CHURCH & DWIGHT CO INC /DE/
For the period ended May 1, 2025. Filed Mar 20, 2025.
View on SEC.govAbout 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
Contents
Table of Contents
| PROXY STATEMENT SUMMARY | 1 |
|---|---|
| 2025 ANNUAL MEETING OF STOCKHOLDERS | 1 |
| VOTING MATTERS AND BOARD OF DIRECTOR RECOMMENDATIONS | 1 |
| CORPORATE GOVERNANCE | 3 |
| PROXY STATEMENT | 5 |
| INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 5 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 9 |
| CORPORATE GOVERNANCE AND OTHER BOARD MATTERS | 22 |
| BOARD OF DIRECTORS’ COMPOSITION | 22 |
| CORPORATE GOVERNANCE GUIDELINES AND OTHER CORPORATE GOVERNANCE DOCUMENTS | 22 |
| BOARD OF DIRECTORS INDEPENDENCE | 22 |
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 23 |
| EXECUTIVE SESSIONS OF INDEPENDENT DIRECTORS | 23 |
| BOARD OF DIRECTORS EDUCATION | 23 |
| BOARD OF DIRECTORS RISK OVERSIGHT | 24 |
| BOARD OF DIRECTORS LEADERSHIP STRUCTURE | 26 |
| COMMUNICATION WITH THE BOARD OF DIRECTORS | 27 |
| STOCKHOLDER ENGAGEMENT | 27 |
| BOARD OF DIRECTORS MEETINGS AND COMMITTEES | 29 |
| SUCCESSION PLANNING | 33 |
| CODE OF CONDUCT | 33 |
| INSIDER TRADING POLICIES AND PROCEDURES | 33 |
| POLITICAL EXPENDITURES | 34 |
| SUSTAINABILITY STRATEGY | 34 |
| HUMAN CAPITAL | 36 |
| COMPENSATION OF DIRECTORS | 37 |
| 2024 DIRECTOR COMPENSATION TABLE | 40 |
| STOCK OWNERSHIP GUIDELINES FOR DIRECTORS | 40 |
| OUR EXECUTIVE OFFICERS | 41 |
| SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 44 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 47 |
| REVIEW AND APPROVAL OF RELATED PERSON TRANSACTIONS | 47 |
| RELATED PERSON TRANSACTIONS | 47 |
| AUDIT COMMITTEE REPORT | 48 |
| FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 49 |
| PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES | 50 |
| COMPENSATION DISCUSSION AND ANALYSIS | 51 |
| INTRODUCTION | 51 |
| EXECUTIVE SUMMARY | 51 |
| 2024 COMPENSATION | 53 |
| SAY-ON-PAY VOTE AND STOCKHOLDER ENGAGEMENT | 55 |
| 2024 EXECUTIVE COMPENSATION HIGHLIGHTS | 55 |
| COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM | 56 |
| MIX OF PAY | 56 |
| SALARIES | 56 |
| ANNUAL INCENTIVE PLAN | 57 |
| PROFIT SHARING AMOUNT | 60 |
| LONG-TERM INCENTIVE | 60 |
| PERQUISITES AND CHARITABLE CONTRIBUTIONS | 62 |
| 2025 COMPENSATION AND BENEFITS DECISIONS | 62 |
Church & Dwight Co. | 2025 Proxy Statement
TABLE OF CONTENTS
| GOVERNANCE FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM | 64 |
|---|---|
| EXECUTIVE STOCK OWNERSHIP GUIDELINES | 64 |
| SHORT SALE, HEDGING AND PLEDGING | 65 |
| CLAWBACK POLICIES | 65 |
| ONGOING AND POST-EMPLOYMENT COMPENSATION | 65 |
| SAVINGS AND PROFIT SHARING PLAN FOR SALARIED EMPLOYEES | 65 |
| EXECUTIVE DEFERRED COMPENSATION PLAN | 66 |
| CHANGE IN CONTROL AND SEVERANCE AGREEMENTS | 66 |
| HOW COMPENSATION DECISIONS ARE MADE | 67 |
| ROLE OF THE COMPENSATION & HUMAN CAPITAL COMMITTEE IN EXECUTIVE COMPENSATION | 67 |
| ROLE OF INDEPENDENT COMPENSATION CONSULTANT | 67 |
| ROLE OF PEER GROUPS | 68 |
| ACCOUNTING AND TAX CONSIDERATIONS | 70 |
| COMPENSATION & HUMAN CAPITAL COMMITTEE REPORT | 71 |
| 2024 SUMMARY COMPENSATION TABLE | 72 |
| 2024 GRANTS OF PLAN-BASED AWARDS | 75 |
| 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END | 77 |
| 2024 OPTION EXERCISES AND STOCK VESTED | 79 |
| 2024 NONQUALIFIED DEFERRED COMPENSATION | 80 |
| POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 81 |
| CHANGE IN CONTROL AND SEVERANCE AGREEMENTS | 81 |
| VESTING PROVISIONS PERTAINING TO LONG-TERM INCENTIVE AWARDS UPON A CHANGE IN CONTROL | 82 |
| TABLE OF BENEFITS UPON TERMINATION EVENTS | 83 |
| CEO PAY RATIO | 86 |
| EQUITY COMPENSATION PLAN INFORMATION AS OF DECEMBER 31, 2024 | 87 |
| PAY VERSUS PERFORMANCE | 88 |
| PROPOSAL 2: ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 93 |
| PROPOSAL 3: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 94 |
| PROPOSAL 4: STOCKHOLDER PROPOSAL | 95 |
| HOUSEHOLDING OF PROXY MATERIALS | 98 |
| OTHER BUSINESS | 99 |
| STOCKHOLDER PROPOSALS AND NOMINATION OF DIRECTOR CANDIDATES | 100 |
Church & Dwight Co. | 2025 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.