CHURCH & DWIGHT CO INC /DE/

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

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

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Contents

CORPORATE GOVERNANCE

We strive to maintain effective corporate governance practices and policies. We believe that the following practices and policies contribute to our strong governance profile:

Director Independence		◾		10 of 12 director nominees are independent under the NYSE listing standards
	◾		Starting September 30, 2025, we anticipate having 10 of 11 directors be independent and an independent Chair
	◾		3 fully independent Board committees: Audit, Compensation & Human Capital, and Governance, Nominating & Corporate Responsibility
	◾		Independent Lead Director presides over executive sessions of, and facilitates communication with, the independent directors
Board Accountability		◾		Annual election of directors
	◾		Our directors are subject to “majority voting,” and each incumbent director nominee submits, prior to the Annual Meeting, an irrevocable resignation in writing that our Board of Directors may accept if a majority of stockholders do not re-elect the director in an uncontested election
Board Leadership		◾		Annual assessment and determination of Board leadership structure
	◾		Annual appointment of independent Lead Director when Chairman/Chief Executive Officer (“CEO”) roles are combined or when the Chairman is not independent (or when the Board otherwise determines appropriate)
	◾		Lead Director has strong role and significant governance duties, including approval of Board agendas and chairing executive sessions of all independent directors
Board Evaluation and Effectiveness		◾		Annual Board, Committee, and individual director evaluations
Board Refreshment		◾		Board members who joined before 2021 are required to retire on the earlier of reaching age 75, or twenty years on the Board, and Board members joining since 2021 are required to retire on the earlier of reaching age 75 or fifteen years on the Board
	◾		Annual review of board succession plans
Prevent Overboarding		◾		Our Corporate Governance Guidelines set forth limits on the number of public company boards on which our non-employee directors and CEO may serve: four (including the Company) for our non-employee directors and two (including the Company) for our CEO
	◾		Compliance is reviewed annually, and all of our directors are in compliance with this policy
Director Engagement		◾		Each director attended at least 75 percent of the aggregate number of meetings held by the Board and all committees of the Board on which such director served in 2024
	◾		Board policy limits director membership to four public company boards (including the Company) for non-employee directors (without the approval of the Governance, Nominating & Corporate Responsibility Committee)
	◾		Stockholder ability to contact directors (as described under “Communication with the Board of Directors”)
Director Access and Resources		◾		Significant interaction with the Company’s senior business leaders through regular business reviews
	◾		Directors have direct access to senior management and other employees
	◾		Directors have authorization to hire outside experts and consultants and to conduct independent investigations
Proxy Access		◾		Our Bylaws provide for proxy access by stockholders
No Supermajority Voting Requirements		◾		No supermajority requirement for stockholders to amend Bylaws
	◾		No supermajority requirement for stockholders to amend the Certificate of Incorporation
Right of Stockholders to Request Special Meeting		◾		Stockholders with at least 25% of our outstanding stock have the right to request special meetings of the stockholders
Clawback Policies		◾		Clawback policies that require the recoupment of excess incentive-based compensation paid to our executive officers as a result of a material financial misstatement in accordance with the Dodd-Frank Act and NYSE rules, and permit recoupment of compensation from a broader group of senior leaders across the Company in the case of material financial misstatements, cause conduct and violations of restrictive covenants
		◾		Clawback provisions incorporated into the Company’s Annual Incentive Plan and Omnibus Equity Compensation Plan (and underlying award agreements) that are tied to the clawback policies
Anti-Hedging Policy		◾		Insider trading policy prohibits non-employee directors and employees from engaging in any pledging, short sales, or hedging involving Company stock

Church & Dwight Co. \| 2025 Proxy Statement	3

SUMMARY

Share Ownership	◾	CEO is required to hold shares equivalent to 6x base salary
	◾	CFO is required to hold shares equivalent to 3x base salary
	◾	All other senior executives are required to hold shares equivalent to 2.5x base salary
	◾	Board members are required to hold shares equivalent to 5x the standard annual retainer
Director Compensation	◾	Maximum annual limit of $750,000, in the aggregate, for Director Compensation
Compensation Practices	◾	Target compensation opportunities are competitive in markets in which we compete for management talent
	◾	Use of short-term and long-term incentives ensure a strong connection between Company performance and actual compensation realized
	◾	Our Annual Incentive Plan utilizes five diverse metrics to avoid over-emphasis on any one measure
	◾	In the event of a change in control, our named executive officers will not receive cash severance, nor will equity granted after July 30, 2019 vest, unless accompanied by a qualifying termination of the named executive officer
	◾	No excise tax gross-ups for change in control payments
	◾	No defined pension benefit plan or similarly actuarially valued pension plan for executives
	◾	Limited perquisites
	◾	Repricing of stock options is prohibited without prior stockholder approval
Risk Management/Sustainability	◾	Risk assessment and risk management are the responsibility of the Company’s management, and the Board has oversight responsibility for those processes and findings
	◾	The Board and its committees oversee the execution of the Company’s sustainability strategy as part of their oversight of the Company’s overall strategy and risk management

4	Church & Dwight Co. \| 2025 Proxy Statement

PROXY STATEMENT

CHURCH & DWIGHT CO., INC.

Princeton South Corporate Park, 500 Charles Ewing Boulevard, Ewing, New Jersey 08628

(609)806-1200

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