in consideration of his unique skill set and background, which includes experience with products similar to those sold by all of our businesses, as well as his continued success in implementing step changes in technology and efficiency within our supply chain organization. The table below sets forth each NEO’s annual long-term incentive award value at target, as well as the number of target PBRSUs and stock options granted in December 2024.


Christophe Beck	10,500,000	25,158	59,900
Scott D. Kirkland	2,800,000	6,709	15,973
Darrell R. Brown	2,900,000	6,948	16,544
Machiel Duijser	1,700,000	4,073	9,698
Gregory B. Cook	1,450,000	3,474	8,272

(1)

The number of target PBRSUs and the number of options were determined based on a historical average share price.

52 ECOLAB PROXY STATEMENT 2025

The material terms of the 2024 annual long-term equity incentive awards are as follows:

	AWARD TYPE				MATERIAL TERMS
	PBRSUs				▪ Cliff-vests after three-year performance period, subject to attainment of three-year average annual organic ROIC goals and modification based on relative TSR ▪ Target three-year average organic ROIC goals were set at levels that would require significant year-over-year organic growth and focus our management team on our long-term fundamentals; the relative TSR modifier balances achievement of internal goals with performance against the broader market and demonstrates value creation for our stockholders ▪ Payout ranges from 0% to 200% of the target award, with a threshold payout of 40% of target ▪ Set 2025 to 2027 average annual organic ROIC target of 16.2%, with a threshold of 11.8% and a maximum of 18.4% ▪ Organic ROIC is defined as the quotient of net operating profit after taxes, over the Company’s invested capital determined as total assets less cash and cash equivalents minus total liabilities less short- and long-term debt, as may be adjusted for acquisitions, accounting or tax changes, gains or losses from discontinued operations, and certain other unusual or infrequently occurring charges during the performance period. Invested capital is not adjusted for acquisitions completed prior to the start of the performance period ▪ Includes relative TSR modifier, which may increase or reduce the payout based on the Company’s three-year TSR compared to the S&P 500 three-year TSR, with performance in the 80th percentile or higher increasing the payout percentage by 10% and performance in the 20th percentile or lower decreasing the payout percentage by 10% (subject to cap on total payout of 200% of target) ▪ No dividend equivalents are paid or accrued on PBRSUs
	STOCK OPTIONS				▪ Vests in equal annual installments over three years ▪ Exercise price equal to the average of the high and low market price on the date of grant, which we believe lessens the impact of potential same-day stock volatility ▪ 10-year term from the date of grant

PAYOUT OF 2022 — 2024 PBRSUs

Each of our NEOs held outstanding 2022 — 2024 PBRSUs granted by the Compensation & HCM Committee in December 2021 which vested on December 31, 2024. The following chart sets forth the threshold and target average annual adjusted ROIC and the Company’s actual average annual adjusted ROIC performance under the 2022 — 2024 PBRSUs, which resulted in a payout at 100% of target (the maximum potential payout for these awards).

Adjusted ROIC under the 2022 — 2024 PBRSUs is defined as the quotient of after-tax operating income divided by the sum of short-term and long-term debt and stockholders’ equity, less cash and cash equivalents. Adjusted ROIC is measured excluding

ECOLAB PROXY STATEMENT 2025 53

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.