CHURCH & DWIGHT CO INC /DE/
For the period ended May 1, 2025. Filed Mar 20, 2025.
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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
Contents
PAY VERSUS PERFORMANCE
As required under the SEC pay versus performance rules adopted under the Dodd-Frank Act (“PvP Rules”), we are providing the following information about the relationship between “compensation actually paid” to our CEO (referred to below as our principal executive officer or PEO) and average “compensation actually paid” to our named executive officers (“NEOs”) and certain financial performance of the Company for the last five years, in each case, calculated in a manner consistent with PvP Rules. For further information concerning the Company’s variable
pay-for-performance
philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.”
| PAY VERSUS PERFORMANCE | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Year (a) · Summary Compensation Table Total for PEO (b) · Compensation Actually Paid to PEO(1) (c) · Average Summary Compensation Table Total for Non-PEO NEOs (2) (d) · Average Compensation Actually paid to Non-PEO NEOs (1) (2) (e) · Value of Initial Fixed $100 Investment Based On: · Net Income ($ in millions)(4) (h) · Company- Selected Measure: Adjusted Diluted EPS(5) (i) | |||||||||||
| Total Shareholder Return (f) · Peer Group Total Shareholder Return(3) (g) | |||||||||||
| 2024 | $12,253,425 | $19,816,257 | $2,448,044 | $3,232,756 | $158 | $146 | $585 | $3.47 | |||
| 2023 | $11,182,166 | $24,015,899 | $2,457,117 | $4,099,117 | $141 | $126 | $756 | $3.17 | |||
| 2022 | $8,375,361 | $(5,956,688 | )(7) | $1,673,157 | $(8,738 | )(8) | $119 | $126 | $414 | $1.72 | |
| 2021 | $8,889,526 | $26,421,358 | $1,743,820 | (6) | $3,270,073 | (6) | $149 | $133 | $828 | $3.04 | |
| 2020 | $9,902,703 | $22,777,595 | $2,018,372 | $3,794,101 | $125 | $116 | $786 | $2.85 | |||
| (1) | The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” (“CAP”) to Mr. Farrell, and to our NEOs other than Mr. Farrell, respectively. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the PvP Rules, the following adjustments were made to the “Total” amount of compensation reported on the Summary Compensation Table (“SCT”): |
| PEO SCT Total to CAP Reconciliation | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Year · Salary · Bonus and Non-Equity Incentive Compensation · All Other Compensation (i) · SCT Total · Deductions from SCT Total (ii) · Additions to SCT Total (iii) · CAP | |||||||||
| 2024 | $1,231,633 | $2,499,000 | $462,792 | $12,253,425 | $(8,060,000) | $15,622,831 | $19,816,257 | ||
| 2023 | $1,183,975 | $2,530,700 | $235,191 | $11,182,166 | $(7,232,300) | $20,066,032 | $24,015,899 | ||
| 2022 | $1,156,275 | $453,600 | $174,764 | $8,375,361 | $(6,590,722) | $(7,741,328 | )(7) | $(5,956,688 | )(7) |
| 2021 | $1,117,400 | $1,130,800 | $281,718 | $8,889,526 | $(6,359,608) | $23,891,440 | $26,421,358 | ||
| 2020 | $1,084,825 | $2,195,700 | $447,873 | $9,902,703 | $(6,174,305) | $19,049,196 | $22,777,595 | ||
| Average Non-PEO NEOs(2) SCT Total to CAP Reconciliation | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Year · Salary · Bonus and Non-Equity Incentive Compensation · All Other Compensation (i) · SCT Total · Deductions from SCT Total (ii) · Additions to SCT Total (iii) · CAP | |||||||||
| 2024 | $448,076 | $576,225 | $113,938 | $2,448,044 | $(1,309,806) | $2,094,517 | $3,232,756 | ||
| 2023 | $548,225 | $662,375 | $177,561 | $2,457,117 | $(1,068,956) | $2,710,956 | $4,099,117 | ||
| 2022 | $533,613 | $117,575 | $84,254 | $1,673,157 | $(937,716) | $(744,180 | )(8) | $(8,738 | )(8) |
| 2021 | $513,474 | $285,050 | $107,146 | $1,743,820 | $(838,150) | $2,364,402 | $3,270,073 | ||
| 2020 | $501,338 | $565,600 | $144,288 | $2,018,372 | $(807,146) | $2,582,875 | $3,794,101 | ||
| (i) | Reflects “all other compensation” reported in the SCT for each year shown. |
| 88 | Church & Dwight Co. | 2025 Proxy Statement |
PAY VERSUS PERFORMANCE
| (ii) | Represents the grant date fair value of equity-based awards granted each year. We do not have a pension program for any of the years reflected in this table; therefore, a deduction from SCT total related to pension value is not needed. |
| (iii) | Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The equity component of CAP for fiscal year 2024 is further detailed in the supplemental table below: |
| PEO Equity Component of CAP for Each Fiscal Year (FY) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year · Equity Type · Fair Value of Current Year Equity Awards at 12/31(IV) (a) · Change in Value of Prior Years’ Awards That Vested in FY(IV) (b) · Change in Value of Prior Years’ Awards Unvested at 12/31(IV) (c) · Equity Value Included in CAP (d) = (a) + (b) + (c) | ||||||||
| 2024 | Options/RSUs/PSUs | $8,782,262 | $3,246,832 | $3,593,737 | $15,622,831 | |||
| 2023 | Options/RSUs/PSUs | $9,453,817 | $5,228,516 | $5,383,700 | $20,066,032 | |||
| 2022 | Options | $6,325,489 | (7) | $(4,379,219) | $(9,687,598 | )(7) | $(7,741,328 | )(7) |
| 2021 | Options | $10,985,931 | $(1,173,880) | $14,079,390 | $23,891,440 | |||
| 2020 | Options | $7,482,445 | $1,887,995 | $9,678,757 | $19,049,196 | |||
| Average Non-PEO NEOs(2) Equity Component of CAP for each Fiscal Year (FY) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year · Equity Type · Fair Value of Current Year Equity Awards at 12/31(IV) (a) · Change in Value of Prior Years’ Awards That Vested in FY(IV) (b) · Change in Value of Prior Years’ Awards Unvested at 12/31(IV) (c) · Equity Value Included in CAP (d) = (a) + (b) + (c) | ||||||||
| 2024 | Options/RSUs/PSUs | $1,365,146 | $314,071 | $415,300 | $2,094,517 | |||
| 2023 | Options/RSUs/PSUs | $1,397,538 | $578,670 | $734,748 | $2,710,956 | |||
| 2022 | Options | $899,979 | (8) | $(494,713) | $(1,149,445 | )(8) | $(744,180 | )(8) |
| 2021 | Options | $1,213,885 | $(145,752) | $1,296,270 | $2,364,402 | |||
| 2020 | Options | $978,154 | $262,936 | $1,341,785 | $2,582,875 | |||
| (iv) | Stock option fair values, reported for CAP purposes, are estimated using a Black-Scholes option pricing model. The methodology used for determining the model inputs is consistent with the valuation performed on the grant date. This model requires several assumptions: (i.e., volatility, term, dividend yield, and risk-free interest rate) as of the measurement date. |
Restricted stock unit fair values are calculated using the stock price as of the measurement date.
Performance stock unit fair values, reported for CAP purposes, are estimated using a Monte Carlo pricing model. The methodology used for determining the model inputs is consistent with the valuation performed on the grant date. This model requires several assumptions: (i.e., volatility, financial metric multiplier, realized performance, and risk-free interest rate) as of the measurement date.
| (2) | The non-principal executive officer (PEO) named executive officers (NEOs) reflected in columns (d) and (e) represent the following individuals for each of the years shown: |
2024: Richard Dierker, Patrick de Maynadier, Carlos Ruiz Rabago, Michael Read
2023: Richard Dierker, Patrick de Maynadier, Barry Bruno, Carlos Linares
2022: Richard Dierker, Patrick de Maynadier, Barry Bruno, Carlos Linares
2021: Richard Dierker, Patrick de Maynadier, Britta Bomhard, Barry Bruno
2020: Richard Dierker, Patrick de Maynadier, Britta Bomhard, Steven Cugine
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PAY VERSUS PERFORMANCE
| (3) | As permitted by SEC rules, the peer group referenced for purposes of “Peer Group Total Shareholder Return” is that of the S&P 500 Households Products Index, which is the industry index reported in Part II, Item 5, of our Annual Report on Form 10-K for the year ended December 31, 2024, in accordance with Item 201(e) of Regulation S-K. For the Company and our peer group, the TSR for each year reflects what the cumulative value would be based upon an initial $100 investment, including reinvestment of dividends, made at the beginning of the applicable performance period (January 1, 2020). |
| (5) | Adjusted Diluted EPS, is as adjusted for purposes of calculating Adjusted Diluted EPS under the “Annual Incentive Plan” and includes the following: |
2024: 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), and WaterPik tariff refunds (-$0.11), and for costs related to the Graphico acquisition ($0.03)
2023: The cost of restricted stock issued for the Hero acquisition ($0.12)
2022: The cost of restricted stock issued for the Hero acquisition ($0.03) and impact of the discontinuation of business in Russia due to the Russia/Ukraine war ($0.01)
2021: The favorable adjustment to Flawless earnout ($0.30) and the operational and transactional cost of the Therabreath acquisition ($0.02)
2020: The favorable adjustment to Flawless earnout ($0.28), gain on sale of an international brand ($0.01) and the operational and transactional cost of the Zicam acquisition ($0.02)
| (6) | Compensation values disproportionately declined from the prior fiscal year due to the impact of the departure of Steven Cugine and Britta Bomhard, both longer tenured NEOs, and replacement with Barry Bruno |
| (7) | 2022: Compensation Actually Paid to PEO was modified to reflect an inadvertent inaccuracy in the December 31, 2022 valuation of outstanding stock options, which resulted in an understatement of $1,705,417 |
| (8) | 2022: Compensation Actually Paid to Non-PEO NEOs was modified to reflect an inadvertent inaccuracy in the December 31, 2022 valuation of outstanding stock options, which resulted in an understatement of $240,367 |
Required Tabular Disclosure of Most Important Measures to Determine FY2024 CAP
As described in greater detail in our Compensation Discussion and Analysis (“CD&A”) within the sections titled “2024 Key Business Highlights and Strong Pay for Performance Alignment” and “Annual Incentive Plan”, the Company’s executive compensation program reflects a variable
pay-for-performance
philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our stockholders. The four items listed below represent the most important metrics we used to determine CAP for FY2024.
Most Important Performance Measures
>NetSales >RelativeGross Margin >AdjustedDiluted EPS >Cashfrom Operations
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PAY VERSUS PERFORMANCE
We believe in the importance of our stock price by delivering significant value to our stockholders and linking executive pay to our performance. Beyond the Company stock price, we believe that Adjusted Diluted EPS (which is a metric used for purposes of our Annual Incentive Plan – see additional details regarding adjustments in the section titled “Compensation Discussion and Analysis – Annual Incentive Plan”) represents the most important financial performance measure (that is not otherwise required to be disclosed in the above table) linking NEO CAP to Company performance because it is indicative of our profitability and impacts our stock price, and accordingly, Adjusted Diluted EPS is the “Company-Selected Measure” that is required to be disclosed in accordance with the PvP Rules.
Discussion Regarding Pay versus Performance Relationship
The graphs that follow provide descriptions of the relationship between compensation actually paid and TSR, net income and our company-selected metric (Adjusted Diluted EPS) for both the PEO and the average
non-PEO
NEO cohort. The graphs also describe the relationship between our own TSR and a peer group TSR based upon an initial $100 investment made at the beginning of the applicable performance period (January 1, 2020). Compensation actually paid is influenced by numerous factors, including but not limited to the timing of new grant issuances and outstanding grant vesting, share price volatility during the fiscal year, our mix of short-term and long-term metrics, and many other factors.
| Fiscal Years | p CAP to PEO | p Avg CAP to Non-PEO NEOs | p Company TSR | p Peer Group TSR |
|---|---|---|---|---|
| 2024 vs. 2023 | (17.5)% | (21.1)% | 12.0% | 16.2% |
| 2023 vs. 2022 | 503.2% | 973.8% | 18.7% | 0.4% |
| 2022 vs. 2021 | (122.5)% | (100.3)% | (20.4)% | (5.9)% |
| 2021 vs. 2020 | 16.0% | (13.8)% | 18.9% | 15.2% |
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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.