CHURCH & DWIGHT CO INC /DE/

We provide long-term, equity-based executive compensation for our named executive officers, which aligns our performance and executive officer compensation with the interests of our stockholders. Each year, the Committee approves a target long-term equity award for each executive officer, expressed as a percentage of base salary.

COMPENSATION DISCUSSION AND ANALYSIS

In connection with our 2024 long-term incentive grants, the Committee targeted the following percentages of salary based on market data for our named executive officers:

Long-Term Incentive as Percent of Salary

Beginning in fiscal year 2023, and continuing in 2024, our named executive officers received 75% of their total annual long-term incentive award in stock options, 15% in performance stock units (“PSUs”), and 10% in restricted stock units (“RSUs”). The number of shares underlying PSUs and RSUs granted to our named executive officers is calculated by designating 15% and 10%, respectively, of an amount equal to a percentage of the named executive officer’s salary and, with respect to the PSUs, dividing that amount by the grant date fair value of a share of our common stock underlying the PSUs as determined in accordance with U.S. generally accepted accounting principles using Monte Carlo valuation methodology, and, with respect to the RSUs, the grant date fair value of a share of our common stock, in each case rounded to the nearest 10 shares.

The number of shares underlying stock options, RSUs, and PSUs granted to our named executive officers are set forth below in the “2024 Grants of Plan-Based Awards” table.

Stock Options. In 2024, the Committee continued to utilize options on our common stock as our principal form of long-term compensation. The number of shares underlying options granted to our named executive officers is calculated by designating 75% of an amount equal to a percentage of the named executive officer’s salary and dividing that amount by the grant date fair value of the shares underlying the option, in accordance with U.S. generally accepted accounting principles, rounded to the nearest 10 shares. The grant date fair value of the stock options is calculated in accordance with ASC Topic 718. Stock options granted in 2024:

The Committee believes that stock options provide a strong incentive to increase stockholder value, because the value of the stock options is directly dependent on the market performance of our common stock following the date of grant. Stock options also directly reflect the stockholder experience, are straightforward to communicate, and provide value only if our stock price increases over time, which aligns our executives’ interests with those of our stockholders in delivering TSR.

Restricted Stock Units. RSUs align the interests of our named executive officers with those of our stockholders because the value of the RSUs increases or decreases as the price of our stock changes. RSUs vest in equal installments over a three-year period, beginning one year from the date of grant.

COMPENSATION DISCUSSION AND ANALYSIS

Performance Stock Units. PSUs align the interests of our named executive officers with those of our stockholders because the number of shares of stock earned are tied to the achievement of performance targets as well as changes in our stock price. PSUs pay out at the end of a three-year performance period only if we meet relative Total Shareholder Return targets compared to our Performance Peer Group, as described further below.

Grant Practices. Beginning in fiscal year 2023 and continuing in 2024, the Committee approved shifting the annual long-term incentive award grant date from June to the first trading day of March to align timing more closely with peer practice. Grants to new employees are effective on the date the employee commences employment with us, and special grants made to employees at times other than the time of the annual grant are effective on the first trading day of the month following approval of the grant. The per share exercise price of stock options is equal to the closing price of a share of our common stock on the date of grant. Grants of long-term incentive awards made to our executive officers must be approved by the Committee. The Committee approves and grants annual incentive awards, including options, at approximately the same time every year. Outside of the annual grant cycle, the Committee may, from time to time, grant special equity awards, such as in connection with a new hire, and retains discretion to determine the grant dates for any such special equity awards, taking into account all relevant factors. In October 2024, the Committee approved shifting the grant date for off cycle awards from the first trading day of the month to the tenth trading day of the month, except for the month of February when off cycle awards will be granted on the first trading day of March. It is the Company’s policy, and the Committee’s practice, that long-term incentive awards, including options, should be made, to the extent possible and subject to adjustment by the Committee, when all material nonpublic information regarding the Company or its securities has been sufficiently publicly disclosed and that the disclosure of material nonpublic information is not timed for the purpose of affecting the value of long-term incentive awards or executive compensation. We set a schedule in advance for when grants will be made that are set to occur during the Company’s regular open trading windows. We believe that our grant practices are appropriate and eliminate any questions regarding “timing” of grants in anticipation of material events, since grants become effective in accordance with a long-standing schedule.

We do not permit repricing of options without prior stockholder approval.