P&G Files DEF 14A: Executive Compensation Details

Ticker: PG · Form: DEF 14A · Filed: 2024-08-23T00:00:00.000Z

Sentiment: neutral

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

TL;DR

P&G's DEF 14A is out, detailing exec pay for FY24. Check David Taylor's numbers.

AI Summary

Procter & Gamble Co. filed its DEF 14A on August 23, 2024, for the fiscal year ending October 8, 2024. The filing details executive compensation and other corporate governance matters. Key figures include compensation data for executives like David Taylor for the fiscal years 2020-2023.

Why It Matters

This filing provides shareholders with crucial information regarding executive compensation and corporate governance, enabling informed voting decisions on company matters.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) that provides information to shareholders and does not typically introduce new risks.

Key Numbers

Key Players & Entities

FAQ

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

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

Who is David Taylor in the context of this filing?

David Taylor is mentioned in relation to compensation data for fiscal years 2020-2023, indicating his role as an executive whose compensation is detailed.

What is the filing date of this DEF 14A for Procter & Gamble?

The filing date for this DEF 14A is August 23, 2024.

What is the fiscal year end date for the period this DEF 14A covers?

The conformed period of report for this DEF 14A is October 8, 2024.

What industry does Procter & Gamble operate in, according to the filing?

Procter & Gamble operates in the SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS industry, with SIC code 2840.

Filing Stats: 4,375 words · 18 min read · ~15 pages · Grade level 14.6 · Accepted 2024-08-23 07:01:18

Key Financial Figures

Filing Documents

: Election of Directors

ITEM 1: Election of Directors 7 Corporate Governance 18 Director Compensation 35 Compensation & Leadership Development Committee Report 38 Compensation Discussion & Analysis 39

Executive Compensation

Executive Compensation 56 Summary Compensation Table 56 Grants of Plan-Based Awards Table 59 Outstanding Equity at Fiscal Year-End Table 61 Option Exercises and Stock Vested Table 64 Pension Benefits Table 65 Nonqualified Deferred Compensation Table 67 Payments upon Termination or Change in Control 69 Pay Ratio 72 Pay Versus Performance 74 Beneficial Ownership 79 Audit Committee Report 83 Board Proposals 85

: Ratify Appointment of the Independent Registered Public Accounting Firm

ITEM 2: Ratify Appointment of the Independent Registered Public Accounting Firm 85

: Advisory Vote on Executive Compensation

ITEM 3: Advisory Vote on Executive Compensation 86 Shareholder Proposal (ITEM 4) 87 Voting and Meeting Information 90 Other Matters 95 Exhibits Exhibit A. Reconciliation of Non-GAAP Financial Measures A-1 Exhibit B. The Procter & Gamble Company Audit Committee Policies B-1

Forward-Looking Statements

Forward-Looking Statements Certain statements in this proxy statement, including estimates, projections, objectives and expected results and including statements relating to our environmental sustainability, equality and inclusion, and other ESG targets, estimates, projections, goals, commitments, and expected results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are generally identified by the words "believe," "expect," "anticipate," "intend," "opportunity," "plan," "project," "will," "should," "could," "would," "likely" and similar expressions. Forward-looking statements are based on current assumptions that are subject to risks and uncertainties that may cause actual results to differ materially from the forward-looking statements, including the risks and uncertainties discussed in Item 1A—Risk Factors of the Form 10-K included in our 2024 Annual Report. Such forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise publicly any forward-looking statements, except as required by law. Non-Incorporation of Other Materials Information on any of the Company's websites, reports or social media feeds is not part of or incorporated by reference in this proxy statement. The Company's websites include: our corporate website ( http://www.pg.com ), our Investor Relations website ( www.pginvestor.com ), and our ESG Portal ( www.pginvestor.com/esg ). This proxy statement may identify additional resources that can be found on the Company's websites. These additional resources, reports, disclosures, and policies are not part of or incorporated by reference in this proxy statement. Table of Contents PROXY SUMMARY Proxy Summary This summary highlights information contained elsewhere in t

ELECTION OF DIRECTORS (SEE PAGE 7)

ITEM 1. ELECTION OF DIRECTORS (SEE PAGE 7) You are being asked to vote on the election of the 14 Director nominees listed below. Additional information about each nominee can be found beginning on page 11. All of the Directors are independent, with the exception of Mr. Moeller, who is an employee of the Company. Our Director Nominees and Their Combined Skills, Experiences, and Backgrounds P&G is a diverse consumer products company that operates in dynamic, complex, and competitive markets around the globe. Our leaders, including our Directors, must consistently bring to bear the practical wisdom and seasoned judgment gained from significant leadership skill and experience, while remaining agile and adept at overseeing emerging risks and new business challenges. The Company's Director nominees embody an impressive array of these skills and experiences, while also representing a diversity of backgrounds, including with respect to age, gender, race/ethnicity, and specialized experience. Each nominee draws upon their unique experiences as they provide oversight and counsel to the Company, enabling us to navigate the risks and seize the opportunities we encounter based on our broad consumer base, global operating footprint, and commitment to continued product and process innovation. Marketing Consumer Industry / Retail Global Corporate Governance Leadership, Strategy, and Risk Management Digital / Technology / Innovation Finance Government / Regulatory / Public Policy Environmental Sustainability 1 The Procter & Gamble Company Table of Contents PROXY SUMMARY Name Position Age Board Tenure Committee Memberships B. Marc Allen Former Chief Strategy Officer and Senior Vice President of Strategy and Corporate Development at The Boeing Company 51 3 years Audit C&LD Brett Biggs Former Executive Vice President and Chief Financial Officer of Walmart, Inc. 56 1 year Audit I&T Sheila Bonini Senior Vice President,

ADVISORY VOTE ON EXECUTIVE COMPENSATION (SEE PAGE 86)

ITEM 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION (SEE PAGE 86) You are being asked to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers ("NEOs"), as outlined in this proxy statement beginning on page 39. This is often referred to as the "Say on Pay" vote. Key Elements of FY 2023-24 Executive Compensation Program We Received Strong Shareholder Support with 90.98% in favor of Say on Pay at the 2023 Annual Meeting. This vote is a positive endorsement of the Company's executive compensation practices and decisions. We Emphasize Pay for Performance . In total, 89% of the four main components of NEO compensation (Salary, Short-Term Achievement Reward ("STAR"), Long-Term Incentive Program ("LTIP"), and Performance Stock Program ("PSP")) was performance-based for all NEOs. Of this, 78% was tied to long-term performance. Consistent with our design principles, performance-based programs pay out at 100% when target goals are achieved. Payouts below 100% occur when target goals are not achieved, and payouts above 100% are possible when target goals are exceeded. Payouts under these programs are based on the results achieved as compared to the pre-established performance targets, highlighting the clear link between pay and performance that is the cornerstone of our compensation programs. We Pay Competitively. The C&LD Committee structures executive compensation to be competitive with the targets for comparable positions at companies considered to be our peers. We Focus on Long-Term Success. The majority of the NEOs' compensation is delivered through two long-term incentive programs tied to Company performance: PSP and LTIP. NEOs must meet significant share ownership and shareholding requirements. The CEO must own shares of Company stock and/or RSUs valued at a minimum of eight times salary. All other NEOs must own stock valued at four times salary. 3 The Procter & Gamble Company Table of Contents PROXY SUMMARY CEO Comp

SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING (SEE PAGES 87-89)

ITEM 4. SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING (SEE PAGES 87-89) You are being asked to vote on the shareholder proposal included in this proxy statement. The Board has provided its response immediately following the proposal and recommends a vote AGAINST the proposal for the reasons indicated in the response. The Board of Directors recommends a vote AGAINST this shareholder proposal. 2024 Proxy Statement 4 Table of Contents PROXY SUMMARY Board Oversight and Engagement: Environmental Sustainability, Social Responsibility, and Good Governance P&G's strategy aims to deliver balanced, long-term growth and value creation for our shareholders. Consistent with—not separate from—this objective, we integrate environmental sustainability and social responsibility efforts into our operations and our strategy, supported by sound governance policies and practices. We take this approach because we view success across these core ESG areas as an opportunity to create competitive advantage that can further enhance shareholder value. In this way, we better serve our shareholders and our many stakeholders: consumers, employees, business partners, suppliers, communities, governments, and the broader world around us. As discussed further in this proxy statement, our Board oversees this work consistent with its oversight of our other key business opportunities and risks. The Board and its Committees actively engage in discussion and review of our environmental sustainability and social responsibility efforts as part of their critical governance oversight role. Because these topics are integrated into the Company's business and operations—and are not a separate activity system or standalone initiatives—these topics frequently arise in the context of other reviews. For example, as the full Board has discussed the Company's Supply Chain 3.0 program with our Chief Operating Officer and Chief Product Supply Officer, it has considered how that program impact

| ELECTION OF DIRECTORS

ITEM 1| ELECTION OF DIRECTORS ITEM1. Election of Directors Our Board of Directors has general oversight responsibility for the Company's affairs pursuant to Ohio's General Corporation Law and the Company's Amended Articles of Incorporation, Code of Regulations, and By Laws of the Board of Directors. In exercising its fiduciary duties, the Board represents and acts on behalf of the Company's shareholders and is committed to strong corporate governance, as reflected through its policies and practices. The Board is deeply involved in the Company's strategic planning process, leadership development, succession planning, and oversight of risk management. Our Board of Directors nominated the 14 individuals listed on pages 7-17 for election at the 2024 annual meeting. All of the Director nominees currently serve on the Board, and all except Ms. McEvoy were elected for a one-year term at the 2023 annual meeting. The current terms of the incumbent nominees for Director will expire at the 2024 annual meeting when their successors are elected, and the Board has nominated each of these individuals for a one-year term that will expire at the 2025 annual meeting when their successors are elected. Each of the Director nominees identified in this proxy statement has consented to being named as a nominee in our proxy materials and has accepted the nomination and agreed to serve as a Director if elected by the Company's shareholders. If any nominee becomes unable or unwilling to serve between the date of the proxy statement and the annual meeting, the Board may designate a new nominee, and the persons named as proxies will vote on that substitute nominee. Director Skills, Qualifications, and Diversity P&G is a diverse consumer products company that operates in a dynamic, complex, and competitive environment in markets around the globe. Our Directors must consistently bring to bear the practical wisdom and seasoned judgment gained from significant leadership experience,

| ELECTION OF DIRECTORS

ITEM 1| ELECTION OF DIRECTORS The G&PR Committee oversees our Director nomination process and devotes substantial time, in conjunction with the Board, to evaluating the Board's needs and assessing potential candidates for both the short term and for longer-term Board refreshment. The G&PR Committee also ascertains whether the Director nominees (including any properly submitted shareholder nominees) fulfill the requirements of the Corporate Governance Guidelines. For this year's election, the Board has nominated 14 individuals to the Board. Their collective experience covers a wide range of geographies and industries. These 14 Director nominees range in age from 47 to 72. Six of these nominees, or 43%, are women, and 36% are racially/ethnically diverse. Further, their tenure reflects a range of both experienced and new Directors, with average tenure of less

View on Read The Filing