Clorox DEF 14A: Executive Pay & Governance Details

Ticker: CLX · Form: DEF 14A · Filed: Oct 4, 2024 · CIK: 21076

Clorox Co /De/ DEF 14A Filing Summary
FieldDetail
CompanyClorox Co /De/ (CLX)
Form TypeDEF 14A
Filed DateOct 4, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$100 million
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

TL;DR

CLX DEF 14A out: Check exec pay, board ops for FY24. Rendle & Dorer compensation detailed.

AI Summary

The Clorox Company (CLX) filed its DEF 14A on October 4, 2024, for the fiscal year ending June 30, 2024. This filing provides detailed information regarding executive compensation, board of directors, and other corporate governance matters. Key individuals mentioned include Rendle and Dorer, with compensation data presented for fiscal years 2021 through 2024.

Why It Matters

This filing is crucial for shareholders to understand how executive compensation is structured and how the board of directors operates, impacting the company's long-term strategy and performance.

Risk Assessment

Risk Level: medium — DEF 14A filings can reveal insights into executive compensation and corporate governance that may influence investor confidence and stock performance.

Key Numbers

  • 2024-06-30 — Fiscal Year End (Reporting period for compensation and governance details.)
  • 2024-10-04 — Filing Date (Date the DEF 14A was submitted to the SEC.)

Key Players & Entities

  • The Clorox Company (company) — Filer
  • CLX (company) — Ticker Symbol
  • Rendle (person) — Director/Executive
  • Dorer (person) — Director/Executive

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, also known as a Definitive Proxy Statement, is used to solicit shareholder votes on important corporate matters, such as the election of directors and executive compensation.

Who are the key individuals whose compensation is detailed in this filing?

The filing details compensation for individuals such as Rendle and Dorer, with data presented across multiple fiscal years.

For which fiscal years does this filing provide compensation data?

This filing provides compensation data for the fiscal years ending June 30, 2021, 2022, 2023, and 2024.

What is the company's principal business activity?

The Clorox Company's principal business activity is in Specialty Cleaning, Polishing and Sanitation Preparations, with SIC code 2842.

Where is The Clorox Company headquartered?

The Clorox Company is headquartered in Oakland, California, with its principal executive offices located at 1221 Broadway, Oakland, CA 94612-1888.

Filing Stats: 4,543 words · 18 min read · ~15 pages · Grade level 15.7 · Accepted 2024-10-04 16:15:34

Key Financial Figures

  • $100 million — o deliver ongoing cost savings of about $100 million annually. We also completed the first w

Filing Documents

Executive Compensation

Executive Compensation 42 Proposal 2: Advisory Vote to Approve Executive Compensation 42 Compensation Discussion and Analysis 43

Executive Compensation Tables

Executive Compensation Tables 59 Equity Compensation Plan Information 77 Audit Committee Matters 78 Proposal 3: Ratification of Independent Registered Public Accounting Firm 78 Information About the Virtual Annual Meeting 81 Attending the Virtual Annual Meeting 86 Submitting Questions for the Virtual Annual Meeting 87 Appendix A: Management's Discussion and Analysis of Financial Condition and Results of Operations A-1 Appendix B: GAAP to Non-GAAP Reconciliation of Economic Profit B-1 Frequently Requested Information Our Corporate Purpose and Values, IGNITE Strategy and Integrated ESG Approach 12 ESG Governance 32 Our Director Nominees 15 Board Committees 35 Director Skills & Experience 22 Summary Compensation Table Director Diversity & Tenure 24 Fiscal Year 2024 59 Board Leadership Structure 25 Fiscal Year 2024 PEO Pay Ratio 72 Board Risk Oversight 29 Fiscal Year 2024 Pay Versus Performance 72 The Clorox Company 2024 Proxy Statement > Proxy Summary 6 Proxy Summary This summary highlights information contained elsewhere in this proxy statement and does not contain all the information that you should consider. Please review the entire proxy statement before voting. Voting Matters and Voting Recommendations What's New This Year We continued to enhance our disclosures and practices. Here are some highlights since our 2023 Annual Meeting of Shareholders. Clorox hosted a global town hall featuring four members of our board of directors (the Board). The town hall focused on leadership through transformation and featured our lead independent director Matthew Shattock, our Nominating, Governance, and Corporate Responsibility Committee (NGCRC) chair Esther Lee, Stephanie Plaines and Russell Weiner. The town hall took place at our Oakland corporate offices and was broadcasted to our offices and manufacturing facilities across the U.S. and globally. Employees were given the opportunity to ask questi

Executive Compensation

Executive Compensation Framework A substantial portion of our target total direct compensation for our executives is variable, with 90% of target compensation at risk for our CEO and 80% of target compensation at risk on average for our other named executive officers (NEOs). Base salary is the only fixed component of direct compensation. Component and Rationale CEO Proportion (1) NEO (2) Proportion (1) Performance Measures Performance Period Characteristics Base Salary Fixed pay to attract and retain talent, based on role, level of responsibilities, and individual performance. N/A N/A Fixed cash Annual Incentives Variable pay to incent and recognize performance in areas of short-term strategic importance. Annual net sales (50%) Net earnings (30% ) Gross margin (20%) Individual performance goals One Year Performance- based cash Long-Term Incentives Equity-based pay to incent and recognize performance in areas of long-term strategic importance, promote retention and stability, and align executives with shareholders. Economic profit Variation in underlying stock price due to overall business results Three Years PSUs and RSUs (1) Proportion represents the actual base salary, target annual incentive award, and grant date fair market value of annual long-term incentive awards granted in fiscal year 2024 (with PSUs measured at target). Percentages may not total 100% due to rounding. Refer to the Summary Compensation Table on pg 59 for further details on actual compensation. (2) Represents the average of all NEOs active on June 30, 2024, other than the CEO. The Clorox Company 2024 Proxy Statement > Our Company 11 The Clorox Company 2024 Proxy Statement > Our Company 12 Corporate Purpose and Values Clorox is led by our purpose: We champion people to be well and thrive every single day. We believe this helps us drive long- term value for our shareholders and other stakeholders. At the heart of our business succ

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