ECOLAB INC.

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PROGRAM ELEMENTS

The principal elements of our executive compensation programs for 2025 are illustrated below:

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, 91% of our CEO’s 2025 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.

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:

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changes in our competitive market,

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changes in scope of responsibility,

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individual performance, and

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time in position.

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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 time. The 2025 base salary levels for all our NEOs were within the median range. The merit increases for Mr. Beck, Mr. Kirkland and Mr. Brown were in line with the principles and metrics used to deliver the Company’s U.S. salary increases broadly. Consistent with our practice, Mr. Cook received a larger merit increase in 2025 to move his base salary towards the market median following his promotion to his current position in 2023.

The 2025 annualized base salary rates in effect for our NEOs before and after increases are summarized below:

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(1)

Ms. King joined the Company as Executive Vice President — Human Resources on January 6, 2025.

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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 2026, the Compensation & HCM Committee reviewed the performance of the NEOs and other executives to determine the 2025 MIP award payments earned in 2025 (which were paid in March 2026).

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. The Compensation & HCM Committee modestly increased the MIP target award (as a percentage of base salary) for Mr. Beck and Mr. Cook to maintain alignment with market. The 2025 MIP target awards for Mr. Kirkland and Mr. Brown (as a percentage of base salary) remained the same as 2024. Ms. King commenced employment with Ecolab on January 6, 2025, and her 2025 MIP target award was set in her employment offer. The 2025 target award opportunities for the NEOs are set forth below:

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(1)

In 2025, Ms. King also received a one-time cash sign-on bonus of $47,000 in connection with the commencement of her employment.

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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.

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(1)

Represents Ms. King’s MIP performance measures from June 1 to December 31, 2025, reflecting her executive officer appointment. Prior to June 1, 2025, the MIP performance measures for Ms. King include the Adjusted EPS goal (weighted 30%), the Enterprise goal (weighted 50%), and her individual goals (weighted 20%), and the Growth & Impact modifier did not apply.

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ADJUSTED EPS GOAL: As in prior years, the primary measure of overall corporate performance under the 2025 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 2025 MIP opportunities, including our NEOs who manage particular business units, because it reinforces our “One Ecolab” strategy and fosters cross-divisional cooperation.

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ENTERPRISE GOAL: For Mr. Brown, whose role has a significant impact on the performance of all the Company’s businesses, and a direct impact on the Company’s ability to meet business sales and operating income targets, the 2025 MIP was also based on an enterprise performance goal. This goal is intended to incentivize and reward the NEO based on both the financial performance of Ecolab’s various businesses and overall Ecolab performance. Prior to June 1, 2025, Ms. King’s 2025 MIP was also based in part on the enterprise performance goal. 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 relative to the aggregate target business unit payouts. The remaining 40% of the enterprise goal is based on the company-wide adjusted EPS performance.

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BUSINESS UNIT GOAL: For Mr. Cook, who led the Global Institutional Group, the 2025 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.

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INDIVIDUAL GOALS: For two of our NEOs who hold staff positions — Mr. Kirkland and Ms. King, we utilize strategic corporate initiatives and goals, as detailed beginning on page 52, which may include financial, human capital and/or leadership indicators, as a part of the individual performance measures to promote sustained company success.

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GROWTH & IMPACT MODIFIER: 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 team engagement, employee retention and development metrics. 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.

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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

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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, 2025.

PERFORMANCE MEASURES AND ACHIEVEMENT —ADJUSTED EPS

In establishing the adjusted EPS goal for 2025, we took into consideration our prior year results, overall economic and market trends, S&P 500 companies’ performance expectations, and our anticipated business opportunities, investment requirements, and the competitive situation. The minimum adjusted EPS level was set at $6.85, higher than our actual adjusted EPS of $6.65 for 2024. For 2025, the adjusted EPS goals were as follows:

Payouts for results between performance levels are interpolated on a straight-line basis. Actual 2025 adjusted EPS was $7.53, resulting in a 137% payout with respect to this performance goal.

PERFORMANCE MEASURES AND ACHIEVEMENT — ENTERPRISE GOAL

30% of Mr. Brown’s 2025 MIP target, and prior to June 1, 2025, 50% of Ms. King’s 2025 MIP target were linked to our enterprise goal. The enterprise performance goal is intended to incentivize and reward Mr. Brown and Ms. King 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% 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 97%, and adjusted EPS was achieved at 137%, resulting in an enterprise goal payout of 113% of target.

PERFORMANCE MEASURES AND ACHIEVEMENT — BUSINESS UNIT

In his role as Executive Vice President and President — Institutional Group, 70% of Mr. Cook’s 2025 MIP target was linked to goals for the Global Institutional Group business unit. Performance against his business unit goal is measured at 50% on year-over-year sales growth and 50% on year-over-year operating income growth.

Sales and operating income performance for the Global Institutional Group were achieved at 114% and 162%, respectively, resulting in a business unit goal payout of 138% of target.

PERFORMANCE MEASURES AND ACHIEVEMENT — INDIVIDUAL

For two of our NEOs who hold staff positions — Mr. Kirkland (Chief Financial Officer) and Ms. King (Executive Vice President, Human Resources) — 30% of their MIP annual cash incentive targets are 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. Prior to June 1, 2025, 20% of Ms. King’s 2025 MIP was linked to her individual performance goals.

The 2025 individual performance objectives for these officers are:

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specific,

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qualitative,

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achievable with significant effort, and

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if achieved, provide meaningful benefit to the Company.

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PERFORMANCE MEASURES AND ACHIEVEMENT — GROWTH & IMPACT MODIFIER

In assessing the achievement of the Growth & Impact modifier for 2025, we considered the necessary steps to achieve our aspirations for reducing water use intensity across our operations and advancing our team engagement, retention and development. 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 2%, 5%, 8%, or 10%, or reduces MIP payout by 10%, based on performance in Growth & Impact areas as assessed by the Compensation & HCM Committee.

For 2025, the Compensation & HCM Committee determined that the Growth & Impact modifier should increase the MIP payout by 8%, 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 performance against applicable benchmarks for team engagement, retention and development. 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.

2025 ANNUAL CASH INCENTIVE PAYOUT SUMMARY

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(1)

MIP performance measures for Ms. King prior to June 1, 2025.

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(2)

MIP performance measures for Ms. King from June 1 to December 31, 2025, reflecting her appointment as an executive officer in May 2025.

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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 2025 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 2025.

The Compensation & HCM Committee made annual grants of long-term equity incentives to our NEOs in December 2025, 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 2025, our NEOs received long-term incentives near or within the median range. The table below sets forth each NEO’s annual long-term incentive award value at target, as well as the number of target 2026 – 2028 PBRSUs and stock options granted in December 2025.

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(1)

The number of target PBRSUs was determined based on a historical average share price. The number of stock options was determined based on a historical average share price and the binomial stock option valuation method.

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(2)

In addition to her December 2025 long-term incentive grant set forth in this table, Ms. King also received the following one-time awards in February 2025:

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(a)

Represents a long-term incentive grant of $1.0 million target award value in lieu of the 2024 December long-term incentive grant as Ms. King commenced employment on January 6, 2025. Consistent with our annual grant practice, this grant includes 60% PBRSUs and 40% stock options. The PBRSUs have the same vesting terms and performance goals as the PBRSUs for the 2025 – 2027 performance period approved by the Compensation & HCM Committee in December 2024, except that they are not subject to the relative TSR modifier. The number of target PBRSUs was determined based on a historical average share price. The number of stock options was determined based on a historical average share price and the binomial stock option valuation method.

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(b)

Represents a restricted stock unit award of $1.2 million to buy out the equity and other benefits that Ms. King forfeited upon termination of her prior employment to join Ecolab.

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The material terms of the 2025 annual long-term equity incentive awards are as follows:

PAYOUT OF 2023 –2025 PBRSUs

Each of our NEOs, except Ms. King, held outstanding 2023 – 2025 PBRSUs granted by the Compensation & HCM Committee in December 2022, which vested on December 31, 2025. 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 2023 – 2025 PBRSUs, which resulted in a payout at 100% of target (the maximum potential payout for these awards).

Adjusted ROIC under the 2023 – 2025 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 the purchase accounting impact and special gains and charges relating to the Nalco and Purolite transactions considering the significant impact of these transactions on the calculation in accordance with the terms of the award.