The following tables show potential payments to our named executive officers, including without limitation a change in control, assuming a December 31, 2024, termination date. In connection with the amounts shown in the table:
| • | Stock option benefit amounts for each option as to which vesting will be accelerated upon the occurrence of the termination event are equal to the product of the number of shares underlying the option multiplied by the difference between the exercise price per share of the option and the $104.71 closing price per share of our common stock on December 31, 2024, as reported on the NYSE. Restricted stock unit and performance stock unit benefit amounts for each unit as to which vesting will be accelerated upon the occurrence of the termination event are equal to the product of the number of shares underlying the units multiplied by $104.71. The values set forth in the tables below assume that each named executive officer’s employment is terminated simultaneously with the occurrence of a change in control. Stock options are included in the table as they continue to vest in accordance with the terms of grant for three years for named executive officers who either are terminated without cause or voluntarily terminate and, in each case, meet our “age plus years of service” and other contractual qualifications for “retirement” treatment, and upon death or disability, in accordance with the terms of our plans. Amounts for restricted stock units are included in the table as they would accelerate for named executive officers who either are terminated without cause or voluntarily terminate and, in each case, meet our “age plus years of service” and other contractual qualifications for “retirement” treatment, and upon death or disability, in accordance with the terms of our plans. Amounts for performance stock units are included in the table as they would accelerate for named executive officers who are terminated upon death or disability, in accordance with the terms of our plans. Performance stock units are included in the table as they will continue to vest and be subject to the achievement of the applicable performance goals for named executive officers who either are terminated without cause or voluntarily terminate and, in each case, meet our “age plus years of service” and other contractual qualifications for “retirement treatment, in accordance with the terms of our plans. |
| • | As of December 31, 2024, Messrs. Farrell and de Maynadier met the minimum “age plus years of service” requirement for retirement. |
| • | Health and Welfare Benefits are equal to the costs we would incur to maintain such benefits for the applicable period. |
| • | Under the Change in Control and Severance Agreements, if the named executive officer is terminated on December 31, he or she will be entitled to no additional payments with respect to this component beyond what the executive earned under the Annual Incentive Plan. The amounts earned by each named executive officer under the Annual Incentive Plan for 2024 are reported in the “Non-Equity Incentive Plan Compensation” column in the “2024 Summary Compensation Table.” As noted above, in connection with a termination following a change in control, each executive officer would be entitled to a payment equal to his or her target bonus under the Annual Incentive Plan. |
| Church & Dwight Co. | 2025 Proxy Statement | 83 |
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POTENTIAL PAYMENTS UPON TERMINATION
| Name and Principal Position | Change in Control Terminationwithout Cause or for GoodReason ($) | Non-Change in ControlTermination withoutCause or for GoodReason ($) | Retirement ($) | Death and Disability ($) |
|---|
| Matthew T. Farrell |
|---|
| Chairman, President and Chief Executive Officer |
|---|
| Severance Payments(1) | 9,300,000 | 2,480,000 | — | — |
|---|
| Stock Options | 11,914,877 | 11,914,877 | 11,914,877 | 11,914,877 |
|---|
| Restricted Stock Units | 1,449,291 | 1,449,291 | 1,449,291 | 1,449,291 |
|---|
| Performance Stock Units | 2,059,646 | 2,059,646 | 2,059,646 | 1,037,909 |
|---|
| Excise Tax and Gross-Ups | — | — | — | — |
|---|
| Health and Welfare Benefits | 52,107 | 34,738 | — | — |
|---|
| Total | 24,775,921 | 17,938,552 | 15,423,814 | 14,402,077 |
|---|
| Richard A. Dierker |
|---|
| Executive Vice President, Chief Financial Officer and Head of Business Operations |
|---|
| Severance Payments(1) | 2,833,740 | 726,600 | — | — |
|---|
| Stock Options | 3,257,858 | — | — | 3,257,858 |
|---|
| Restricted Stock Units | 409,835 | — | — | 409,835 |
|---|
| Performance Stock Units | 290,138 | — | — | 290,138 |
|---|
| Excise Tax and Gross-Ups | — | — | — | — |
|---|
| Health and Welfare Benefits | 48,099 | 24,050 | — | — |
|---|
| Total | 6,839,670 | 750,650 | — | 3,957,831 |
|---|
| Patrick D. de Maynadier |
|---|
| Executive Vice President, General Counsel & Secretary |
|---|
| Severance Payments(1) | 1,698,880 | 530,900 | — | — |
|---|
| Stock Options | 1,356,778 | 1,356,778 | 1,356,778 | 1,356,778 |
|---|
| Restricted Stock Units | 163,452 | 163,452 | 163,452 | 163,452 |
|---|
| Performance Stock Units | 233,503 | 233,503 | 233,503 | 118,049 |
|---|
| Excise Tax and Gross-Ups | — | — | — | — |
|---|
| Health and Welfare Benefits | 34,738 | 17,369 | — | — |
|---|
| Total | 3,487,351 | 2,302,002 | 1,753,733 | 1,638,279 |
|---|
| Carlos Ruiz Rabago |
|---|
| Executive Vice President, Chief Supply Chain Officer |
|---|
| Severance Payments(1) | 1,648,000 | 515,000 | — | — |
|---|
| Stock Options | — | — | — | — |
|---|
| Restricted Stock Units | 1,335,053 | — | — | 1,335,053 |
|---|
| Performance Stock Units | — | — | — | — |
|---|
| Excise Tax and Gross-Ups | — | — | — | — |
|---|
| Health and Welfare Benefits | 48,099 | 24,050 | — | — |
|---|
| Total | 3,031,152 | 539,050 | — | 1,335,053 |
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| 84 | Church & Dwight Co. | 2025 Proxy Statement |
POTENTIAL PAYMENTS UPON TERMINATION
| Name and Principal Position | Change in Control Terminationwithout Cause or for GoodReason ($) | Non-Change in ControlTermination withoutCause or for GoodReason ($) | Retirement ($) | Death and Disability ($) |
|---|
| Michael G. Read(2) |
|---|
| Executive Vice President, International |
|---|
| Severance Payments(1) | 1,692,160 | 528,800 | — | — |
|---|
| Stock Options | 906,380 | — | — | 906,380 |
|---|
| Restricted Stock Units | 114,553 | — | — | 114,553 |
|---|
| Performance Stock Units | 80,050 | — | — | 80,050 |
|---|
| Excise Tax and Gross-Ups | — | — | — | — |
|---|
| Health and Welfare Benefits | 13,486 | 6,743 | — | — |
|---|
| Total | 2,806,629 | 535,543 | — | 1,100,983 |
|---|
| (1) | “Severance Payments” amount for each of our named executive officers excludes the $10,000 outplacement benefit. |
| (2) | The dollar figures have been converted to USD using the CAD Conversion Rate, as applicable. |
| Church & Dwight Co. | 2025 Proxy Statement | 85 |
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CEO PAY RATIO
