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CHURCH & DWIGHT CO INC /DE/

For the period ended May 1, 2025. Filed Mar 20, 2025.

View on SEC.gov

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 1, 2025 · Filed Mar 20, 2025

CHD$109.33-1.8%Stored close · as of Nov 6, 2026
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Contents

ANNUAL INCENTIVE PLAN

Our Annual Incentive Plan utilizes five equally weighted metrics, namely: Net Sales, Relative Gross Margin, Adjusted Diluted EPS, Cash from Operations and Strategic Initiatives. The table below summarizes the reasons the Committee utilizes these metrics for our Annual Incentive Plan.

The principal objective of the Annual Incentive Plan is to align executive and stockholder interests by providing an incentive to our named executive officers to achieve annual performance goals that support long-term

Church & Dwight Co. | 2025 Proxy Statement57

COMPENSATION DISCUSSION AND ANALYSIS

stockholder return. The performance goals for the financial metrics are established each year to reflect specific objectives set in our annual budget. For the Strategic Initiatives metric, the Committee establishes specific objective goals under each category and measures the attainment of such goals using a detailed scorecard approach. The Committee considers competitive factors, including competitive market data for total cash compensation, which includes salary and target annual incentive bonus opportunities, in determining the amount of annual incentive award opportunities for our named executive officers.

To more accurately reflect the operating performance of our business, the Committee has approved adjustment principles to our reported financial results for the Annual Incentive Plan. Generally, these adjustments are intended to excludeone-time or unusual items and may have either a favorable or unfavorable impact to the payout on the Annual Incentive Plan. Examples of common adjustments include the elimination of the effect of foreign exchange rates that differed from budgeted amounts and the impact of unplanned acquisitions and divestitures. The actual adjustments that apply can vary from year to year and depend on theone-time or unusual events occurring within the year.

As noted below, in structuring target total direct compensation for our named executive officers, we have referenced the 50 th percentile of direct compensation of the Compensation Peer Group and survey data. This median has influenced our annual incentive compensation target award levels, although we have from time to time, set target payouts above the median level when we believed that our planned performance was well ahead of the targets of a subset ofnon-food companies in our Performance Peer Group (the “Corporate Incentive Plan Rating Peer Group”, as described further below).

The Committee uses a numerical performance rating system with a range from 0.0 to 1.85 to determine the payout amounts under the Annual Incentive Plan and establishes a Corporate Incentive Plan Rating. At the beginning of each year, the Committee determines the specific rating for each year by comparing the Company’s projected EPS growth for that year to the average projected EPS growth of the Company’s Corporate Incentive Plan Rating Peer Group. A rating of 1.0 normally represents the target achievement level for plan performance with each participant’s target payout based on his or her target percentage of his or her annual base salary (though in certain cases operating plan level performance results in an above target level payout). For 2024, a 1.2 rating was determined to be appropriate and the target achievement level for plan performance was therefore set to reflect a 1.2 rating with a payout range from 0.0 to 1.9. In 2024, the Company delivered Adjusted Diluted EPS of $3.47 after adjusting for the impairment of intangible and other assets related to our Vitamin, Mineral and Supplement business ($1.10), the cost of restricted stock issued for the Hero acquisition ($0.08), WaterPik tariff refunds (-$0.11), and an adjustment for costs related to the Graphico acquisition ($0.03); which is consistent with prior year adjustments to eliminate the impact of acquisitions. Adjusted Diluted EPS resulted in a year-over-year increase in EPS of 9.5 percent, exceeding the average of the Corporate Incentive Plan Rating Peer Group, and our target Adjusted Diluted EPS growth. The Company exceeded its planned targets for Net Sales, Adjusted Diluted Earnings Per Share, Cash from Operations, and Strategic Initiatives resulting in an actual performance rating of 1.39. In addition to the absolute performance compared to the annual incentive targets, the Company delivered TSR, assuming dividends are reinvested, of 12.0 percent following an 18.7 percent increase in TSR during 2023. The bonus amounts payable to our named executive officers under our Annual Incentive Plan are included in the“Non-Equity Incentive Plan Compensation” column of the “2024 Summary Compensation Table.”

58Church & Dwight Co. | 2025 Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

The following table indicates the percentage of salary payable at a 1.0 target rating, the percentage of salary payable at a 1.2 plan rating and the award opportunity for 2024, based on a 1.2 plan rating for each of our named executive officers:

Annual Incentive Plan Target Payouts

NamePercentage of Salary Payable at 1.0 Performance RatingPercentage of Salary Payable at 1.2 Performance RatingAward Opportunity (Based on a 1.2 Performance Rating)(1)
Matthew T. Farrell150%180%$2,232,000
Richard A. Dierker95%114%$ 828,324
Patrick D. de Maynadier60%72%$ 382,248
Carlos Ruiz Rabago(2)———
Michael G. Read(3)60%72%$ 380,736
(1)Amounts represent the target bonus as a percentage of the December 31, 2024 base salary and are rounded to nearest $100.
(2)Carlos Ruiz Rabago did not receive any amounts under the Company’s Annual Incentive Plan for 2024 due to the timing of his employment start date in December 2024.
(3)The dollar figure has been converted to USD using the average conversion rate for 2024 of .7302325 USD per CAD (the “CAD Conversion Rate”).

As described further below, in 2024 the Committee referenced competitive compensation data provided by Semler Brossy Consulting Group (“Semler Brossy”) in setting the percentage levels.

The following table indicates, with respect to each corporate performance measure, the threshold level of 2024 performance for which a payout could be made, the target performance level, the maximum performance level, and the actual performance and performance ratings.

2024 Annual Incentive Plan Performance Ranges, Actual Performance and Performance Ratings

(in millions, except gross margin, per share data, and strategic initiatives)

Performance Measure (20% weighting each)Threshold (0 rating)Target (1.2 rating)Maximum (2.0 rating)Actual Performance (as adjusted)Rating
Net Sales$5,858$6,102$6,346$6,1221.27
Relative Gross Margin< 25thpercentile55thpercentile80thpercentile44thpercentile0.82
Adjusted Diluted Earnings Per Share$ 3.28$ 3.42$ 3.56$ 3.471.51
Cash From Operations$ 927$ 1,030$ 1,133$1,1592.00
Strategic InitiativesQualitative with scale of 0.75 to 1.501.34
Church & Dwight Co. | 2025 Proxy Statement59

COMPENSATION DISCUSSION AND ANALYSIS

The corporate performance rating for 2024 was equal to the weighted average number rating of these factors, or 1.39. Based on that performance rating, our named executive officers received award payments under the Annual Incentive Plan for 2024 as shown in the table below:

2024 Annual Incentive Plan Payouts

NamePlan RatingPerformance Rating vs Plan RatingActual Performance RatingActual Award Payment(1)(2)Actual Award as percentage of Award Opportunity (Based on a 1.2 Performance Rating)
Matthew T. Farrell1.201.161.39$2,499,000116%
Richard A. Dierker1.201.161.39$ 945,300116%
Patrick D. de Maynadier1.201.161.39$ 439,900116%
Carlos Ruiz Rabago(3)—————
Michael G. Read(4)1.201.161.39$ 419,700116%
(1)Amounts rounded to nearest $100.
(2)The award payments are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table.
(3)Carlos Ruiz Rabago did not receive any amounts under the Company’s Annual Incentive Plan for 2024 due to the timing of his employment start date in December 2024.
(4)The dollar figure has been converted to USD using the CAD Conversion Rate.
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.