CHURCH & DWIGHT CO INC /DE/

In 2024, our directors’ fees, other than Mr. Farrell, consisted of the following:

CORPORATE GOVERNANCE

The table above does not include a separate annual retainer for Mr. Farrell, who is a Board member, as he receives no additional compensation for his service on the Board. See "2025 Director Compensation" for further information regarding the director fees for Mr. Farrell following his retirement as President and Chief Executive Officer of the Company effective April 1, 2025.

We pay fees to our directors in accordance with the Amended and Restated Compensation Plan for Directors (the “Compensation Plan for Directors”). Any fees payable to our directors under the Compensation Plan for Directors may be deferred in accordance with our Deferred Compensation Plan for Directors, provided that a timely election is made by the director seeking such deferral. We also provide annual restricted stock units and stock option awards to our directors under the Church & Dwight Co., 2022 Omnibus Equity Compensation Plan (the “Omnibus Equity Compensation Plan”). All of these arrangements are described in further detail below.

Compensation Plan for Directors. The Compensation Plan for Directors was amended and restated in February 2023 and further amended and restated on November 1, 2023 (as so amended and restated, the “Compensation Plan for Directors”) and provides for the payment offee-based compensation (i.e., an annual retainer and any special assignment meeting fees) and annual equity grants to our directors who are not full-time employees of the Company or its affiliates. Special assignment meeting fees of $2,000 per meeting may be paid in consideration for attendance at meetings with respect to certainnon-scheduled activities and special projects as determined by the Governance, Nominating & Corporate Responsibility Committee and cannot exceed $20,000 per special assignment committee member, including the chair of such committee. The annual retainer amount ispro-rated for any director with less than a full year of service. Mr. Smith received apro-rata portion of the Board retainer for his services which commenced on July 8, 2024.

The Compensation Plan for Directors provides each director with the choice of receiving his or herfee-based compensation (i) 100 percent in cash if that director has fully satisfied the Company’s Stock Ownership Guidelines for Directors, (ii) 50 percent in cash and 50 percent in shares of our common stock if specifically elected by a director or (iii) 100 percent in shares of our common stock (the default method of payment). For 2024, all directors (other than Mr. Smith, who joined the Board in July, 2024) made their elections for how to receive theirfee-based compensation in December 2023. Mr. Smith made his election within 30 days of commencing service. To determine the number of shares a director is entitled to receive under the Compensation Plan for Directors, the annual retainer or special assignment meeting fee amount (as applicable) is divided by the closing price of a share of our common stock as reported on the NYSE on the applicable payment date.

Annual Equity Grants for Directors. The Compensation Plan for Directors provides that, beginning in January 2023, non-employee directors will receive 50 percent of their Annual Equity Grant in the form of stock option awards and 50 percent in the form of restricted stock units (“RSUs”), in each case, granted under the 2022 Omnibus Equity Compensation Plan. These grants will be made on the first day of the first open trading window following the Company’s earnings release associated with the annual meeting of stockholders. A new director will receive his or her initial equity grant on the date such individual commences service with us as a director. The stock options will vest in full on the earlier of (i) the third anniversary of the date of grant, or (ii) the third annual meeting of the Company’s stockholders following the date of grant, provided that the director continues to serve on the Board until such date. Upon any cessation of service due to death or disability, all outstanding stock options, to the extent unvested, continue to vest and remain outstanding until the third anniversary of such death or disability (or earlier until expiration of the option term). With respect to stock option awards, directors who retire after service on the Board for at least six years (“Retirement”), any stock options (to the extent unvested) will continue to vest and all unexercised stock options remain outstanding for the remainder of the option term. The RSUs will vest in full on the first anniversary of the date of grant, provided that the director continues to serve on the Board until such date. Upon any cessation of service due to death or disability all unvested RSUs will vest in full and will be settled by the payment of underlying shares following vesting. Upon Retirement,100 percent of the RSUs will immediately vest. Nonon-employee director may receive more than one equity grant in any calendar year.

CORPORATE GOVERNANCE

Deferred Compensation Plan for Directors. The Deferred Compensation Plan for Directors provides an opportunity for our directors to defer payment of all or a portion of their respective director fees into a notional account until after termination of service. A director electing to defer payment must decide whether to receive the deferred payment in a lump sum or in annual installments over a period of up to 10 years. A director must make any of the foregoing elections prior to the beginning of the calendar year for which the deferred fees are earned. Also, newly elected directors may make such election within 30 days of becoming a director. A director’s election is deemed to remain in effect with respect to the following year unless the director revokes or changes such election prior to the commencement of such following year. Following a termination of service, the director generally receives a number of shares of our common stock in accordance with his or her timely filed election, either in a lump sum or in annual installments over a period of up to 10 years, equal to the number of notional shares then outstanding in the director’s deferred compensation account under the plan. On a change in control, any and all deferred accounts (including any account being paid in installments) will be immediately distributed. The number of notional shares represented by amounts in a participating director’s account is set forth below in the table captioned “Securities Ownership of Certain Beneficial Owners and Management.”

2024 Annual Compensation Limit for Directors. Consistent with market practice, the Compensation Plan for Directors incorporates a maximum annual limit of $750,000 on the aggregate grant date value of equity and equity-based awards plus the aggregate amount of cash-based compensation granted to anynon-employee director (whether elected to be paid in cash or shares of common stock or on a current or deferred basis).

2025 Director Compensation. On January 28, 2025, the Governance, Nominating & Corporate Responsibility Committee and the Compensation & Human Capital Committee, reviewed the compensation ofour non-employee directors in consultation with Semler Brossy, the independent compensation consultant retained by the Compensation & Human Capital Committee, to determine if any changes are appropriate for fiscal 2025. As part of its analysis of the compensation ofour non-employee directors, Semler Brossy reviewed the total compensation and each element ofour non-employee director compensation program compared to the director compensation programs of our Compensation Peer Group, as identified and discussed in more detail under “Compensation Discussion and Analysis – Role of Peer Groups.” The Governance, Nominating & Corporate Responsibility Committee targets the total compensation paid toour non-employee directors at a level that approximates the 50th percentile of the compensation paidto non-employee directors of the Compensation Peer Group. Based upon its review, and in anticipation of Mr. Farrell being appointed asnon-executive Chairman of the Board, the Governance, Nominating & Corporate Responsibility Committee recommended to the Board, and the Board approved, an annual retainer of $270,000 for the Chair of the Board of Directors, which consists of a standard retainer of $120,000 and a Non-Executive Chairman retainer of $150,000 (in addition to a standard annual equity grant with a fair value of $160,000). No other changes were made.

CORPORATE GOVERNANCE

The following table provides information regarding compensation paid to ournon-employee directors in 2024.