DEF 14A of Ecolab Inc., Mar 15, 2024

DEF 14A of Ecolab Inc.

Filed Mar 15, 2024 · FY20230001104659-24-035047

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The Board of Directors is asking you to elect 12 director nominees. The table below provides summary information about the nominees. A nominee will only be elected if the number of votes cast for the nominee’s election is greater than the number of votes cast against the nominee. For more information, see page 88.

  2. DIRECTOR NOMINEES

    | NAME | | | PRINCIPAL OCCUPATION | AGE | DIRECTOR SINCE | INDEPENDENT | OTHER PUBLIC COMPANY BOARDS | | | Judson B. Althoff | | Executive Vice President & Chief Commercial Officer, Microsoft Corporation | 51 | 2024 | | 0 | | | Shari L. Ballard | | CEO, Minnesota United FC | 57 | 2018 | | 0 | | | Christophe Beck | | Chairman and CEO, Ecolab Inc. | 56 | 2020 | | 0 | | | Eric M. Green | | Chairman, President, and CEO, West Pharmaceutical Services, Inc. | 54 | 2022 | | 1 | | | Arthur J. Higgins | | Operating Advisor, Abu Dhabi Investment Authority | 68 | 2010 | | 1 | | | Michael Larson | | Chief Investment Officer to William H. Gates III | 64 | 2012 | | 3 | | | David W. MacLennan | | Former Chairman and CEO, Cargill, Incorporated | 64 | 2015 | | 1 | | | Tracy B. McKibben | | Founder and CEO, MAC Energy Advisors LLC | 54 | 2015 | | 1 | | | Lionel L. Nowell III | | Former Senior Vice President and Treasurer, PepsiCo, Inc. | 69 | 2018 | | 2 | | | Victoria J. Reich | | Former Senior Vice President and CFO, Essendant Inc. | 66 | 2009 | | 2 | | | Suzanne M. Vautrinot | | President, Kilovolt Consulting, Inc.; retired Major General of the U.S. Air Force | 64 | 2014 | | 3 | | | John J. Zillmer | | CEO and Director, Aramark | 68 | 2006 | | 2 |

  3. DIRECTOR NOMINEES

    | | Chairman of the Board of Directors | | Lead Independent Director |

  4. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The Governance Committee of our Board of Directors has nominated the 12 persons named on the following pages for election at the 2024 Annual Meeting. If elected, the nominees will hold office as directors from election until the next Annual Meeting of Stockholders or until their successors are elected and qualified or until their death, resignation or removal. All of the nominees are currently Company directors who were elected by stockholders at the 2023 Annual Meeting, except for Mr. Althoff, who was elected to the Board effective February 22, 2024, and was initially referred by a non-management director, recommended by the Governance Committee and interviewed by the independent members of the Board. We would like to thank our valued colleague, Barbara J. Beck, who is not standing for re-election, for her service on the Board, including in her roles as Chair of the Compensation & Human Capital Management Committee and past Chair of the Governance Committee.

  5. DIRECTOR SELECTION PROCESS

    DIRECTOR SELECTION PROCESS Our Governance Committee leads all efforts related to Board refreshment. Each year, our Governance Committee reviews its Board membership qualifications and assesses the composition of the Board against these criteria, with a focus towards ensuring that the Board includes directors who possess the necessary backgrounds, experiences, and knowledge, offer a range of perspectives, and demonstrate independent judgment. The Committee also will consider possible conflicts of interest, and any other factors it determines appropriate to meeting the needs of the Board at that particular time. Accordingly, and as set forth in the Governance Committee charter, the Governance Committee will identify, evaluate and nominate candidates for election or reelection to the Board who possess the following qualifications: ▪ the highest standards of personal and professional integrity ▪ the ability and judgment to serve the long-term interest of our stockholders ▪ background, experience and expertise relevant to our business and that will contribute to the overall effectiveness and diversity of the Board, including diversity of race, ethnicity, gender and sexual orientation ▪ broad business and social perspective ▪ demonstrated independence of thought and judgment ▪ the ability to communicate openly with other directors and to meaningfully participate in the Board’s decision-making process ▪ commitment to serve on the Board for a period of time that ensures continuity and sufficient time to develop knowledge about our business ▪ willingness to devote appropriate time and effort to fulfilling the duties and responsibilities of a Board member ▪ the ability and willingness to objectively appraise the performance of management ▪ Any other factors the Committee deems appropriate to meeting the needs of the Board at that particular time Under our Corporate Governance Principles, the preferable size of the Board is between 11 and 15 members, in order to facilitate effective discussion and decision-making, adequate staffing of Board Committees, and a desired mix of diversified experience and background. Our Board of Directors currently consists of 13 members. Effective as of the Annual Meeting, the size of our Board of Directors will be reduced to 12 members.

  6. DIRECTOR SELECTION PROCESS

    | DIRECTOR RECRUITMENT PROCESS | | | | | | | | | | | | | | Board composition is continuously analyzed to ensure alignment with strategy | Candidate recommendations are identified with input from directors, management, and other stakeholders | The Governance Committee screens qualifications, considers diversity and skills, interviews potential candidates, and selects nominees | Board of Directors evaluates candidates, reviews conflicts and independence, interviews recommended candidates, and selects nominees | Shareholders vote on nominees at our Annual Meeting of Stockholders | Implementation: 4 of our current independent directors elected to the Board within the last 5 years — each bringing a fresh perspective and unique skill set |

  7. DIRECTOR NOMINEE EXPERIENCE AND QUALIFICATIONS

    DIRECTOR NOMINEE EXPERIENCE AND QUALIFICATIONS The Board of Directors and the Governance Committee believes our director nominees possess the broad and diverse skills, experience, and background required to oversee management of our large and complex global business and to carry out their responsibilities as directors. The following chart provides a snapshot of the attributes, diversity, and skills of our director nominees and our Board as a whole. These experiences and qualifications are the same attributes the Board considers as part of its succession planning and are aligned with our long-term business strategies.

  8. DIRECTOR NOMINEE EXPERIENCE AND QUALIFICATIONS

    | Director Experience, Expertise, and Skills |

  9. DIRECTOR NOMINEE EXPERIENCE AND QUALIFICATIONS

    Our Board believes these experiences, expertise, and skills contribute to effective oversight of our strategy and operations.

  10. DIRECTOR NOMINEE EXPERIENCE AND QUALIFICATIONS

    | DIRECTOR EXPERIENCE, EXPERTISE, AND SKILLS | | IMPORTANCE TO ECOLAB | | | CEO experience | CEO experience provides proven experience driving change and growth, managing risk, and setting and executing corporate strategy. | | | Industry experience | This experience offers valuable insight into the competitive market, technology, and operations of our largest businesses, including the Industrial business, Institutional & Specialty Services business, and Health Care & Life Sciences business. | | | Global business operations | With 47% of sales and 29,374 employees outside the U.S., knowledge of global business operations is critical to assessing our business risks and opportunities. | | | Science / innovation | Experience solving problems as an engineer or scientist offers insights into technical innovations driving our corporate growth. | | | Accounting / financial expertise | The Board aims to have several members who qualify as financial experts to oversee management’s preparation of financial statements and internal accounting controls. | | | Human capital management | The Board values experience relevant to understanding our global employee population and related risks, as well as executive compensation expertise. | | | Water / energy | As a sustainably minded company, this expertise offers important insight into our strategic and operational goals to drive growth and higher returns. | | | Digital / cybersecurity | Expertise in digital and cybersecurity fields supports oversight of our digital product offerings, as well as effective monitoring of cybersecurity, privacy and similar risks. | | | Supply chain and manufacturing | Supply chain experience offers insight about efficient operations, capital needs, and production strategies and perspective on our safety and sustainability initiatives. | | | Public company corporate governance | Experience on one or more other public company boards offers additional perspective on key governance and risk issues facing large corporations. | | | M&A | Experience with mergers, acquisitions, and divestitures offers insight into the strategic, operational, and financial impact of these transactions. |

  11. DIRECTOR NOMINEE EXPERIENCE AND QUALIFICATIONS

    The following matrix highlights the mix of key skills and expertise, that among other factors, led the Board and the Governance Committee to recommend these nominees for election to the Board. The matrix is intended to depict notable areas of focus for each director nominee. The absence of a mark does not mean that a particular director does not possess that qualification or skill.

  12. DIRECTOR NOMINEE EXPERIENCE AND QUALIFICATIONS

    | | | DIRECTORS | | | | | | | | | | | | | DIRECTOR EXPERIENCE, EXPERTISE, AND SKILLS | | ALTHOFF | BALLARD | BECK | GREEN | HIGGINS | LARSON | MACLENNAN | MCKIBBEN | NOWELL | REICH | VAUTRINOT | ZILLMER | | | CEO experience | | | | | | | | | | | | | | | Industry experience | | | | | | | | | | | | | | | Global business operations | | | | | | | | | | | | | | | Science / innovation | | | | | | | | | | | | | | | Accounting / financial expertise | | | | | | | | | | | | | | | Human capital management | | | | | | | | | | | | | | | Water / energy | | | | | | | | | | | | | | | Digital / cybersecurity | | | | | | | | | | | | | | | Supply chain and manufacturing | | | | | | | | | | | | | | | Public company corporate governance | | | | | | | | | | | | | | | M&A | | | | | | | | | | | | | | DIVERSITY ATTRIBUTES | | | | | | | | | | | | | | | | Gender diversity (women) | | | | | | | | | | | | | | | Race / ethnicity (person of color) | | | | | | | | | | | | | | | LGBTQ+ | | | | | | | | | | | | | | | Military / veteran | | | | | | | | | | | | |

  13. DIRECTOR NOMINEE EXPERIENCE AND QUALIFICATIONS

    Our Board selected these 12 director nominees based on their diverse set of backgrounds, skills, and experiences, which align with our business strategy and contribute to the effective oversight of Ecolab. In nominating Mr. Zillmer, the Board has once again evaluated Mr. Zillmer’s continued service as the Non-Executive Chairman of CSX Corporation and his current role as CEO and board member of Aramark. Our Board recognizes that certain proxy advisors and stockholders have raised questions about the public company commitments for Mr. Zillmer. Mr. Zillmer has been highly engaged since joining our Board in 2006 and in 2023 attended 100% of the Board meetings and 100% of meetings of committees on which he serves. Mr. Zillmer is a fully active participant in our Board meetings and deliberations, is readily available for consultation with other independent directors, is a recognized leader among the Board for his responsiveness in between meetings, and serves an important role in the strong, independent oversight of management. Mr. Zillmer’s deep knowledge of the Company’s Institutional business, significant public company board experience and his proven leadership as CEO of three different companies over the course of his career are all highly valued by Ecolab and its Board of Directors. Our Board strongly believes that Mr. Zillmer has demonstrated, and will continue to demonstrate, his ability to devote the sufficient time and capacity needed to carry out his obligations as a Board member for Ecolab including in his role as a member of the Compensation & Human Capital Management and Finance Committees. After thorough consideration and assessment of Mr. Zillmer’s ongoing performance as an Ecolab Board member including Board evaluations submitted by each independent director, the Board unanimously recommends the re-election of Mr. Zillmer at the Annual Meeting. The Board considered that Ms. Beck was not standing for re-election at the Annual Meeting and determined to approve changes to certain Committees to balance the membership and expertise on such Committees following her departure. The Board determined that following the Annual Meeting, (i) Ms. McKibben will be appointed a member of the Compensation & Human Capital Management Committee and the Governance Committee and will no longer sit on the Audit and Finance Committees; (ii) Mr. MacLennan will be appointed to the Compensation & Human Capital Management Committee and will no longer sit on the Audit Committee, and (iii) Mr. Green will be Chair of the Compensation & Human Capital Management Committee. The Board of Directors has no reason to believe that any of the named nominees is not available or will not serve if elected. If, for any reason, any nominee becomes unavailable for election prior to our Annual Meeting, the proxies solicited by our Board of Directors will be voted for such substituted nominee as is selected by our Board of Directors, or our Board of Directors, at its option, may reduce the number of directors constituting the entire Board.

  14. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS These are the Board’s nominees for the Board of Directors, as recommended by the Governance Committee:

  15. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | JUDSON B. ALTHOFF | | | | | Committee Membership ▪ Audit ▪ Finance Age 51 Director since 2024 Independent | | Reasons for Nomination Mr. Althoff leads a large, global commercial workforce at one of the world’s preeminent technology and digital innovation companies. Mr. Althoff has demonstrated success managing complex commercial, financial and sales operations across a global business. The Board benefits from his deep knowledge of artificial intelligence, cloud computing and the global technology ecosystem. Mr. Althoff’s experience growing commercial sales at scale through customer-focused innovations provides an important perspective for Ecolab’s growth strategy. His high-tech expertise contributes to the Board’s oversight of the strategy and risks associated with Ecolab’s technology investments and digital capabilities. | Career Highlights Microsoft Corporation, a technology company ▪ EVP & Chief Commercial Officer (2020-present) ▪ EVP Worldwide Commercial Business (2016-2020) ▪ President, Microsoft North America (2013-2016) Oracle Corporation ▪ SVP Worldwide Alliances & Channels Embedded Sales (2009-2012) Education ▪ MS, Mechanical Engineering, Illinois Institute of Technology Other Directorships — Current ▪ None Other Directorships — Past 5 Years ▪ None | | Key Skills | | | | | | Industry experience | | | | | Global business operations | | | | | Science / innovation | | | | | Human capital management | | | | | Digital / cybersecurity | | |

  16. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | SHARI L. BALLARD | | | | | Committee Membership ▪ Audit ▪ Safety, Health & Environment Age 57 Director since 2018 Independent | | Reasons for Nomination Ms. Ballard is a seasoned executive with deep brand-building expertise, whose background enables her to contribute significant strategic insight into growing Ecolab’s businesses and developing talent. Ms. Ballard has extensive experience growing large, geographically dispersed businesses through her focus on deep customer relationships and talent management. As a current CEO, she has demonstrated business strategy execution, a strong track record of success in brand management and the ability to transform businesses. Ms. Ballard also provides the Board with expertise in e-commerce, as well as extensive talent management experience at large scale, international organizations. In addition to her corporate functional experience in human resources, call centers, and real estate, she has held several international roles, which included responsibility for transformation efforts in Canada, China, Europe, and Mexico. | Career Highlights Minnesota United FC, the professional soccer team of Minnesota ▪ Chief Executive Officer (2021-present) Best Buy Co., Inc., a consumer electronics retail company ▪ Advisor (2018-2019) ▪ Senior Executive Vice President and President, Multi-Channel Retail, with responsibility for all U.S. Best Buy stores, ▪ e-commerce, customer call centers, Best Buy Mexico and real estate strategy (2017-2018) ▪ President, U.S. Retail (2014-2017) ▪ Chief Human Resources Officer (2013-2016) ▪ President — Americas, with responsibility for business in the U.S. and Mexico (2010-2012) ▪ President — International, with responsibility for business in Canada, China, Europe, and Mexico (2002-2014) Education ▪ BA, University of Michigan-Flint Other Directorships — Current ▪ None Other Directorships — Past 5 Years ▪ None | | Key Skills | | | | | | CEO experience | | | | | Human capital management | | | | | Digital / cybersecurity | | | | | Public company corporate governance | | | | | M&A | | |

  17. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | CHRISTOPHE BECK | | | | | Committee Membership ▪ Safety, Health & Environment Age 56 Director since 2020 Not Independent | Chairman and CEO | | Reasons for Nomination Mr. Beck has deep and direct knowledge of Ecolab’s businesses and operations, including its mission to deliver on its growth, performance and sustainability programs. Mr. Beck has 30 years of global marketing, sales, and management experience in Europe, Asia, and North America, including 17 years at Ecolab where he held leadership roles within the Industrial, Nalco Water, International and Institutional businesses, and oversaw the integration of the Nalco acquisition. In addition, his experience at Nestlé included senior leadership positions where he ran several of the company’s major businesses. Mr. Beck’s strong scientific and technological background and deep understanding of Ecolab’s products and innovations provides a perspective that is valued by the Board in setting growth and sustainable profitable growth strategies. | Career Highlights Ecolab Inc. ▪ Chairman and Chief Executive Officer (2022-present) ▪ Chairman, Chief Executive Officer and President (2022) ▪ Chief Executive Officer (2021-2022) ▪ President and Chief Operating Officer (2019-2020) ▪ Served in several senior leadership roles within the Industrial, Nalco Water, International, and Institutional operations (2007-2019) Nestlé ▪ Served as a senior executive for 16 years European Space Agency ▪ Worked on the European space shuttle project HERMES Industry Recognition ▪ Nominated as a Young Global Leader of the World Economic Forum in 2006, for his accomplishments and commitment to shape a better world Education ▪ MS, Mechanical Engineering & Aerodynamics, École polytechnique fédérale de Lausanne Other Directorships — Current ▪ None Other Directorships — Past 5 Years ▪ None | | Key Skills | | | | | | CEO experience | | | | | Global business operations | | | | | Science / innovation | | | | | Water / energy | | | | | Digital / cybersecurity | | |

  18. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | ERIC M. GREEN | | | | | Committee Membership ▪ Compensation & Human Capital Management ▪ Governance Age 54 Director since 2022 Independent | | Reasons for Nomination Mr. Green offers the Board global operational experience and extensive knowledge of the healthcare and life sciences industries. With nearly 30 years of experience leading global pharma services and life science companies, Mr. Green has a deep understanding of business operations in these industries. His knowledge contributes to the Board’s oversight of risk in the highly regulated life sciences business and also offers insight into the business’ strategic opportunities. His perspective on compensation and talent management in a technical and competitive market also contributes to the Board’s oversight of Ecolab’s talent management and succession planning. Mr. Green also provides relevant knowledge and insight into business practices within a global manufacturing and distribution environment. | Career Highlights West Pharmaceutical Services, Inc., a manufacturer of packaging components and delivery systems for injectable drugs and healthcare products ▪ Chairman (2022-present) ▪ President and Chief Executive Officer (2015-present) Sigma-Aldrich Corporation ▪ Executive Vice President and President for the Research Markets business unit (2013-2015) ▪ Served in multiple regional, commercial, and operational leadership roles around the world during a 20-year career Education ▪ Bachelor’s degree in chemistry from Bethel University in St. Paul, Minnesota ▪ Master of Business Administration from the Olin Business School-Washington University in St. Louis, Missouri Other Directorships — Current ▪ West Pharmaceutical Services, Inc. (2015-present) Other Directorships — Past 5 Years ▪ None | | Key Skills | | | | | | CEO experience | | | | | Industry experience | | | | | Global business operations | | | | | Human capital management | | | | | Supply chain and manufacturing | | |

  19. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | ARTHUR J. HIGGINS | | | | | Committee Membership ▪ Compensation & Human Capital Management ▪ Safety, Health & Environment Age 68 Director since 2010 Independent | | Reasons for Nomination Mr. Higgins brings to the Board extensive leadership experience and enterprise risk management in the healthcare and life sciences industries. Through leadership positions with large life sciences developers and manufacturers in both the United States and Europe, Mr. Higgins has gained deep knowledge of the life sciences and healthcare businesses and the strategies for developing and marketing products in these highly regulated industries. This background allows him to provide valuable insight to Ecolab’s life sciences business, including quality and operating risk management, and expertise related to complex chemical manufacturing environments. In addition, his global perspective from years of operating global businesses and his background in working with high growth companies informs Ecolab’s ambitions for sustainable growth. | Career Highlights Abu Dhabi Investment Authority (“ADIA”), a sovereign globally-diversified wealth fund of the Government of the Emirate of Abu Dhabi ▪ Operating Advisor (2021-present) The Blackstone Group, an investment management company ▪ Consultant to Blackstone Healthcare Partners (2010-2021) Assertio Holdings, Inc., successor issuer to Assertio Therapeutics, Inc. ▪ Non-Executive Chairman (2020-2020) Assertio Therapeutics, Inc., a pharmaceutical company ▪ President, Chief Executive Officer and member of the Board of Directors (2017-2020) Bayer HealthCare AG ▪ Chairman of the Board of Management (2006-2010) ▪ Chairman of the Bayer HealthCare Executive Committee (2004-2010) Enzon Pharmaceuticals, Inc. ▪ Chairman, President and Chief Executive Officer (2001-2004) Abbott Laboratories ▪ Spent 14 years, most recently as President of the Pharmaceutical Products Division (1998-2001) Education ▪ BS, Biochemistry, Strathclyde University, Scotland Other Directorships — Current ▪ Zimmer Biomet Holdings, Inc. (2007-present) Other Directorships — Past 5 Years ▪ Assertio Holdings, Inc. (2017-2020) | | Key Skills | | | | | | CEO experience | | | | | Industry experience | | | | | Global business operations | | | | | Human capital management | | | | | M&A | | |

  20. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | MICHAEL LARSON | | | | | Committee Membership ▪ Finance (Chair) ▪ Safety, Health & Environment Age 64 Director since 2012 Independent | | Reasons for Nomination Mr. Larson has deep investment expertise and broad understanding of the capital markets, business cycles and capital efficiency, and allocation practices. As a professional investor and as the chief investment officer of Ecolab’s largest stockholder, Mr. Larson provides the Board with a long-term stockholder perspective and more than three decades of investment acumen. Together with his years of service as a public company board member, Mr. Larson’s experience as a long-term investor in several multi-national industrial companies has given him deep corporate governance expertise and a well-informed view on the unique strategic issues faced by companies such as Ecolab. His background offers the Board important insights into capital allocation, Ecolab’s financial risks and opportunities, the financial issues facing large industrial corporations. Throughout his career, Mr. Larson has gained extensive experience related to advancing corporate sustainability and employee safety initiatives. | Career Highlights Cascade Investment, L.L.C., the investment office for William H. Gates III, and the Bill & Melinda Gates Foundation Trust ▪ Chief Investment Officer, responsible for Mr. Gates’ non-Microsoft investments, as well as the investment assets of the Bill & Melinda Gates Foundation Trust (1994-present) Education ▪ BA, Economics, Claremont McKenna College ▪ MBA, University of Chicago Other Directorships — Current ▪ Fomento Económico Mexicano, S.A.B. de C.V. (2011-present) ▪ Republic Services, Inc. (2009-present) ▪ Member and Trustee of several Western Asset Management closed-end and mutual funds (2004-present) Other Directorships — Past 5 Years ▪ None | | Key Skills | | | | | | Industry experience | | | | | Accounting / financial expertise | | | | | Human capital management | | | | | Public company corporate governance | | | | | M&A | | |

  21. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | DAVID W. MACLENNAN | | | | | Committee Membership ▪ Audit ▪ Governance (Chair) Age 64 Director since 2015 Independent | Lead Independent Director | | Reasons for Nomination Mr. MacLennan’s experience in various top leadership positions at Cargill, one of the world’s largest multinational companies, enables him to contribute invaluable strategic insights, exercise strong risk and financial management skills, and provide significant strategic planning insights to the Board. His background guiding a large, complex, global organization in the role of CEO and Chairman of the board at Cargill, as well as his service as a director on the Caterpillar board, provides a wealth of corporate governance expertise relevant to his role as the Lead Independent Director and Chair of the Governance Committee. In addition, his deep knowledge of the food production industry is valuable to the Board in assessing strategic business opportunities and addressing global supply chain risks. | Career Highlights Cargill, Incorporated, a privately held company and world-leading producer and marketer of food, agricultural, financial, and industrial products and services ▪ Executive Chair of the Board (2023) ▪ Chairman of the Board (2015-2022) ▪ Chief Executive Officer (2013-2022) ▪ Chief Operating Officer (2011-2013) ▪ Chief Financial Officer (2008-2011) ▪ President, Cargill Energy (2002-2008) ▪ Served in the Financial Markets Division in the Minneapolis and London offices (1991-2000) USBancorp Piper Jaffray ▪ President of Fixed Income Capital Markets, based in Minneapolis (2000-2002) Chicago Board of Trade and Board of Options Exchange ▪ Member, in the futures and securities sector in Chicago Education ▪ BA. English, Amherst College ▪ MBA, Finance, University of Chicago Other Directorships — Current ▪ Caterpillar (2021-present) Other Directorships — Past 5 Years ▪ None | | Key Skills | | | | | | CEO experience | | | | | Industry experience | | | | | Global business operations | | | | | Accounting / financial expertise | | | | | Supply chain and manufacturing | | |

  22. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | TRACY B. MCKIBBEN | | | | | Committee Membership ▪ Audit ▪ Finance Age 54 Director since 2015 Independent | | Reasons for Nomination Ms. McKibben is an international energy and environmental technology expert with a focus on the areas of alternative and renewable energy, green technology, water, infrastructure, and sustainability management. Ms. McKibben’s considerable strategic and financial experience advising energy companies and multinational corporations on strategic investments, M&A, and energy policy helps the Board set Ecolab’s financial strategy and provide financial oversight. She also offers her insight into driving financial performance through successful human capital and compensation strategies. Ms. McKibben also has gained extensive public sector and international experience working at the U.S. Department of Commerce and within the National Security Council at The White House where she advised the President of the United States, Cabinet Secretaries and other senior officials on various matters. This experience provides the Board with insights to address the challenges associated with Ecolab’s global business operations. | Career Highlights MAC Energy Advisors LLC, an investment and consulting company that provides integrated energy solutions to help clients with investments and strategic opportunities around a global platform ▪ Founder and Chief Executive Officer (2010-present) Citigroup Global Markets ▪ Managing Director and Head of Environmental Banking Strategy (2007-2009) National Security Council at the White House ▪ Director of European Economic Affairs and EU Relations and Acting Senior Director for European Affairs (2003-2007) U.S. Department of Commerce ▪ Served in various senior advisory roles (2001-2003) Education ▪ BA, Political Science, West Virginia State University ▪ JD, Harvard Law School Other Directorships — Current ▪ Huntington Ingalls Industries, Inc. (2018-present) Other Directorships — Past 5 Years ▪ Fast Radius, Inc., formerly ECP Environmental Growth Opportunities Corp. (2021-2022) | | Key Skills | | | | | | Global business operations | | | | | Science / innovation | | | | | Accounting / financial expertise | | | | | Water / energy | | | | | M&A | | |

  23. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | LIONEL L. NOWELL III | | | | | Committee Membership ▪ Audit (Chair) ▪ Finance Age 69 Director since 2018 Independent | | Reasons for Nomination Mr. Nowell is a highly experienced board member, with extensive financial expertise. Mr. Nowell provides the Board with operational and financial management acumen gathered from more than 30 years in the consumer products industry, including his service as the Senior Vice President and Treasurer of a multi-national food and beverage company. His technical expertise spans the topics of corporate finance, credit and treasury, financial analysis and reporting, accounting and controls, capital markets, acquisitions / divestitures, and international business operations. Mr. Nowell contributes to the Board strong leadership skills gained over the course of his career. His experience over the years on various public company boards contributes strong governance skills and extensive knowledge in the areas of financial controls, strategy development and execution, and risk management. | Career Highlights PepsiCo, Inc., a food and beverage company ▪ Senior Vice President and Treasurer (2001-2009) ▪ Executive Vice President and Chief Financial Officer, The Pepsi Bottling Group (2000-2001) ▪ Senior Vice President and Controller (1999-2000) RJR Nabisco, Inc. ▪ Senior Vice President, Strategy and Business Development (1998-1999) Diageo plc ▪ Held various senior financial roles at the Pillsbury division, including Chief Financial Officer of its Pillsbury North America, Pillsbury Foodservice, and Häagen-Dazs divisions (1991-1998) Education ▪ BSBA, Finance/Accounting, The Ohio State University Other Directorships — Current ▪ Bank of America Corporation (2013-present) ▪ Textron Inc. (2020-present) Other Directorships — Past 5 Years ▪ American Electric Power Company (2004-2020) | | Key Skills | | | | | | Global business operations | | | | | Accounting / financial expertise | | | | | Water / energy | | | | | Public company corporate governance | | | | | M&A | | |

  24. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | VICTORIA J. REICH | | | | | Committee Membership ▪ Audit ▪ Governance Age 66 Director since 2009 Independent | | Reasons for Nomination With her extensive financial management background combined with her global operating experience, Ms. Reich helps inform Ecolab’s strategic vision, while providing sound financial discipline and risk management expertise. Ms. Reich’s financial and accounting expertise provides valuable insights to the Board regarding the Company’s financial operations. Her experience on other public company boards offers a broad perspective on financial and governance matters relevant to public companies and deepens her expertise in these areas. Ms. Reich’s executive role at Essendant also provided her with knowledge of the institutional markets, one of our largest end-markets. | Career Highlights Essendant Inc. (formerly United Stationers Inc.) ▪ Senior Vice President and Chief Financial Officer (2007-2011) Brunswick Corporation ▪ President — Brunswick European Group (2003-2006) ▪ Senior Vice President and Chief Financial Officer (2000-2003) ▪ Vice President and Controller (1996-2000) General Electric Company ▪ Held various senior financial management positions (1979-1996) Education ▪ ScB, Applied Mathematics — Economics, Brown University Other Directorships — Current ▪ Ingredion Incorporated (2013-present) ▪ H&R Block, Inc. (2011-present) Other Directorships — Past 5 Years ▪ None | | Key Skills | | | | | | Industry experience | | | | | Global business operations | | | | | Accounting / financial expertise | | | | | Public company / corporate governance | | | | | M&A | | |

  25. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | SUZANNE M. VAUTRINOT | | | | | Committee Membership ▪ Audit ▪ Safety, Health & Environment (Chair) Age 64 Director since 2014 Independent | | Reasons for Nomination Major General Vautrinot brings a unique perspective to the Board with her 31-year military career. Having led large and complex organizations, she provides insights into the operational challenges facing large global organizations. As an expert in cybersecurity, she contributes to the Board’s oversight of risk in this area. In addition, General Vautrinot has significant experience in strategic planning, organizational design, and change management, which allows her to provide advice and insight to Ecolab as its business grows and develops. This focus is also relevant to her role as Chair of the Safety, Health & Environment Committee, which provides oversight and strategy for many of Ecolab’s global safety and sustainability programs, which impact all aspects of the global business. Her experience on the corporate boards of multiple public companies also enhances her contributions in the areas of governance, strategy and risk, and opportunity assessment. | Career Highlights Kilovolt Consulting, Inc., a cyber security consulting firm ▪ President (2013-present) U.S. Air Force ▪ Retired Major General, Air Force (2013) ▪ Commander, 24th Air Force and Commander, Air Forces Cyber, responsible for cyber defense operations (2011-2013) ▪ Director of Plans and Policy, U.S. Cyber Command, Special Assistant to the Vice Chief of Staff — U.S. Air Force (2010-2011) Commander USAF Recruiting Service (2006-2008) ▪ Assignments included space and cyber operations, plans and policy and strategic security ▪ Served on the Joint Staff, the staffs at major command headquarters, and Air Force headquarters ▪ Selected by military leaders and White House officials to spearhead high-profile engagements on multiple occasions Education ▪ BS, U.S. Air Force Academy ▪ MS, University of Southern California ▪ National Security Fellow, John F. Kennedy School of Government, Harvard University Other Directorships — Current ▪ CSX Corporation (2019-present) ▪ Wells Fargo & Company (2015-present) ▪ Parsons Corporation (2014-present) Other Directorships — Past 5 Years ▪ Gen Digital, Inc., formerly Symantec Corporation (2013-2019) | | Key Skills | | | | | | Science / innovation | | | | | Human capital management | | | | | Water / energy | | | | | Digital / cybersecurity | | | | | Public company corporate governance | | |

  26. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | JOHN J. ZILLMER | | | | | Committee Membership ▪ Compensation & Human Capital Management ▪ Finance Age 68 Director since 2006 Independent | | Reasons for Nomination Mr. Zillmer has long and proven leadership and operational experience in one of Ecolab’s largest markets. Mr. Zillmer has extensive experience leading companies as a seasoned CEO and director, bringing to the Board his wealth of experience in setting and executing on corporate strategy and overseeing risk. He has served as CEO of three different global companies, providing a varied and deep perspective on executive management of global organizations. Mr. Zillmer has significant operational knowledge of industries key to Ecolab’s business operations, including the chemicals manufacturing industry, food service industry, and global hygiene industry. He has proven capabilities for leading companies with large workforces and managing talent. His current and past roles on the boards of CSX, Veritiv, Performance Food Group, Reynolds American, Univar, and Allied Waste have provided him with significant public company board governance skills and broad leadership perspective. | Career Highlights Aramark, a global provider of food, facilities management, and uniform services ▪ Chief Executive Officer (October 2019-present) ▪ Held various senior executive positions, ultimately becoming President of Global Food and Support Services (1986-2005) Univar Inc. ▪ Executive Chairman (2012) ▪ President and Chief Executive Officer (2009-2012) Allied Waste Industries ▪ Chairman and Chief Executive Officer (2005-2008, when it merged with Republic Services, Inc.) Education ▪ MBA, Northwestern University’s Kellogg School of Management Other Directorships — Current ▪ Aramark (2019-present) ▪ CSX Corporation (2017-present) Other Directorships — Past 5 Years ▪ Veritiv Corporation (2014-2020) ▪ Performance Food Group Company (2015-2019) | | Key Skills | | | | | | CEO experience | | | | | Industry experience | | | | | Human capital management | | | | | Public company corporate governance | | | | | M&A | | |

  27. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | | The Board of Directors recommends a vote FOR the election of each of the 12 nominees named in this Proxy Statement to a one-year term ending in 2025. Unless a contrary choice is specified, proxies solicited by our Board of Directors will be voted FOR each of the 12 nominees named in this Proxy Statement. |

  28. DIRECTOR COMPENSATION FOR 2023

    DIRECTOR COMPENSATION FOR 2023 During 2023, members of the Board of Directors who are not employees of the Company were entitled to receive the following compensation:

  29. DIRECTOR COMPENSATION FOR 2023

    | ADDITIONAL SUPPLEMENTAL RETAINERS FOR SELECT BOARD SERVICE ($) | | | Lead Director | 35,000 | | Committee Chairs: | | | ▪ Audit Committee | 25,000 | | ▪ Compensation & Human Capital Management Committee | 20,000 | | ▪ Finance Committee | 20,000 | | ▪ Governance Committee | 20,000 | | ▪ Safety, Health & Environment Committee | 20,000 | | ▪ Audit Committee Member | 10,000 |

  30. DIRECTOR COMPENSATION FOR 2023

    The base annual compensation of $300,000 per year, excluding committee retainers, is within the median range of our competitive market, as is the total equity compensation of $180,000 comprising a portion of such base. For director compensation, we define our competitive market as a peer group of 21 companies we use for compensation benchmarking and the median range as within 10% of the median for total annual director compensation. The companies comprising our peer group are the same as the executive compensation peer group and are set forth under the heading “Compensation Benchmarking” found under the Compensation Discussion and Analysis of this Proxy Statement at page 47. All reasonable travel and other expenses incurred by directors on behalf of Ecolab were reimbursed. Equity awards are granted to our non-employee directors under the 2001 Non-Employee Director Stock Option and Deferred Compensation Plan (the “2001 Plan”). Under the 2001 Plan, the aggregate grant date fair value of 2001 Plan awards denominated in shares that may be made to any non-employee director of the Company during any calendar year may not exceed $800,000, excluding such awards made at the election of a director to defer the receipt of cash compensation otherwise payable for services as a director. Director stock option grants are granted on the date of the Annual Meeting of Stockholders and vest in 25% installments three, six, nine and twelve months, respectively, after the grant date. A director appointed after the annual meeting will receive a pro rata grant at the next annual meeting based on the number of days in service. Stock unit awards are credited to a director’s deferred stock unit account in 25% installments on a quarterly basis, are prorated for any director who serves for only part of a quarter, based on the number of days in service, and are paid in shares following cessation of Board service pursuant to the director’s distribution election for deferred stock units in the director’s deferral plan. The 2001 Plan also permits non-employee directors to defer some or all of their cash retainers into accounts that provide for either interest at market rates or an investment in Company stock units, which include the right to dividend equivalents. Upon cessation of Board service, deferred amounts are paid in a lump sum or installments over a maximum of ten years as elected by the director, with payments from the interest-bearing account made in cash and payments from the stock unit account made in shares of our Common Stock.

  31. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table summarizes the compensation that our non-employee directors received during 2023.

  32. DIRECTOR COMPENSATION TABLE

    | NAME | FEES EARNED OR PAID IN CASH(1) ($) | STOCK AWARDS(2) ($) | OPTION AWARDS(3) ($) | TOTAL ($) | | Shari L. Ballard | 126,593 | 125,000 | 58,952 | 310,545 | | Barbara J. Beck | 140,000 | 125,000 | 58,952 | 323,952 | | Jeffrey M. Ettinger(4) | 60,495 | 49,451 | 58,952 | 168,898 | | Eric M. Green(5) | 120,000 | 125,000 | 82,115 | 327,115 | | Arthur J. Higgins | 120,000 | 125,000 | 58,952 | 303,952 | | Michael Larson | 140,000 | 125,000 | 58,952 | 323,952 | | David W. MacLennan | 164,835 | 125,000 | 58,952 | 348,787 | | Tracy B. McKibben | 130,000 | 125,000 | 58,952 | 313,952 | | Lionel L. Nowell III | 139,890 | 125,000 | 58,952 | 323,842 | | Victoria J. Reich | 135,110 | 125,000 | 58,952 | 319,062 | | Suzanne M. Vautrinot | 150,000 | 125,000 | 58,952 | 333,952 | | John J. Zillmer | 126,813 | 125,000 | 58,952 | 310,765 |

  33. DIRECTOR COMPENSATION TABLE

    (1) Represents annual retainer of $120,000 (or a pro rata portion thereof) earned during 2023, plus additional fees paid to the Lead Director, the respective Chairs of Board Committees, and the members of the Audit Committee; includes retainer and fees, if any, deferred at the election of directors pursuant to the 2001 Plan. The dollar amount of retainer and fees deferred by applicable directors during 2023 is as follows: Ms. Ballard, $126,593; Ms. Beck, $140,000; Mr. Green, $120,000; and Mr. Higgins, $120,000. (2) Represents the $125,000 (or a pro rata portion thereof) value credited to a deferred stock unit account in 25% installments on a quarterly basis under the 2001 Plan during 2023 by the Company and is the full grant date fair value of each stock unit award under FASB ASC Topic 718. The aggregate number of stock units held by each non-employee director is set forth under footnote (3) to the “Executive Officers and Directors” table in the Security Ownership section on page 35. (3) Represents the full grant date fair value of each stock option grant, computed in accordance with FASB ASC Topic 718. The value has been determined by application of the lattice (binomial)-pricing model, based upon the terms of the option grants. Director stock options granted in May 2023 have a ten-year contractual exercise term and vest 25% at the end of each three-month period following the date of grant. Key assumptions include the following risk-free rate of return, expected life of the option, expected stock price volatility, and expected dividend yield:

  34. DIRECTOR COMPENSATION TABLE

    | GRANT DATE | RISK FREE RATE | EXPECTED LIFE | EXPECTED VOLATILITY | EXPECTED DIVIDEND YIELD | | 05/04/2023 | 3.28% | 6.10 years | 22.33% | 1.23% |

  35. DIRECTOR COMPENSATION TABLE

    As of December 31, 2023, none of the directors held any unvested stock units and the aggregate number of stock options held by each director named in the table above is as follows:

  36. DIRECTOR COMPENSATION TABLE

    | NAME | AGGREGATE NUMBER OF STOCK OPTIONS HELD | | Ms. Ballard | 7,182 | | Mr. MacLennan | 13,765 | | Ms. Beck | 10,465 | | Ms. McKibben | 15,365 | | Mr. Ettinger | 13,555 | | Mr. Nowell | 7,182 |

  37. DIRECTOR COMPENSATION TABLE

    | NAME | AGGREGATE NUMBER OF STOCK OPTIONS HELD | | Mr. Green | 1,964 | | Ms. Reich | 14,965 | | Mr. Higgins | 14,965 | | Ms. Vautrinot | 17,865 | | Mr. Larson | 17,365 | | Mr. Zillmer | 17,365 |

  38. DIRECTOR COMPENSATION TABLE

    (4) Mr. Ettinger resigned from the Board effective May 23, 2023. He received pro-rated compensation for 2023 and the option granted to him on May 4, 2023 was forfeited. (5) Mr. Green received an initial stock option grant on May 4, 2023 valued at $23,163 under FASB ASC Topic 718 to reflect his prorated service beginning in December 2022, as well as the regular annual director stock option grant in May 2023 valued at $58,952.

  39. COMPENSATION DISCUSSION AND ANALYSIS

    | PROGRAM ELEMENTS | 48 | | Base Salaries | 49 | | Annual Cash Incentives | 50 | | Long-Term Equity Incentives | 53 | | Executive Benefits and Perquisites | 55 | | OTHER COMPENSATION POLICIES AND CONSIDERATIONS | 55 | | Executive Change-In-Control Policy | 55 | | Hedging Policy | 56 | | Stock Retention and Ownership Guidelines | 56 | | Clawback and Compensation Recovery Policies | 56 | | COMPENSATION RISK ANALYSIS | 57 |

  40. EXECUTIVE SUMMARY

    The Company’s compensation programs enable us to attract and retain the leadership talent that is necessary to successfully manage our strong earnings growth and return on invested capital objectives, while balancing essential investment in the businesses in order to achieve attractive, long-term shareholder returns. As a result of our 2023 performance, payouts under our MIP versus our pre-established performance goals were achieved at 200% of target for corporate performance (adjusted EPS), and 160% of target for the enterprise goal (which includes both adjusted EPS and the commercial average components), as illustrated below. The Growth & Impact modifier was achieved at 6%. Adjusted Diluted EPS is a non-GAAP financial measure that is described on page 50 under “Program Elements — Annual Cash Incentives.” Commercial Average is a component of the Enterprise Goal, which also includes an adjusted EPS component. The Enterprise Goal was achieved at 160% and is described in more detail on page 50 under “Program Elements — Annual Cash Incentives.” Performance under our 2021-2023 performance-based restricted stock unit grant cycle exceeded our pre-established adjusted ROIC performance goal and payout of shares was capped at 100% of target, as illustrated below: Adjusted ROIC is a non-GAAP financial measure that is described on page 54 under “Program Elements — Long-Term Equity Incentives — Payout of 2021-2023 PBRSUs.”

  41. EXECUTIVE SUMMARY

    In connection with Mr. Beck’s appointment as Chief Executive Officer effective January 1, 2021, the Compensation & Human Capital Management Committee initially positioned Mr. Beck’s total direct compensation (“TDC”) below the market median range, with the intent to gradually increase towards median over the following years, subject to Mr. Beck’s performance. Accordingly, 2023 TDC for our CEO represents a 20% increase over 2022 but remains 6% below the market median, reflecting the Company’s approach to increase toward the median over a three to four year period. The following reflects each component of Mr. Beck’s TDC for 2023, as well as his aggregate target TDC for 2021, 2022 and 2023 and the relation of his target TDC to market median: In addition to reviewing TDC, the Compensation & Human Capital Management Committee annually evaluates how total cash compensation paid aligns with the Company’s size and performance relative to the Company’s peer group, which is described in more detail under “Compensation Philosophy and Process — Compensation Benchmarking” below. For purposes of this analysis, composite size and performance is calculated based on various measures of company size, profitability, growth, and total shareholder return. Total cash compensation paid represents the sum of actual base salary and annual cash incentive paid to our CEO for each fiscal year. The chart below illustrates how total cash compensation paid to our CEO has been conservative relative to the Company’s size and performance over the last three years.

  42. EXECUTIVE SUMMARY

    | WHAT WE HEARD | HOW WE RESPONDED | | Long-Term Incentives ▪ All of the stockholders who engaged with us asked about the composition of the equity awards granted to our NEOs. Some stockholders expressed a preference to shift the historical weighting of stock options and PBRSUs (50% each) towards a higher weighting of PBRSUs, to place a stronger emphasis on the performance goals underlying these awards. ▪ While stockholders generally demonstrated support for the use of an ROIC metric, a few stockholders expressed a preference for using multiple performance measures for PBRSUs, rather than the single performance measure used historically (Adjusted ROIC). ▪ Some stockholders indicated that the Company’s historical achievement of the Adjusted ROIC metric applicable to the PBRSUs, as compared to Company performance, suggested that there may be value in incorporating reasonable “stretch” performance goals, with upside for executives who exceed the target goals, in order to drive performance. ▪ Some of our stockholders asked about the rationale for specific larger, special equity awards. Most of these stockholders agreed that such grants, including time-based grants, can be appropriate under the right circumstances, but indicated that they would like more information to enable them to assess the reasonableness of specific grants. | Long-Term Incentives ▪ In response to feedback, the Compensation & Human Capital Management Committee revised the design of the equity awards granted in December as follows: ▪ Increased the relative weighting of PBRSUs to 60% of each NEO’s target equity award opportunity, with stock options making up the remainder. ▪ Shifted from a 3-year average Adjusted ROIC metric for the PBRSUs to a 3-year average Organic ROIC metric, which excludes the impact of acquisitions and certain other adjustments as described starting on page 53 under “Long-Term Equity Incentives” during the performance period. This metric aligns the ROIC calculation with the industry standard. Target Average Organic ROIC goals for the three-year performance period were set at levels that would require significant year-over-year organic growth and focus our management team on our long-term fundamentals. ▪ Added a relative total shareholder return (“TSR”). modifier to the PBRSUs, which may increase or reduce the payout percentage based on our 3-year TSR compared to the S&P 500. If our relative TSR performance is in the 80th percentile or higher, the payout percentage will be increased by 10% and if relative TSR performance is in the 20th percentile or lower, the payout percentage will be decreased by 10%. No modification occurs for relative TSR performance between these percentiles. ▪ Added stretch goals to the PBRSU program, allowing for above-target payouts for overperformance, with payouts ranging from 40% for threshold performance to 200% for maximum performance. The payout opportunity for the 2023 PBRSUs is capped at 200% of target, inclusive of the new relative TSR modifier. ▪ We believe that our current compensation program provides competitive pay, but we recognize that special equity awards can be a meaningful tool to attract and retain key employees. We enhanced our disclosure about the special equity award made in 2023 to an NEO. | | Annual Cash Incentives ▪ Numerous stockholders that we spoke with commented that they would like the MIP to include metrics that reflect the achievement of sustainability goals and progress toward our aspirations for creating a diverse, equitable and inclusive workplace for all our associates. | Annual Cash Incentives ▪ The Compensation & Human Capital Management Committee incorporated a new Growth & Impact modifier into the 2023 MIP that adjusts an executive officer’s payout percentage based on the Company’s achievement of reductions in water intensity across our operations and demonstrated progress toward our aspirations for a more diverse, equitable and inclusive workplace. The assessment of performance for the Growth & Impact modifier is made for all officers in the aggregate. The MIP payout is increased by 3%, 6%, or 10%, or reduced by 10% based on achievement of year-over-year progress in these areas as determined by the Compensation & Human Capital Management Committee. Although the modifier may result in an increase in the payout percentage otherwise achieved under the annual incentive plan, in no event will payouts exceed 200% of target. |

  43. COMPENSATION PHILOSOPHY AND PROCESS

    | | Support our corporate vision and long-term financial objectives | | Communicate the importance of business results | | Retain and motivate executives important to our success | | Reward executives for contributions at a level reflecting our performance |

  44. COMPENSATION PHILOSOPHY AND PROCESS

    Our program as a whole, as well as each element, is designed to be market-competitive in order to attract, motivate, and retain our executives in a manner that is in the best interests of our stockholders. The program is further designed to: ▪ reinforce and complement ethical and sustainable management practices, ▪ promote sound risk management, and ▪ align management interests (such as sustainable long-term growth) with those of our stockholders. Our philosophy is to position base salary, annual cash incentives, and long-term equity incentives in the median range of our competitive market, adjusted for the Company’s size. We also design annual cash incentives such that they pay out at a level commensurate with the Company’s performance based on adjusted EPS compared to EPS growth in the Standard & Poor’s 500 (“S&P 500”), with lower than median compensation for lower than competitive market performance and higher than median compensation for higher than competitive market performance. This approach provides motivation to executives without incentivizing inappropriate risk-taking to achieve payouts, as we believe that the Company’s prospects for growth are generally at least as favorable as the average of the S&P 500. As described above, TDC opportunity for our CEO was positioned 6% below market median. All our other NEOs were positioned in the market median range, other than Mr. Duijser whose compensation is above market median as described in more detail on page 53.

  45. COMPENSATION PHILOSOPHY AND PROCESS

    | Compensation Benchmarking |

  46. COMPENSATION PHILOSOPHY AND PROCESS

    For benchmarking purposes, we define our competitive market for compensation data to be a simple average of median compensation from a 21-company peer group and size-adjusted median general industry data from third-party surveys in which we participate. The peer group and benchmarking methodology is approved by the Compensation & Human Capital Management Committee in the spring of each year based on input from FW Cook and management. FW Cook presents an objective selection methodology as follows:

  47. COMPENSATION PHILOSOPHY AND PROCESS

    | Peer Group | 3M Co. | Dover Corp. | Illinois Tool Works Inc. | | | Agilent Technologies, Inc. | Dow Inc. | Linde plc | | | Air Products and Chemicals Inc. | DuPont de Nemours Inc. | PPG Industries Inc. | | | Celanese Corp. | Eastman Chemical Co. | Republic Services Inc. | | | Cintas Corp. | Eaton Corporation plc | Sherwin-Williams Co. | | | Clorox Co. | Emerson Electric Co. | Thermo Fisher Scientific Inc. | | | Danaher Corp. | Honeywell International, Inc. | Waste Management Inc. |

  48. FW Cook

    | APPROACH TO 2023 COMPENSATION BENCHMARKING | | | For benchmarking 2023 base salary and target annual cash incentives, we used the average of size-adjusted median compensation data from the 2022 Aon Radford survey and 2022 Willis Towers Watson survey, as well as median compensation data from the peer group. | For benchmarking 2023 long-term incentives, we used the average of size-adjusted median compensation data from the 2023 Willis Towers Watson survey and the 2023 FW Cook survey, as well as median compensation data from the peer group. |

  49. PROGRAM ELEMENTS

    | COMPENSATION COMPONENT | | | BASIC DESIGN | PURPOSE | | FIXED | BASE SALARY | | ▪ Calibrated with the median range of the size-adjusted competitive market | ▪ Designed to provide a base wage not subject to Company performance risk ▪ Recognizes individual experiences, skills, and sustained performance | | AT RISK | ANNUAL CASH INCENTIVE | | ▪ Actual pay varies between 0% and 200% of target ▪ Uses adjusted EPS and, for Messrs. Brown and Duijser, uses enterprise goals, and for all NEOs other than CEO, individual goals ▪ Subject to Growth & Impact modifier, up to the annual cash incentive cap of 200% | ▪ Incentivizes the accomplishment of annual corporate, business, and individual goals, and Impact aspirations ▪ EPS and enterprise goals reflect the performance of all of our businesses | | | LONG-TERM EQUITY INCENTIVES | Stock Options | ▪ Represents 40% of annual long-term incentive award opportunity ▪ Vests 1/3 per year starting on the 1st anniversary of grant date | ▪ Aligns pay to performance by linking value to stock price appreciation and shareholder value creation; value of the award is driven by share price appreciation following the grant date | | | | PBRSUs | ▪ Represents 60% of annual long-term incentive award opportunity ▪ Performance measured on 3-year average organic ROIC, subject to a relative TSR modifier ▪ Actual payout ranges from 0% to 200% of target | ▪ Aligns a portion of equity compensation to a longer-term strategic financial goal coupled with a relative stock price performance measure | | OTHER | CHANGE IN CONTROL SEVERANCE COMPENSATION POLICY | | ▪ Double trigger ▪ Severance is 2x the sum of base salary and target annual incentive, pro rata actual annual bonus in year of termination, outplacement, and continued medical and dental for up to 18 months | ▪ Applies to all elected officers ▪ Promotes continuity, impartiality, and objectivity in the event of a change in control to enhance stockholder value |

  50. PROGRAM ELEMENTS

    | Annual Cash Incentives |

  51. TARGET AWARD OPPORTUNITIES

    TARGET AWARD OPPORTUNITIES Under the MIP, we establish annual target award opportunities expressed as a percentage of base salary paid during the year. Our annual cash incentive targets are generally set within the median range relative to our competitive market for each position, and the annual cash incentive plan is structured so that lower performance results in below-market payouts and superior performance drives payouts above the median range. No changes were made to the 2023 target award opportunities for the NEOs, which are set forth below:

  52. TARGET AWARD OPPORTUNITIES

    | NAME | MIP TARGET AWARD (% OF BASE SALARY) | MIP TARGET AWARD ($) | | Christophe Beck | 150% | 1,865,625 | | Scott D. Kirkland | 100% | 787,500 | | Darrell R. Brown | 100% | 787,500 | | Machiel Duijser | 75% | 461,250 | | Lanesha T. Minnix | 85% | 545,063 |

  53. OVERVIEW OF PERFORMANCE MEASURES

    OVERVIEW OF PERFORMANCE MEASURES Under the MIP, we use a mix of overall corporate performance, business unit performance, individual performance and impact measures to foster cross-divisional cooperation and to assure that executives have a reasonable measure of control over the factors that affect their awards. This performance measure mix varies by executive position. Payout opportunities range from 0% to 200% of each NEO’s target award opportunity. ▪ ADJUSTED EPS: As in prior years, the primary measure of overall corporate performance under the 2023 MIP was adjusted EPS (or “adjusted diluted EPS”). We believe that adjusted diluted EPS is a better measure of the Company’s underlying business performance than reported diluted EPS because it provides greater transparency with respect to our results of operations, which is more useful for period-to-period comparison of results. We also use adjusted EPS internally in making financial and operational decisions and evaluating our performance. In addition, a total company measure of performance such as adjusted EPS is used as one of the performance measures with respect to our NEOs who manage particular business units because it reinforces our Circle the Customer — Circle the Globe strategy and fosters cross-divisional cooperation. ▪ ENTERPRISE GOAL: For NEOs such as Messrs. Brown and Duijser, whose roles have a significant impact on the performance of all of the Company’s businesses, and a direct impact on the Company’s ability to meet business sales and operating income targets, the 2023 MIP also is based on an enterprise performance goal. This goal is intended to incentivize and reward the NEOs based on the financial performance of Ecolab’s various businesses and overall Ecolab performance. 60% is comprised of a commercial average payout, which represents the aggregate of the payouts for the achievement of business unit sales and/or operating income goals to all employees in the commercial organization over the aggregate of the business unit payouts at target. The remaining 40% of such bonuses are earned based on the Company-wide adjusted EPS, which reflects Ecolab’s overall business performance. ▪ INDIVIDUAL GOALS: We utilize strategic corporate initiatives and goals, as detailed beginning on page 52, which may include human capital and sustainability indicators such as safety and environment, as a part of the individual performance measures to promote sustained company success. ▪ GROWTH & IMPACT MODIFIER: New for 2023 and in response to stockholder feedback, the Compensation & Human Capital Management Committee added a Growth & Impact modifier to the 2023 MIP for officers. The modifier is based on reducing water intensity across our operations and demonstrating progress toward our aspirations for a more diverse, equitable and inclusive workplace. This modifier recognizes that delivering a net positive impact for our associates, in our operations and for our customers, drives performance and innovation, and enables fast growth. The Compensation & Human Capital Management Committee determined to include this new goal in our annual incentive plan to measure annual progress and ensure continuous progress is made against these important objectives.

  54. PERFORMANCE MEASURES AND ACHIEVEMENT — ADJUSTED EPS

    PERFORMANCE MEASURES AND ACHIEVEMENT — ADJUSTED EPS In establishing the adjusted EPS goal for 2023, we took into consideration our prior year results, overall economic and market trends, other large companies’ performance expectations, and our anticipated business opportunities, investment requirements, and the competitive situation. The minimum adjusted EPS level was set at $4.40, slightly below our actual adjusted EPS of $4.49 for 2022; however, the target opportunity was set at a level requiring 4% growth and the maximum opportunity at a level requiring 14% growth. For 2023, the adjusted EPS goals were as follows:

  55. PERFORMANCE MEASURES AND ACHIEVEMENT — ADJUSTED EPS

    | PERCENTAGE OF THE TARGET AWARD OPPORTUNITY | ADJUSTED EPS ($) | | 40% (Minimum Level) | 4.40 | | 100% (Target Level) | 4.67 | | 140% (140% Level) | 4.85 | | 200% (Maximum Level) | ≥5.12 |

  56. PERFORMANCE MEASURES AND ACHIEVEMENT — ADJUSTED EPS

    Payouts for results between performance levels are interpolated on a straight-line basis. Actual 2023 adjusted EPS of $5.21 was above the maximum level resulting in 200% payout with respect to this performance goal. For purposes of the adjusted EPS performance measure used in the MIP, a reconciliation of 2023 diluted EPS as reported to 2023 adjusted diluted EPS is summarized below:

  57. PERFORMANCE MEASURES AND ACHIEVEMENT — ADJUSTED EPS

    | 2023 reported diluted EPS | $4.79 | | Adjustments: | | | Special (gains) and charges, after tax | 0.38 | | Discrete tax net (benefit) expense | 0.04 | | Adjusted diluted EPS | $5.21 |

  58. PERFORMANCE MEASURES AND ACHIEVEMENT — ADJUSTED EPS

    Note: Per-share amounts do not necessarily sum due to rounding. Additional information regarding the composition of the adjustments identified in the table above is contained on pages 32 to 36 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

  59. PERFORMANCE MEASURES AND ACHIEVEMENT — GROWTH & IMPACT MODIFIER

    PERFORMANCE MEASURES AND ACHIEVEMENT — GROWTH & IMPACT MODIFIER In assessing the achievement of the Growth & Impact modifier for 2023, we considered the necessary steps to achieve our 2030 aspirations for reducing water use intensity across our operations and supporting our diverse, equitable and inclusive workplace. This modifier recognizes that delivering a net positive impact for our associates, in our operations and for our customers, drives performance and innovation, and enables fast growth. The MIP payout is increased by 3%, 6%, or 10%, or reduced by 10%, based on achievement of year-over-year progress in these areas as determined by the Compensation & Human Capital Management Committee. For 2023, the Compensation & Human Capital Management Committee determined that the Growth & Impact modifier should increase the MIP payout by 6% for NEOs, up to a cap of 200% payout under the MIP. This payout level is aligned to exceeding the target set for reduction in water intensity across our operations and the assessment that performance towards Ecolab’s aspirations for a diverse, equitable and inclusive workplace demonstrated year-over-year improvement in some, but not all areas. The assessment of performance for the Growth & Impact modifier is made for all officers in the aggregate, and not on an individual basis. Performance indicators may be adjusted for acquisitions and divestitures that have a material impact. The water impact target was adjusted by the Compensation & Human Capital Management Committee for the Purolite acquisition.

  60. PERFORMANCE MEASURES AND ACHIEVEMENT — ENTERPRISE GOAL

    PERFORMANCE MEASURES AND ACHIEVEMENT — ENTERPRISE GOAL 30% of Mr. Brown’s and 35% of Mr. Duijser’s 2023 MIP annual cash incentive is based on the performance of our enterprise goal. Mr. Brown’s and Mr. Duijser’s roles have a significant impact on the performance of all of the Company’s businesses, and direct impact on the Company’s ability to meet business sales and operating income targets. The enterprise performance goal is intended to incentivize and reward these NEOs based on the financial performance of Ecolab’s various businesses and overall Company performance. Performance of the Enterprise Goal is measured 60% on the commercial average payout which is calculated by dividing the sum of all annual cash incentives earned by all employees in the commercial organization by the total target annual cash incentives for such employees. The resulting average reflects the aggregate commercial performance based on the aggregate payouts for the achievement of business unit sales and/or operating income goals. 40% of the Enterprise Goal is measured on Company-wide adjusted EPS, which reflects Ecolab’s overall business performance. Because this measure includes aggregate performance across all business units, there is no threshold payout level; however, the maximum payout of 200% of target continues to apply. The commercial average performance was measured at 134%, and EPS was achieved at 200%, resulting in an enterprise goal payout of 160%. Payouts to employees outside of the United States were converted to US$ at fixed currency rates of foreign exchange. Business unit performance plan results may be adjusted for special gains and charges, as well as certain other exceptional items, such as the results of certain businesses acquired during the year and certain strategic initiatives not contemplated by the annual business plan, and these adjustments are included in determining the average payouts of the business unit performance plans. We include within special gains and charges items that we believe can significantly affect the period-over-period assessment of operating results and that do not necessarily reflect costs and/or income associated with historical trends and future operating results, as more fully identified on pages 32 to 34 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

  61. PERFORMANCE MEASURES AND ACHIEVEMENT — INDIVIDUAL

    PERFORMANCE MEASURES AND ACHIEVEMENT — INDIVIDUAL For three of our NEOs who hold staff positions — Mr. Kirkland (Chief Financial Officer), Mr. Duijser (Executive Vice President and Chief Supply Chain Officer), and Ms. Minnix (Executive Vice President, General Counsel and Secretary), 30% of their annual cash incentive is based upon attainment of individual performance goals. This individual component of staff position awards under the MIP is set at 30% of the performance measure mix for annual cash incentives so that achievement of these goals is a component of the award but remains balanced against achievement of corporate performance goals. The 2023 individual performance objectives for these officers are: ▪ specific, ▪ qualitative, ▪ achievable with significant effort, and ▪ if achieved, provide meaningful benefit to the Company.

  62. PERFORMANCE MEASURES AND ACHIEVEMENT — INDIVIDUAL

    | NEO | INDIVIDUAL PERFORMANCE OBJECTIVES | | Scott D. Kirkland | Financial and organizational initiatives, including: ▪ strategic leadership of accounting, audit, financial planning and analytics, treasury, tax, investor relations, shared services, and information services functions, ▪ collaboration with the CEO and Board to develop, execute and evaluate financial and investment strategies aligned with the Company’s growth goals, and ▪ implementation of digital tools to enhance efficiency, accuracy, and decision-making through automation, analytics | | Machiel Duijser | Supply chain and organizational initiatives, including: ▪ strategic leadership of global supply chain functions including procurement, planning, production, logistics and customer service, ▪ optimization of key processes to deliver products safely, efficiently, cost effectively and with the highest quality, and ▪ achievement of sustainability commitments, balancing environmental responsibility, social impact, and economic success | | Lanesha T. Minnix | Legal and organizational initiatives, including: ▪ strategic leadership of law, regulatory affairs, compliance, safety, health & environment, and government relations functions, ▪ development and oversight of risk management, governance, and compliance strategies to advance company performance and Ecolab’s recognized ethical business culture, and ▪ enablement of business growth through protection of intellectual property, implementation of effective contract language, and integration of Ecolab’s regulatory expertise to deliver customer value |

  63. 2023 ANNUAL CASH INCENTIVE PAYOUT SUMMARY

    2023 ANNUAL CASH INCENTIVE PAYOUT SUMMARY

  64. 2023 ANNUAL CASH INCENTIVE PAYOUT SUMMARY

    | NAME | EPS WEIGHTING (%) | ENTERPRISE GOAL (%) | INDIVIDUAL WEIGHTING (%) | WEIGHTED MIP TARGET AWARD ($) | MIP PERFORMANCE ACHIEVED (% OF WEIGHTED TARGET) | GROWTH & IMPACT MODIFIER (%) | PAYOUT BASED ON MIP PERFORMANCE ($) | ACTUAL PAYOUT ($) | | Christophe Beck | 100 | | | 1,865,625 | 200 | | 3,731,250 | | | | | | | | | 6(1) | 0 | 3,731,250 | | Scott D. Kirkland | 70 | | | 551,250 | 200 | | 1,102,500 | | | | | | 30 | 236,250 | 160 | | 379,059 | | | | | | | | | 6 | 88,894 | 1,570,453 | | Darrell R. Brown | 70 | | | 551,250 | 200 | | 1,102,500 | | | | | 30 | | 236,250 | 160 | | 379,059 | | | | | | | | | 6 | 88,894 | 1,570,453 | | Machiel Duijser | 35 | | | 161,438 | 200 | | 322,875 | | | | | 35 | | 161,438 | 160 | | 259,024 | | | | | | 30 | 138,375 | 200 | | 276,750 | | | | | | | | | 6 | 48,235 | 906,887 | | Lanesha T. Minnix | 70 | | | 381,544 | 200 | | 763,088 | | | | | | 30 | 163,519 | 160 | | 262,363 | | | | | | | | | 6 | 61,527 | 1,086,980 |

  65. 2023 ANNUAL CASH INCENTIVE PAYOUT SUMMARY

    (1) The CEO’s Growth & Impact modifier was paid at 0% because he achieved his maximum payout of 200%. Although the Compensation & Human Capital Management Committee has ultimate authority to increase or decrease an NEO’s payout from the level recommended by applying the MIP performance metrics, with input from the CEO (other than as to his or her own award), based on the individual performance of the NEO, they have not historically made such discretionary adjustments to an NEO’s payout, except in new hire situations in which the amount of an executive’s annual cash incentive is guaranteed, or other exceptional circumstances. The 2023 annual cash incentive payouts were made in accordance with the overall corporate results and enterprise or individual performance results established for the NEOs without adjustment.

  66. 2023 ANNUAL CASH INCENTIVE PAYOUT SUMMARY

    | Long-Term Equity Incentives |

  67. 2023 ANNUAL CASH INCENTIVE PAYOUT SUMMARY

    The Compensation & Human Capital Management Committee made annual grants of long-term equity incentives to our NEOs in December 2023, consistent with its past practice of granting these incentives at its regularly scheduled December meeting. Our philosophy is to grant long-term incentives that are within the median range of our size-adjusted competitive market. In 2023, our NEOs received long-term incentives within the median range, other than Mr. Duijser whose long-term incentive grant was above market median, in consideration of his unique skill set and background, which includes experience with products similar to those sold by all of our businesses, as well as his success in implementing step changes in technology and efficiency within our supply chain organization. Generally, long-term equity incentives are granted on the same date as our Compensation & Human Capital Management Committee approval date and in no event is the grant date prior to the approval date. We do not have a program, plan, or practice to time long-term equity incentive grants to executives in coordination with the release of material non-public information. The table below sets forth each NEO’s annual long-term incentive award value at target, as well as the number of target PBRSUs and stock options granted in December 2023.

  68. 2023 ANNUAL CASH INCENTIVE PAYOUT SUMMARY

    | NAME | TARGET LTI AWARD VALUE ($) | TARGET PBRSUs GRANTED | STOCK OPTIONS GRANTED | | Christophe Beck | 9,000,000 | 31,333 | 80,342 | | Scott D. Kirkland | 2,600,000 | 9,052 | 23,210 | | Darrell R. Brown | 2,700,000 | 9,400 | 24,103 | | Machiel Duijser | 1,600,000 | 5,570 | 14,283 | | Lanesha T. Minnix | 1,500,000 | 5,222 | 13,390 |

  69. 2023 ANNUAL CASH INCENTIVE PAYOUT SUMMARY

    The material terms of the 2023 annual long-term equity incentive awards are as follows:

  70. 2023 ANNUAL CASH INCENTIVE PAYOUT SUMMARY

    | AWARD TYPE | MATERIAL TERMS | | PBRSUs | ▪ Cliff-vests after three-year performance period, subject to attainment of three-year average annual organic ROIC goals ▪ Payout ranges from 0% to 200% of the target award, with a threshold payout of 40% of target ▪ Utilizes organic ROIC, instead of the adjusted ROIC used in previous years, to simplify and improve alignment of the ROIC calculation with the industry standard ▪ Set 2024 to 2026 average annual organic ROIC target of 13.4%, with a threshold of 10.0% and a maximum of 15.7%, which is challenging as compared to the actual three-year average annual organic ROIC of 11.2% for each of the 2020 — 2022 and 2021 — 2023 performance periods ▪ Organic ROIC is defined as the quotient of net operating profit after taxes, over the Company’s invested capital determined as total assets less cash and cash equivalents minus total liabilities less short- and long-term debt, as may be adjusted for acquisitions, accounting or tax changes, gains or losses from discontinued operations, and certain other unusual or infrequently occurring charges during the performance period. Invested capital is not adjusted for acquisitions made prior to the reporting period. ▪ Includes relative TSR modifier, which may increase or reduce the payout based on the Company’s three-year TSR compared to the S&P 500 three-year TSR, with performance in the 80th percentile or higher increasing the payout percentage by 10% and performance in the 20th percentile or lower decreasing the payout percentage by 10% (subject to cap on total payout of 200% of target) ▪ No dividend equivalents are paid or accrued on PBRSUs | | STOCK OPTIONS | ▪ Vests in equal annual installments over three years ▪ Exercise price equal to the average of the high and low market price on the date of grant, which we believe lessens the impact of potential same-day stock volatility ▪ 10-year term from the date of grant |

  71. PAYOUT OF 2021 TO 2023 PBRSUs

    PAYOUT OF 2021 TO 2023 PBRSUs Each of our NEOs other than Ms. Minnix held outstanding 2021 to 2023 PBRSUs granted by the Compensation & Human Capital Management Committee in December 2020 which vested on December 31, 2023. The following chart sets forth the threshold and target average annual adjusted ROIC and the Company’s actual average annual adjusted ROIC performance under the 2021 to 2023 PBRSUs, which resulted in a payout at 100% of target. Adjusted ROIC under the 2021 to 2023 PBRSUs is defined as the quotient of after-tax operating income divided by the sum of short-term and long-term debt and shareholders’ equity, less cash and cash equivalents. Adjusted ROIC is measured excluding the purchase accounting impact and special gains and charges relating to the Nalco and Purolite transactions considering the significant impact of these transactions on the calculation.

  72. 2023 SPECIAL EQUITY AWARDS

    2023 SPECIAL EQUITY AWARDS In addition to the annual equity grants, we may make special equity awards to our NEOs and other executives in connection with promotions and recruitment, and for general retention purposes. In February 2023, prior to our 2023 Annual Meeting of Stockholders, the Compensation & Human Capital Management Committee approved a grant to Mr. Duijser of 13,112 restricted stock units (‘‘RSUs’’) valued at approximately $2,000,000. The RSUs cliff-vest after four years and were granted in recognition of Mr. Duijser’s: ▪ exceptional leadership in navigating the negative external impacts of inflation and post-Covid-19 supply chain complexity, ▪ unique skill set and background, which includes experience with products similar to those sold by all of our businesses, as well as success in implementing step changes in technology and efficiency within our supply chain organization, and ▪ for retention purposes given the exceptionally competitive market for talent in this function.

  73. 2023 SPECIAL EQUITY AWARDS

    | Executive Benefits and Perquisites |

  74. 2023 SPECIAL EQUITY AWARDS

    Our NEOs participate in all of the same health care, disability, life insurance, pension, and 401(k) benefit plans made available generally to the Company’s U.S. employees, with executive supplements as described in this Proxy Statement. In addition, our NEOs are eligible to participate in: ▪ a deferred compensation program, ▪ a restoration plan for the tax-qualified 401(k) plan, ▪ a restoration pension plan, and ▪ with respect to certain of our NEOs, an executive disability and life benefit and a supplemental retirement benefit. The non-qualified retirement plans supplement the benefits provided under our tax-qualified plans, taking into account compensation and benefits above the IRS limits for qualified plans. The NEOs also receive limited perquisites that are described in more detail in the footnotes to the “Summary Compensation Table”. Our perquisites account for 0.9% of total compensation for the CEO and 1.5% of total compensation on average for the other NEOs in 2023. Executive benefits and perquisites are consistent with our competitive market. The Company has maintained a private aircraft use policy for several years authorizing the use of private aircraft for business and personal use by the Company’s Chairman and Chief Executive Officer and, under certain circumstances, business use by its directors and certain other executives. Under the policy, personal use of private aircraft by the Chairman of the Board and Chief Executive Officer is limited to $100,000 of unreimbursed usage per year, with personal use historically falling far below the limit. Additional information with respect to this perquisite is provided in more detail in the footnotes to the “Summary Compensation Table”. The Compensation & Human Capital Management Committee approved an annual commuter allowance of $50,000 for Mr. Brown, Mr. Duijser and Ms. Minnix that is designed to offset commuting expenses incurred by these executives for travel to headquarters. None of Mr. Brown, Mr. Duijser and Ms. Minnix receives any tax gross up on this allowance.

  75. OTHER COMPENSATION POLICIES AND CONSIDERATIONS

    | Executive Change-In-Control Policy |

  76. OTHER COMPENSATION POLICIES AND CONSIDERATIONS

    The terms of our Change-In-Control Severance Compensation Policy, including the events constituting a change in control under our policy, are described in the “Potential Payments upon Termination or Change in Control” section of this Proxy Statement. Our policy applies to all elected officers, including the NEOs, except those who are covered by separate change-in-control or similar agreements with the Company or a subsidiary, a circumstance which arises only in the case of an executive having such an agreement with a company we acquire, which agreements are not renewed after they terminate or expire. The Change-In-Control Severance Compensation Policy only provides “double-trigger” severance benefits following a change-in-control, which promotes the interests of stockholders by mitigating executives’ concerns about the impact a change in control may have on them, thereby allowing the executives to focus on the best interests of stockholders under such circumstances.

  77. OTHER COMPENSATION POLICIES AND CONSIDERATIONS

    | We maintain stock retention and ownership guidelines to encourage our NEOs and other executives to accumulate a significant ownership stake so they are incentivized to maximize long-term stockholder returns. Until the guideline is met, our CEO, CFO and President and COO are expected to retain 100% of net shares realized from equity awards, with other officers expected to retain 50%. Shares subject to unexercised stock options and unvested RSUs/PBRSUs are not considered owned for purposes of complying with the guidelines. | STOCK OWNERSHIP GUIDELINES | | | |

  78. OTHER COMPENSATION POLICIES AND CONSIDERATIONS

    (1) Excludes shares underlying unexercised stock options and unvested RSUs/PBRSUs.

  79. SUMMARY COMPENSATION TABLE FOR 2023

    SUMMARY COMPENSATION TABLE FOR 2023 The following table shows cash and non-cash compensation for the years ended December 31, 2023, 2022 and 2021 for the persons serving as the Company’s “Principal Executive Officer” and “Principal Financial Officer” during the year ended December 31, 2023 and for the next three most highly-compensated executive officers who were serving in those capacities at December 31, 2023.

  80. SUMMARY COMPENSATION TABLE FOR 2023

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY(1) ($) | BONUS(1) ($) | STOCK AWARDS(2) ($) | OPTION AWARDS(3) ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(1)(4) ($) | CHANGE IN PENSION VALUE AND NON-QUALIFIED DEFERRED COMPENSATION EARNINGS(5) ($) | ALL OTHER COMPENSATION(6) ($) | TOTAL ($) | | Christophe Beck Chairman and Chief Executive Officer | 2023 | 1,243,750 | — | 5,874,624 | 4,055,664 | 3,731,250 | 195,936 | 445,831 | 15,547,055 | | | 2022 | 1,056,250 | — | 3,613,018 | 3,918,064 | 0 | 0 | 133,088 | 8,720,419 | | | 2021 | 1,000,000 | — | 2,879,914 | 2,870,215 | 1,426,047 | 0 | 189,713 | 8,365,888 | | Scott D. Kirkland(7) Chief Financial Officer | 2023 | 787,500 | — | 1,697,159 | 1,171,641 | 1,570,453 | 64,270 | 47,165 | 5,338,188 | | | 2022 | 637,500 | — | 1,385,028 | 1,501,940 | 0 | 21,536 | 42,883 | 3,588,887 | | Darrell R. Brown(7) President and Chief Operating Officer | 2023 | 787,500 | — | 1,762,406 | 1,216,719 | 1,570,453 | 59,090 | 279,330 | 5,675,498 | | | 2022 | 643,750 | — | 1,204,292 | 1,306,009 | 416,828 | 0 | 101,973 | 3,672,852 | | Machiel Duijser(7) Executive Vice President and Chief Supply Chain Officer | 2023 | 615,000 | — | 3,017,282 | 721,006 | 906,887 | 27,116 | 139,366 | 5,426,657 | | Lanesha T. Minnix(7) Executive Vice President, General Counsel and Secretary | 2023 | 641,250 | — | 979,073 | 675,927 | 1,086,980 | 18,771 | 180,630 | 3,582,631 | | | 2022 | 340,114 | 1,693,267 | 2,044,326 | 822,806 | 0 | 0 | 51,249 | 4,951,762 |

  81. SUMMARY COMPENSATION TABLE FOR 2023

    (1) Includes amounts deferred under Section 401(k) of the Internal Revenue Code pursuant to the Company’s Savings Plan and ESOP, amounts deferred under a non-qualified defined contribution deferred compensation plan maintained by the Company for a select group of executives, and any salary reductions per Section 125 or Section 132(f)(4) of the Internal Revenue Code. (2) Represents the aggregate grant date fair value of PBRSU award grants at target and, in the case of Mr. Duijser, an additional special RSU award valued at $1,972,963, made during the year in accordance with FASB ASC Topic 718, based on the average of the high and low share price of the Company’s common stock on the date of grant, adjusted for the absence of future dividends. See Note 11 to the Company’s Consolidated Financial Statements for the year ended December 31, 2023, located at Item 8 of Part II of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 for further discussion of the assumptions used in determining these values. The PBRSU awards cliff-vest after three years, subject to attainment of 3-year average organic ROIC goals over the performance period, and include a relative TSR modifier, which may increase or reduce the payout based on the Company’s three-year TSR compared to the S&P 500 three-year TSR. The special restricted stock unit award for Mr. Duijser vests as to 100% of the units on the fourth anniversary date of the grant. For additional information about these awards see the heading “Long-Term Equity Incentives” beginning at page 53 and the footnotes to the table “Grants of Plan-Based Awards for 2023” beginning at page 60. Based on the fair market value on the date of grant ($187.49 per share), the maximum values for the 2023 PBRSUs granted to Messrs. Beck, Kirkland, Brown and Duijser and Ms. Minnix are $11,749,248, $3,394,319, $3,524,812, $2,088,639, and $1,958,146, respectively. (3) Represents the aggregate grant date fair value of stock option grants during the year in accordance with FASB ASC Topic 718 but with no discount for estimated forfeitures. The value of grants has been determined by application of the lattice (binomial)-pricing model. Key assumptions include risk-free rate of return, expected life of the option, expected stock price volatility, and expected dividend yield. See Note 11 to the Company’s Consolidated Financial Statements for the year ended December 31, 2023, located at Item 8 of Part II of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, for further discussion of the assumptions used in determining these values. The specific assumptions used in the valuation of the options granted in 2023 are summarized in the table below:

  82. SUMMARY COMPENSATION TABLE FOR 2023

    | GRANT DATE | RISK FREE RATE | EXPECTED LIFE (YEARS) | EXPECTED VOLATILITY | EXPECTED DIVIDEND YIELD | | 12/06/2023 (all executives) | 4.10% | 6.11 | 22.37% | 1.19% |

  83. SUMMARY COMPENSATION TABLE FOR 2023

    Represents the annual cash incentive awards earned and paid in respect of 2023 under the Company’s MIP. The MIP is discussed in more detail at page 50 and as part of the table entitled “Grants of Plan-Based Awards for 2023” at page 60. (5) Represents the aggregate change in the actuarial present value of the NEO’s accumulated benefit under the Company’s defined benefit plans as of December 31, 2023 over such amount as of December 31, 2022, except as otherwise noted. The Company’s defined benefit plans include the Pension Plan, the Mirror Pension Plan, the Supplemental Executive Retirement Plan (“SERP”), and the AMP Signature Super — One Ecolab Superannuation Plan (“Australia Plan”) which are discussed beginning at page 64 as part of the table entitled “Pension Benefits for 2023.” Mr. Brown is an inactive participant in the Australia Plan, which is a broad-based pension plan covering certain Australian employees, and no other named executive officer participates in the Australia Plan. The change in the actuarial present value during 2023 of Mr. Brown’s Australia Plan benefit is primarily attributable to changes in actuarial assumptions and increases related to the passage of time and does not reflect any additional accruals for service or compensation earned or paid in 2023. Mr. Brown’s change in pension benefit is accrued in Australian dollars and is reported based on a conversion rate of 1.5140AUD = 1$U.S. on November 30, 2023, and a conversion rate of 1.4736AUD = 1$U.S. on November 30, 2022, using pension measurement dates of November 30, 2023 and November 30, 2022, consistent with the Company’s assumptions under FASB ASC Topic 715 for financial reporting regarding international retirement plans. There are no “above market” earnings under the Ecolab Mirror Savings Plan, a non-qualified defined contribution plan, because all earnings under this plan are calculated at the same rate as earnings on one or more externally managed investments available to participants in Ecolab’s broad-based tax-qualified deferred compensation plans. The Ecolab Mirror Savings Plan is discussed at page 67. (6) Except as otherwise noted, amounts reported as All Other Compensation include: (a) Payment by the Company of certain perquisites, including costs relating to the following: (i) executive physical examinations for Messrs. Kirkland, and Brown; (ii) the personal use of corporate aircraft by Mr. Beck, with incremental cost calculated using a method that takes into account aircraft fuel expenses and engine reserve expense per flight hour, as well as any landing and parking fees, crew travel expenses, on-board catering costs, and dead-head flight costs attributable to such use; (iii) in the case of Mr. Brown, the personal use of a company vehicle, as well as tax preparation fees related to his foreign citizenship and a gross up thereon of $1,193; (iv) in the case of Mr. Brown, Mr. Duijser and Ms. Minnix, $50,000 representing an annual commuter allowance to offset commuting expenses incurred for travel between their residences and corporate headquarters; (v) in the case of Ms. Minnix, relocation allowance and relocation expense of $52,211, and a gross up thereon of $50,566; (vi) attendance by Mr. Beck and Mr. Brown at incentive trips and the gross-up thereon in the amounts of $15,037 and $10,683, respectively; (vii) spousal travel for Mr. Beck and Mr. Brown in the amounts of $28,645 and $34,705, respectively, and the gross up thereon of $27,223 and $25,992, respectively. Amounts do not include certain occasions where the spouses of Mr. Beck, Mr. Brown and Ms. Minnix accompanied them on business trips using corporate aircraft for which no incremental aircraft cost is allocated; and (viii) business travel and accident insurance for each of the named executive officers for which no incremental cost is allocated to the named executive officers. (b) Payment by the Company of life insurance premiums in 2023 for Mr. Beck in the amount of $40,238. This program has been closed to new participants. (c) Payment of matching contributions made by the Company for 2023 as follows: (i) matching contributions made by the Company under the Company’s tax-qualified defined contribution 401(k) Savings Plan and ESOP available generally to all employees for: Mr. Beck, $17,853; Mr. Kirkland, $17,853; Mr. Brown, $17,853; Mr. Duijser $17,853, and Ms. Minnix, $17,853; and (ii) matching contributions made or to be made by the Company on base salary and annual cash incentive award earned in respect of 2023 that the executive deferred under a non-qualified defined contribution deferred compensation plan maintained by the Company for a select group of executives, in the following amounts: Mr. Beck, $278,700; Mr. Kirkland, $27,450; Mr. Brown, $121,677; Mr. Duijser $71,513, and Ms. Minnix, $0. The Company maintains a self-funded, supplemental long-term disability benefit plan for certain executives, which benefits each of the named executive officers. No specific allocation of cost is made to any named executive officer prior to the occurrence of a disability. (7) Mr. Duijser was not an NEO in 2022 and 2021 and Mr. Brown, Mr. Kirkland and Ms. Minnix were not NEOs in 2021.

  84. GRANTS OF PLAN-BASED AWARDS FOR 2023

    GRANTS OF PLAN-BASED AWARDS FOR 2023

  85. GRANTS OF PLAN-BASED AWARDS FOR 2023

    | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS (3)(5) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS(4)(5) (#) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS(5)(6) (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS(7) ($/SH) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(8) ($) | | NAME | GRANT DATE | THRESHOLD(1) ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD(2) (#) | TARGET (#) | MAXIMUM (#) | | | | | | Christophe Beck (PEO) | | | | | | | | | | | | | MIP(9) | N/A | 671,625 | 1,865,625 | 3,731,250 | — | — | — | — | — | — | — | | 2010 Stock Incentive Plan | 12/06/2023 | — | — | — | — | — | — | — | 80,342 | 191.03 | 4,055,664 | | 2010 Stock Incentive Plan | 12/06/2023 | — | — | — | 11,280 | 31,333 | 62,666 | — | — | — | 5,874,624 | | Scott D. Kirkland (PFO) | | | | | | | | | | | | | MIP(9) | N/A | 232,470 | 787,500 | 1,575,000 | — | — | — | — | — | — | — | | 2010 Stock Incentive Plan | 12/06/2023 | — | — | — | — | — | — | — | 23,210 | 191.03 | 1,171,641 | | 2010 Stock Incentive Plan | 12/06/2023 | — | — | — | 3,259 | 9,052 | 18,104 | — | — | — | 1,697,159 | | Darrell R. Brown | | | | | | | | | | | | | MIP(9) | N/A | 232,470 | 787,500 | 1,575,000 | — | — | — | — | — | — | — | | 2010 Stock Incentive Plan | 12/06/2023 | — | — | — | — | — | — | — | 24,103 | 191.03 | 1,216,719 | | 2010 Stock Incentive Plan | 12/06/2023 | — | — | — | 3,384 | 9,400 | 18,800 | — | — | — | 1,762,406 | | Machiel Duijser | | | | | | | | | | | | | MIP(9) | N/A | 101,291 | 461,250 | 922,500 | — | — | — | — | — | — | — | | 2010 Stock Incentive Plan | 02/26/2023 | — | — | — | — | — | — | 13,112 | — | — | 1,972,963 | | 2010 Stock Incentive Plan | 12/06/2023 | — | — | — | — | — | — | — | 14,283 | 191.03 | 721,006 | | 2010 Stock Incentive Plan | 12/06/2023 | — | — | — | 2,005 | 5,570 | 11,140 | — | — | — | 1,044,319 | | Lanesha T. Minnix | | | | | | | | | | | | | MIP(9) | N/A | 160,902 | 545,063 | 1,090,125 | — | — | — | — | — | — | — | | 2010 Stock Incentive Plan | 12/06/2023 | — | — | — | — | — | — | — | 13,390 | 191.03 | 675,927 | | 2010 Stock Incentive Plan | 12/06/2023 | — | — | — | 1,880 | 5,222 | 10,444 | — | — | — | 979,073 |

  86. GRANTS OF PLAN-BASED AWARDS FOR 2023

    (1) Threshold amount is based on achievement of the minimum adjusted EPS performance measure at 40% of target (which also comprises a portion of the enterprise goal), without achievement of the commercial average, assuming the Growth & Impact modifier is not achieved and the negative 10% modifier applies. (2) Threshold amount is calculated assuming the relative TSR modifier is not achieved and the negative 10% modifier applies. (3) Amounts reflect the threshold (adjusted as noted in footnote 2 above), target, and maximum number of shares of Company Common Stock that may be earned pursuant to PBRSU awards granted in 2023. No PBRSUs may be earned if organic ROIC is below the threshold goal, and no more than 200% of the PBRSUs may be earned if organic ROIC is above the maximum goal. Payout is further subject to a relative TSR modifier which may increase or reduce the payout percentage based on our 3-year TSR compared to the S&P 500. Dividend equivalents are not paid or accrued during the performance period. See the discussion under the heading “Performance-Based Restricted Stock Units” in the Compensation Discussion and Analysis for more information on these awards, including with respect to the performance goals and relative TSR modifier. (4) Represents the grant of an RSU award to Mr. Duijser. The award will vest as to 100% of the units on the fourth anniversary of the date of grant. Dividend equivalents are not paid or accrued on unvested units. (5) If an option holder terminates employment at or after age 55 with five or more years of continuous employment, stock options held at least six months will become immediately exercisable in full and the service-based vesting conditions on PBRSU awards held at least six months will be deemed satisfied but vesting will remain subject to attainment of the performance goals; all unvested RSU awards will terminate and be forfeited. A discussion of the consequences of a change in control on outstanding options, PBRSU awards, and restricted stock awards begins at page 70 under the heading “Change in Control (Double Trigger).” (6) Options granted in 2023 have a ten-year contractual exercise term and vest (or will be exercisable) over three years, on a cumulative basis, as to one third of the option shares on the first and second anniversaries of the date of grant and as to the remaining option shares on the third anniversary. Each of the stock options granted to our NEOs during the year ended December 31, 2023 and reported in the table above were granted on the same date as our Compensation & Human Capital Management Committee approval date and have an exercise price which is the average of the high and low market price on the date of grant. We believe that the use of the average of the high and low market price on the date of the grant removes potential same-day stock volatility. (8) Represents the grant date fair value of each equity award, computed in accordance with FASB ASC Topic 718. With respect to stock options, the value has been determined by application of the lattice (binomial)-pricing model, based upon the terms of the option grant and Ecolab’s stock price performance history as of the date of the grant. Key assumptions include: ▪ risk-free rate of return, ▪ expected life of the option, ▪ expected stock price volatility, and ▪ expected dividend yield. The specific assumptions used in the valuation of these options are located in footnote (3) to the “Summary Compensation Table” at page 58. With respect to PBRSUs, the value has been determined based on the average daily share price of the Company’s Common Stock at the date of the grant, adjusted for the absence of future dividends, and assuming the target award payout, consistent with the estimate of aggregate compensation cost to be recognized over the three-year vesting period of the award. See footnote (3) above for a description of the performance goals and performance period. With respect to RSUs, the value has been determined based on the average daily share price of the Company’s Common Stock at the date of the grant, adjusted for the absence of future dividends. (9) The Company maintains an annual cash incentive program for executives referred to as the MIP, which is discussed in the Compensation Discussion and Analysis under the heading “Annual Cash Incentives,” including detail regarding the MIP performance Growth & Impact modifier. In the case of the NEO participants, the potential payouts that could be earned under the MIP for 2023 and that would be used to guide the Committee’s discretion under the MIP are noted in the MIP row of the above table. Amounts shown are based on the base salary earned during 2023. Actual payouts to each of the NEOs with respect to 2023 are included under the Non-Equity Incentive Plan Compensation column in the “Summary Compensation Table” at page 58. Each award is subject to and interpreted in accordance with the terms and conditions of the MIP, and no amount will be paid under the MIP unless and until the Committee has determined the extent to which the applicable performance goal has been met, the corresponding amount of the award earned by the participant, and the degree to which the Committee chooses to exercise its permitted discretion under the MIP.

  87. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

  88. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    | | OPTION AWARDS | | | | | STOCK AWARDS | | | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE(1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF SECURITIES UNDERLYING UNEXERCISED UNEARNED OPTIONS (#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS, OR OTHER RIGHTS THAT HAVE NOT VESTED(2) (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS, OR OTHER RIGHTS THAT HAVE NOT VESTED(2) ($) | | Christophe Beck (PEO) | 24,471 | 0 | — | 107.685 | 12/03/24 | — | — | — | — | | | 23,071 | 0 | — | 119.120 | 12/02/25 | — | — | — | — | | | 23,833 | 0 | — | 117.730 | 12/07/26 | — | — | — | — | | | 20,729 | 0 | — | 137.087 | 12/06/27 | — | — | — | — | | | 16,287 | 0 | — | 158.515 | 12/04/28 | — | — | — | — | | | 29,957 | 0 | — | 184.390 | 12/03/29 | — | — | — | — | | | 50,759 | 0 | — | 221.410 | 12/03/30 | — | — | — | — | | | 40,165 | 20,083 | — | 223.780 | 12/01/31 | — | — | 13,255 | 2,629,129 | | | 35,288 | 70,577 | — | 148.495 | 12/07/32 | — | — | 25,408 | 5,039,677 | | | 0 | 80,342 | — | 191.030 | 12/06/33 | — | — | 31,333 | 6,214,901 | | Scott D. Kirkland (PFO) | 2,753 | 0 | — | 107.685 | 12/03/24 | — | — | — | — | | | 2,884 | 0 | — | 119.120 | 12/02/25 | — | — | — | — | | | 3,972 | 0 | — | 117.730 | 12/07/26 | — | — | — | — | | | 4,146 | 0 | — | 137.087 | 12/06/27 | — | — | — | — | | | 3,189 | 0 | — | 158.515 | 12/04/28 | — | — | — | — | | | 3,159 | 0 | — | 184.390 | 12/03/29 | — | — | — | — | | | 4,230 | 0 | — | 221.410 | 12/03/30 | — | — | — | — | | | 11,714 | 5,858 | — | 223.780 | 12/01/31 | — | — | 3,866 | 766,821 | | | 13,527 | 27,055 | — | 148.495 | 12/07/32 | — | — | 9,740 | 1,931,929 | | | 0 | 23,210 | — | 191.030 | 12/06/33 | — | — | 9,052 | 1,795,464 | | Darrell R. Brown | 10,000 | 0 | — | 117.730 | 12/07/26 | — | — | — | — | | | 17,274 | 0 | — | 137.087 | 12/06/27 | — | — | — | — | | | 16,287 | 0 | — | 158.515 | 12/04/28 | — | — | — | — | | | 13,072 | 0 | — | 184.390 | 12/03/29 | — | — | — | — | | | 14,664 | 0 | — | 221.410 | 12/03/30 | — | — | — | — | | | 9,372 | 4,686 | — | 223.780 | 12/01/31 | — | — | 3,093 | 613,497 | | | 11,762 | 23,526 | — | 148.495 | 12/07/32 | — | — | 8,469 | 1,679,826 | | | 0 | 24,103 | — | 191.030 | 12/06/33 | — | — | 9,400 | 1,864,490 | | Machiel Duijser | 13,536 | 0 | — | 221.410 | 12/03/30 | — | — | — | — | | | 8,033 | 4,017 | — | 223.780 | 12/01/31 | 13,112(3) | 2,600,765 | 2,651 | 525,826 | | | 8,469 | 16,939 | — | 148.495 | 12/07/32 | — | — | 6,098 | 1,209,538 | | | 0 | 14,283 | — | 191.030 | 12/06/33 | — | — | 5,570 | 1,104,810 | | Lanesha T. Minnix | 7,410 | 14,822 | — | 148.495 | 12/07/32 | 5,382(4) | 1,067,520 | 5,336 | 1,058,396 | | | 0 | 13,390 | — | 191.030 | 12/06/33 | — | — | 5,222 | 1,035,784 |

  89. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    (1) Stock options have a ten-year contractual exercise term and vest ratably on the first three anniversaries of the date of grant, subject to the post-termination and change-in-control provisions generally described on page 68 under the heading “Potential Payments Upon Termination or Change in Control.” The vesting dates of the respective stock options held at December 31, 2023 that were unexercisable are summarized in the table below:

  90. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    | NAME | OPTION GRANT DATE | SECURITIES VESTING DECEMBER 2024 (#) | SECURITIES VESTING DECEMBER 2025 (#) | SECURITIES VESTING DECEMBER 2026 (#) | OPTION EXPIRATION DATE | | Christophe Beck (PEO) | 12/01/21 | 20,083 | 0 | 0 | 12/01/31 | | | 12/07/22 | 35,288 | 35,289 | 0 | 12/07/32 | | | 12/06/23 | 26,780 | 26,781 | 26,781 | 12/06/33 | | Scott D. Kirkland (PFO) | 12/01/21 | 5,858 | 0 | 0 | 12/01/31 | | | 12/07/22 | 13,527 | 13,528 | 0 | 12/07/32 | | | 12/06/23 | 7,736 | 7,737 | 7,737 | 12/06/33 | | Darrell R. Brown | 12/01/21 | 4,686 | 0 | 0 | 12/01/31 | | | 12/07/22 | 11,763 | 11,763 | 0 | 12/07/32 | | | 12/06/23 | 8,034 | 8,034 | 8,035 | 12/06/33 | | Machiel Duijser | 12/01/21 | 4,017 | 0 | 0 | 12/01/31 | | | 12/07/22 | 8,469 | 8,470 | 0 | 12/07/32 | | | 12/06/23 | 4,761 | 4,761 | 4,761 | 12/06/33 | | Lanesha T. Minnix | 12/07/22 | 7,411 | 7,411 | 0 | 12/07/32 | | | 12/06/23 | 4,463 | 4,463 | 4,464 | 12/06/33 |

  91. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2023

    (2) Represents PBRSU awards which cliff-vest after three years, subject to attainment of performance goals over a three-year performance period. In order from top to bottom, the PBRSUs have performance periods of 2022-2024, 2023-2025 and 2024-2026 and will vest on December 31, 2024, December 31, 2025 and December 31, 2026, respectively, and, subject to certification of results by the Compensation & Human Capital Management Committee, will be paid out in shares of Common Stock no later than March 15 following each vesting date. The amounts presented assume attainment of performance goals at target, which also represents maximum performance for the awards vesting in December 31, 2024 and December 31, 2025. The awards are subject to the post-termination and change-in-control provisions generally described at pages 68 through 71 under the heading “Potential Payments Upon Termination or Change in Control.” The reported market value of $198.350 per share is based on the closing market price of the Company’s Common Stock on December 29, 2023. (3) Represents the grant of an RSU award to Mr. Duijser on February 22, 2023. The award will vest as to 100% of the units on the fourth anniversary of the date of grant. Dividend equivalents are not paid or accrued on unvested units. The award is subject to the post-termination and change-in-control provisions generally described at pages 68 through 71 under the heading “Potential Payments Upon Termination or Change in Control.” The reported market value of $198.350 per share is based on the closing market price of the Company’s Common Stock on December 29, 2023. (4) Represents the grant of an RSU award to Ms. Minnix on August 3, 2022. The award will vest as to one-third of the units on each of the first three anniversaries of the date of grant. Dividend equivalents are not paid or accrued on unvested units. The award is subject to the post-termination and change-in-control provisions generally described at pages 68 through 71 under the heading “Potential Payments Upon Termination or Change in Control.” The reported market value of $198.350 per share is based on the closing market price of the Company’s Common Stock on December 29, 2023.

  92. OPTION EXERCISES AND STOCK VESTED FOR 2023

    OPTION EXERCISES AND STOCK VESTED FOR 2023

  93. OPTION EXERCISES AND STOCK VESTED FOR 2023

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE(1) (#) | VALUE REALIZED ON EXERCISE(1) ($) | NUMBER OF SHARES ACQUIRED ON VESTING(2) (#) | VALUE REALIZED ON VESTING(2) ($) | | Christophe Beck (PEO) | 25,830 | 1,820,291 | 11,167 | 2,214,974 | | Scott D. Kirkland (PFO) | 2,150 | 166,801 | 3,413(3) | 661,568(3) | | Darrell R. Brown | — | — | 3,226 | 639,877 | | Machiel Duijser | — | — | 7,181(3) | 1,251,755(3) | | Lanesha T. Minnix | — | — | 2,690(3) | 492,566(3) |

  94. OPTION EXERCISES AND STOCK VESTED FOR 2023

    (1) Represents the aggregate number of shares and dollar amount realized by the NEO upon exercise of one or more stock options during 2023. The dollar amount realized on exercise represents the difference between the fair market value of our Common Stock on the exercise date and the exercise price of the option. (2) Includes the PBRSU shares earned by Messrs. Beck, Brown, Duijser, and Kirkland for the 2021-2023 performance period that ended on December 31, 2023 because performance targets were met. The value shown as realized is based on the number of shares earned for the 2021-2023 performance period using the per-share closing market price of our Common Stock of $198.350 on December 29, 2023, although shares were not issued until Compensation & Human Capital Management Committee certification of results on February 21, 2024. (3) The number of shares acquired on vesting and value realized on vesting for Mr. Kirkland represents the sum of (a) 931 PBRSU shares with vesting and value realized as described in footnote (2) above and (b) 2,482 RSU shares vesting on December 3, 2023 with a value realized of $192.145 per share. The number of shares acquired on vesting and value realized on vesting for Mr. Duijser represents the sum of (a) 2,978 PBRSU shares with vesting and value realized as described in footnote (2) above and (b) 4,203 RSU shares vesting on February 26, 2023 with a value realized of $157.285 per share. The number of shares acquired on vesting and value realized on vesting for Ms. Minnix represents 2,690 RSU shares vesting on August 3, 2023 with a value realized of $183.11 per share. The PBRSU shares were earned for the 2021-2023 performance period that ended on December 31, 2023 because performance targets were met, with the value shown as realized for the PBRSU shares using the per-share closing market price of our Common Stock of $198.350 on December 29, 2023, although shares were not issued until Compensation & Human Capital Management Committee certification of results on February 21, 2024.

  95. PENSION BENEFITS FOR 2023

    PENSION BENEFITS FOR 2023

  96. PENSION BENEFITS FOR 2023

    | NAME | PLAN NAME | NUMBER OF YEARS OF CREDITED SERVICE (#) | PRESENT VALUE OF ACCUMULATED BENEFIT(1) ($) | PAYMENTS DURING LAST FISCAL YEAR ($) | | Christophe Beck (PEO) | Pension Plan | 16.00 | 148,309 | 0 | | | Mirror Pension Plan | 16.00 | 418,701 | 0 | | | SERP(2) | 18.10 | 2,086,811 | 0 | | Scott D. Kirkland (PFO) | Pension Plan | 18.00 | 227,103 | 0 | | | Mirror Pension Plan | 18.00 | 84,069 | 0 | | Darrell R. Brown | Pension Plan | 6.63 | 64,757 | 0 | | | Mirror Pension Plan | 6.63 | 125,214 | 0 | | | Australia Plan | 15.22 | 1,824,967 | 0 | | Machiel Duijser | Pension Plan | 3.00 | 27,347 | 0 | | | Mirror Pension Plan | 3.00 | 50,559 | 0 | | Lanesha T. Minnix | Pension Plan | 1.00 | 9,339 | 0 | | | Mirror Pension Plan | 1.00 | 9,431 | 0 |

  97. PENSION BENEFITS FOR 2023

    (1) The table shows the actuarial present value of the accumulated benefit for each executive officer under the plans identified above as of December 31, 2023 (November 30, 2023, for the Australia Plan). ▪ The actuarial present value is calculated using the same assumptions as are used by the Company for financial reporting purposes under generally accepted accounting principles, except that retirement age is assumed to be age 62. The present value is determined by using a discount rate of 4.96% for the Pension Plan and 4.79% for the Mirror Pension Plan and SERP for 2023 and assuming that benefits are vested at December 31, 2023. The present value of Mr. Brown’s current accrued benefit in the Australia Plan was determined based on a 5.77% discount rate and based on a conversion rate of 1.5140AUD = 1$U.S. ▪ The current accrued benefit for U.S. benefits is allocated between the tax-qualified Pension Plan and the related supplemental non-qualified plans based on the Internal Revenue Code limitations applicable to tax-qualified plans as of December 31, 2023. ▪ The present value of the Pension Plan, generally payable as a single life annuity, assumed mortality rates from the “Pre-2012 Mortality Table” with the MP-2021 projection scale. Mirror Pension and SERP annuities were valued assuming annual installment payments, or lump sums where available, using an interest rate of 6.00% and the mortality rates defined in the Mirror Pension and SERP plans as prescribed in Revenue Ruling 2001-62. Cash balance benefits were valued assuming future interest credits of 3.89% for periods after December 31, 2023. The cash balance annuity conversion for the SERP offset used the interest rate and mortality assumptions prescribed by the IRS under Internal Revenue Code Section 417(e) for pension lump-sum calculations at December 31, 2020, when the SERP benefit was frozen. (2) Mr. Beck has past service credits valued in the above table at $282,198 for 5.10 years of past service credit. The pension benefits described above relate to the following non-contributory defined benefit plans maintained by the Company:

  98. PENSION BENEFITS FOR 2023

    | | KEY FEATURES OF PENSION PLANS | | | | | | PENSION PLAN | PLAN DESCRIPTION | BENEFIT ACCRUAL FORMULA | VESTING | BENEFIT PAYMENTS | EARLY RETIREMENT PROVISIONS | | Pension Plan | Tax-qualified defined benefit plan that covers most U.S. employees of the Company and its U.S. affiliates. | Account credit at the end of each year equal to 3% of the participant’s compensation for that year plus an interest credit applied to the participant’s account balance on the first day of that year. Other legacy pension benefit formulas do not apply to the NEOs. ▪ Compensation includes base salary and annual cash incentive compensation for a plan year, and excludes long-term and non-cash incentive bonuses, up to IRS qualified plan compensation limit. | Vested after 3 years of continuous service. | Actuarial equivalent value of account balance using mortality and interest factors prescribed by the IRS for cash balance plans. ▪ Normal form of benefit is a single life only annuity for unmarried participants; joint and 50% survivor annuity for married participants. ▪ Optional forms of benefit include lump-sum and annuity options; death benefit to beneficiary if die before starting pension. | N/A — benefit payable at termination of employment; no subsidies for early retirement. | | Mirror Pension Plan | Non-qualified plan intended to restore benefits under the tax-qualified Pension Plan for certain executives whose benefits under the Pension Plan are reduced by Internal Revenue Code limits. | Same as Pension Plan, but only with respect to compensation and benefits that would otherwise exceed IRS qualified plan limits. | Vested after 3 years of continuous service and in the event of a change-in-control. | Actuarial equivalent value of account balance using mortality and interest factors prescribed by the IRS for cash balance plans. ▪ Normal form of benefit is 10 annual installments commencing after separation from service. ▪ Optional forms of benefits available to participants include 5-year annual installments, lump sum and annuity options. ▪ Payment is in a lump sum if the present value does not exceed $25,000 at time of distribution. ▪ Payments of benefits subject to Internal Revenue Code Section 409A to “specified employees” are delayed until 6 months after separation from service, and further delayed in accordance with IRS rules if an executive changes the time or form of payment. | N/A — benefit payable at termination of employment; no subsidies for early retirement. |

  99. PENSION BENEFITS FOR 2023

    | | KEY FEATURES OF PENSION PLANS | | | | | | PENSION PLAN | PLAN DESCRIPTION | BENEFIT ACCRUAL FORMULA | VESTING | BENEFIT PAYMENTS | EARLY RETIREMENT PROVISIONS | | SERP | Non-qualified supplemental executive retirement plan intended to ensure a pension benefit that replaces a significant portion of the income of certain executives. ▪ Mr. Beck is the only NEO in this plan. | Maximum SERP benefit equals 2% of final average compensation multiplied by years of credited service (up to 30 years), reduced by the benefits payable under the Pension Plan, the Mirror Pension and 50% of the age 65 Primary Social Security benefit. ▪ Plan provides an additional “past service benefit” to certain executives hired by the Company after age 35 since the executive would not be able to earn the maximum benefit by age 65. Annual past service benefit equals 1% of the difference between final average compensation and annualized earnings at the time of joining the Company (“first year earnings”) multiplied by the difference between the executive’s age at date of hire and 35. ▪ Compensation is determined without regard to IRS qualified plan compensation limit. ▪ Benefit accruals frozen after December 31, 2020. | Vested after 10 years of service and age 55, or at age 65, and in the event of a change-in-control. | Benefit formula described above. ▪ Normal form of benefit, election of optional forms of benefit, and time of commencement the same as under the Mirror Pension. ▪ Payment is in a lump sum if the present value does not exceed $25,000 at time of distribution. ▪ Payments of benefits subject to Internal Revenue Code Section 409A to “specified employees” are delayed until 6 months after separation from service, and further delayed in accordance with IRS rules if an executive changes the time or form of payment. | Benefit reduced by 1/280th for each month by which the commence-ment date precedes age 62. | | Australia Plan | Defined benefit pension plan covering certain employees of Ecolab in Australia, meeting local government requirements for broad-based retirement plans. ▪ Mr. Brown is the only NEO in this plan. | Benefit is equal to the greatest of: ▪ Amount determined in accordance with the formula of R x PS x FAE, where R is 15% per annum based on Mr. Brown’s membership category; PS is the participant’s plan service completed at the date the participant became a frozen member, with fractions of a year in complete days counting pro-rata; and FAE is the final pensionable earnings of the participant determined on the date of calculation/ retirement, subject to a maximum of 7 x FAE; ▪ Twice the participant’s own basic contribution account; and ▪ Minimum requisite benefit under the Australian SG Act. Mr. Brown does not accrue additional benefits with respect to his service or compensation earned or paid in 2023, other than an annual salary adjustment of 3% to reflect the passage of time. | Mr. Brown is 100% vested. | Account balance is paid in a lump sum at termination of employment. | Eligibility at age 55 for full normal retirement benefit. |

  100. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

    NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

  101. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY(1) ($) | REGISTRANT CONTRIBUTIONS IN LAST FY(2) ($) | AGGREGATE EARNINGS IN LAST FY ($) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT LAST FY(3) ($) | | Christophe Beck (PEO) | 371,600 | 278,700 | 469,965 | 0 | 2,420,933 | | Scott D. Kirkland (PFO) | 36,600 | 27,450 | 38,585 | 0 | 294,863 | | Darrell R. Brown | 162,236 | 121,677 | 76,251 | 0 | 606,732 | | Machiel Duijser | 95,351 | 71,513 | 9,170 | 0 | 87,568 | | Lanesha T. Minnix | 0 | 0 | 0 | 0 | 0 |

  102. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

    (1) Reflects contributions credited to the NEO’s account in the Mirror Savings Plan described below, including deferrals on base salary earned in 2023 and annual cash incentive earned in respect of 2023 (which amounts are included in the Salary and Non-Equity Incentive Plan columns of the “Summary Compensation Table”, at page 58). (2) Reflects the Company’s matching contributions on the NEO’s deferral of base salary earned in 2023 and annual cash incentive earned in respect of 2023, which were credited to the NEO’s account in the Mirror Savings Plan described below (which amounts are included in the All Other Compensation column of the “Summary Compensation Table”, at page 58). (3) Amounts reported in the aggregate balance at last fiscal year end include the following amounts which were previously reported as compensation to the NEO in the “Summary Compensation Table”: Mr. Beck, $892,976 (Mr. Beck was an NEO in 2015-2017 and 2019-2022); Mr. Brown, $199,765 (Mr. Brown was an NEO in 2018 and 2022-2023), and Mr. Kirkland, $46,550 (Mr. Kirkland was an NEO in 2023). Ms. Minnix was an NEO in 2023 but did not defer any amounts in 2023; Mr. Duijser has not previously been an NEO.

  103. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

    | KEY FEATURES OF MIRROR SAVINGS PLAN | | | | | | | PLAN | PLAN DESCRIPTION | BENEFIT FORMULA | VESTING | BENEFIT PAYMENTS | EARLY RETIREMENT PROVISIONS | | Mirror Savings Plan | Non-qualified defined contribution deferred compensation and excess benefit plan intended to restore benefits under the Company’s tax-qualified 401(k) plan for certain executives whose benefits under the 401(k) plan are reduced by Internal Revenue Code limits. | ▪ Participants may defer 8% of base salary in excess of the Internal Revenue Code compensation limit for tax-qualified plans and up to 100% of annual cash incentive compensation for the calendar year. ▪ Company matching contribution is equal to: (i) 100% of the amount of the NEO’s deferrals that do not exceed 4% of covered compensation, plus (ii) 50% of the NEO’s deferrals that exceed 4% but do not exceed 8% of the NEO’s covered compensation. ▪ Compensation is determined without regard to IRS qualified plan compensation limit. | 100% vested. | ▪ Normal form is 10-year annual installments at separation from service, with optional forms of benefits of 5-year annual installments or a lump-sum. ▪ Payments of benefits subject to Internal Revenue Code Section 409A to “specified employees” are delayed until 6 months after separation from service, and further delayed in accordance with IRS rules if an executive changes the time or form of payment. | N/A — no early retirement provisions. |

  104. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

    An account for Mirror Savings Plan benefits is maintained on the Company’s books in the name of each participating executive. The account is credited with phantom earnings at the same rate as earnings on externally managed investment funds available to participants in the Company’s tax-qualified deferred compensation plans. An executive is allowed to elect the investment fund or funds that will apply and may change the election at any time, provided that an executive officer is not permitted to elect the Company stock fund.

  105. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The Company maintains certain plans, policies, and practices covering NEOs that will require it to provide incremental compensation upon certain types of terminations, including termination due to a change in control of the Company.

  106. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Overview |

  107. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    The following discussion describes additional amounts that the Company would pay or provide to an NEO or his or her beneficiaries as a result of termination of employment in each of the following situations: voluntary resignation, discharge for cause, discharge without cause, resignation due to constructive discharge, death or disability, and change in control of the Company. For purposes of this discussion, estimated benefits are calculated as if the termination and/or change in control occurred on December 31, 2023, PBRSU and RSU awards are valued based on the value of a share of the Company’s stock of $198.35, which is the closing price on December 29, 2023, the last business day of the Company’s fiscal year, and option awards are valued based on the difference between $198.35 and the per share exercise price of the respective awards. As permitted by SEC rules, the following discussion and amounts do not include the payments and benefits that are not enhanced by the termination of employment or change in control. These payments and benefits are referred to hereafter in this discussion as “vested benefits.”

  108. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Voluntary Resignation or Retirement |

  109. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    The Company is not obligated to pay any amounts in addition to the NEO’s vested benefits in the event of a voluntary termination of employment, unless the executive’s age and years of service qualify for special provisions applicable for retirement under the plans described below. Two of our NEOs, Mr. Beck, and Mr. Brown, would have been entitled to some or all of such special retirement provisions as of December 31, 2023, as follows:

  110. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | | | ACCELERATED PORTION OF STOCK OPTIONS(3) | | ACCELERATED PORTION OF PBRSUs(4) | | TOTAL (EXCLUDING RETIREE LIFE INSURANCE) ($) | | NAME | ANNUAL CASH INCENTIVE(1) ($) | RETIREE LIFE INSURANCE(2) ($) | NUMBER (#) | VALUE ($) | NUMBER (#) | VALUE ($) | | | Christophe Beck (PEO) | 3,731,250 | 750,000 | 90,660 | 3,518,616 | 38,663 | 7,668,806 | 14,918,672 | | Darrell R. Brown | 1,570,453 | — | 28,212 | 1,172,889 | 11,562 | 2,293,323 | 5,036,665 |

  111. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) If termination is after age 55 and completion of at least three years of service, the executive would receive their earned annual cash incentive under the Company’s annual cash incentive program as reported in the Non-Equity Incentive Plan Compensation column of the “Summary Compensation Table” at page 58. (2) Certain elected corporate officers, including Mr. Beck, who terminate employment at or after: (i) attaining age 55 and completing at least ten years of service or (ii) attaining age 65 are covered by an executive life insurance policy. Under the program, the beneficiary of the retired executive is entitled to a death benefit equal to two times the executive’s average compensation for the five consecutive years of employment preceding retirement which yields the highest average compensation, subject to the maximum of $750,000. (3) If termination is after: (i) age 55 and (ii) completion of at least five years of service, the NEO would be entitled to accelerated vesting for options held at least six months and an extended, post-retirement exercise period of five years (or the remaining term of the options, if shorter). Otherwise, all options may be exercised at any time during the three months after termination of employment, but not beyond the original ten-year term of the option. The closing stock price on December 29, 2023, the last business day of the Company’s fiscal year, of $198.35, is below the exercise price of certain stock options that would be accelerated and which are reported as having no intrinsic value, as follows: Mr. Beck, 20,083 options, and Mr. Brown, 4,686 options. (4) If termination is after: (i) age 55 and (ii) completion of at least five years of service, service-vesting conditions with respect to PBRSU awards held at least six months will be deemed satisfied, but vesting remains subject to the attainment of performance goals. The listed value of the accelerated vesting of the PBRSUs for each of the NEOs assumes full attainment of performance goals, payment after the end of the performance period, and a stock price of $198.35.

  112. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Discharge for Cause |

  113. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    The Company is not obligated to pay any amounts in addition to the NEO’s vested benefits in the event of a termination of employment for cause as defined under the Company’s stock incentive plans. Certain elected corporate officers, including Mr. Beck, with qualifying age and years of service would receive coverage under the retiree life insurance program described in the above section entitled “Voluntary Resignation.”

  114. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Death or Disability |

  115. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    In the event of a termination as a result of death or disability, the NEO or his or her beneficiaries would be entitled to the following benefits in addition to his or her vested benefits:

  116. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | EXECUTIVE LONG-TERM DISABILITY BENEFITS(1) ($ PER MONTH) | EXECUTIVE LIFE INSURANCE(2) ($) | ANNUAL CASH INCENTIVE(3) | ACCELERATED PORTION OF STOCK OPTIONS(4) | | ACCELERATED PORTION OF PBRSUs(5) AND RSUs(6) | | TOTAL (EXCLUDING EXECUTIVE LIFE INSURANCE AND LONG-TERM DISABILITY BENEFITS) ($) | | NAME | | | | NUMBER (#) | VALUE ($) | NUMBER(7) (#) | VALUE(7) ($) | | | Christophe Beck (PEO) | 35,000 | 9,000,000 | 3,731,250 | 171,002 | 4,106,720 | 69,996 | 13,883,707 | 21,721,677 | | Scott D. Kirkland (PFO) | 35,000 | — | 1,570,453 | 56,123 | 1,518,724 | 22,658 | 4,494,214 | 7,583,391 | | Darrell R. Brown | 35,000 | — | 1,570,453 | 52,315 | 1,349,323 | 20,962 | 4,157,813 | 7,077,589 | | Machiel Duijser | 31,250 | — | 906,887 | 35,239 | 949,045 | 27,431 | 5,440,939 | 7,296,871 | | Lanesha T. Minnix | 32,500 | — | 1,086,980 | 28,212 | 836,966 | 15,940 | 3,161,699 | 5,085,645 |

  117. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) Certain executives who become “disabled” will, following a 180-day elimination period, receive payments from the Company equal to 60% of his or her base salary and annual cash incentive, reduced by the benefit paid under the Company’s insured long-term disability plan available to all full-time employees (which is limited to $15,000 per month). Total disability benefits are limited to $35,000 per month. (2) Mr. Beck is covered by an executive life insurance policy which provides his beneficiary with an insured basic executive death benefit equal to three times base salary and target annual cash incentive for the year preceding the death, subject to a maximum benefit of $9,000,000; for an accidental death, an additional amount equal to the lesser of the death benefit or $6,000,000; for a death while on Company business, an additional amount equal to the lesser of three times annual compensation for the year preceding the death or $6,000,000. (3) In the event of the executive’s death or disability, the NEO would receive their earned annual cash incentive under the Company’s annual cash incentive program as reported in the Non-Equity Incentive Plan Compensation column of the “Summary Compensation Table” at page 58. (4) If employment terminates as a result of death or disability, the vesting of options is accelerated and the post-death/ disability exercise period is extended to five years (or the remaining term of the options, if shorter). The closing stock price on December 29, 2023, the last business day of the Company’s fiscal year, of $198.35, is below the exercise price of certain stock options that would be accelerated and which are reported as having no intrinsic value, as follows: Mr. Beck, 20,083 options, Mr. Brown, 4,686 options, and Mr. Duijser, 4,017 options, Mr. Kirkland, 5,858 options. (5) If employment terminates as a result of death or disability, service-based vesting conditions on PBRSUs will be deemed satisfied, but vesting remains subject to attainment of performance goals. The listed value of the accelerated vesting of the PBRSUs for each of the NEOs assumes full attainment of performance goals, payment after the end of the performance period, and a stock price of $198.35. (6) If employment terminates as a result of death or disability, the vesting of RSU awards is accelerated. (7) Amounts are with respect to PBRSUs for Messrs. Beck, Brown, and Kirkland, and PBRSUs and RSUs for Ms. Minnix (10,558 PBRSUs/ $2,094,179 and 5,382 RSUs/$1,067,520), and Mr. Duijser (14,319 PBRSUs/$2,840,174 and 13,112 RSUs/$2,600,765).

  118. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Discharge Not for Cause: Resignation Due to Constructive Discharge |

  119. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    The Company negotiates separation arrangements on a case-by-case basis if an executive’s employment is terminated involuntarily without cause or if the executive resigns as a result of a constructive discharge. Any such negotiated settlement would be conditioned on the executive signing a general release and waiver of claims against the Company and would typically require compliance with confidentiality and non-compete restrictions. Cash separation payments will generally be made in equal installments over regular payroll periods. In addition, the Compensation & Human Capital Management Committee may, at its discretion, accelerate the vesting of PBRSU and RSU awards. The PBRSU awards further provide that vesting of the service-based vesting conditions will be accelerated on a pro-rated basis in the event an executive’s employment is terminated without cause, with payment of the pro-rated award subject to satisfaction of applicable performance criteria. Furthermore, if an executive’s position, age, and years of service qualify at time of termination, the executive would receive benefits under the same special provisions applicable for retirement as are described in the section entitled “Voluntary Resignation or Retirement” above. As noted in that section, two of our NEOs, Mr. Beck and Mr. Brown, would have been entitled to such special retirement provisions as of December 31, 2023.

  120. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | PAYMENTS(1) ($) | STOCK OPTIONS(2) | | PBRSUs AND RSUs | | TOTAL VALUE ($) | | NAME | | NUMBER (#) | VALUE ($) | NUMBER (#) | VALUE(3) ($) | | | Christophe Beck (PEO) | 6,500,000 | — | — | 17,306 | 3,432,645 | 9,932,645 | | Scott D. Kirkland (PFO) | 3,200,000 | — | — | 5,824 | 1,155,190 | 4,355,190 | | Darrell R. Brown | 3,200,000 | — | — | 4,885 | 968,940 | 4,168,940 | | Machiel Duijser | 2,187,500 | — | — | 3,800 | 753,730 | 2,941,230 | | Lanesha T. Minnix | 2,405,000 | — | — | 1,779 | 352,865 | 2,757,865 |

  121. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) For purposes of this disclosure, we have assumed that the negotiated settlement includes payment of up to two years’ base salary and target annual cash incentive for each of the NEOs listed. (2) At the discretion of the Compensation & Human Capital Management Committee, the vesting of options may be accelerated or extended and the exercise period extended. For purposes of this disclosure, we have assumed that the negotiated settlement does not provide for accelerated vesting of stock options. (3) In addition, the Compensation & Human Capital Management Committee may, at its discretion, accelerate the vesting of PBRSU and RSU awards. The PBRSU awards further provide that vesting of the service-based vesting conditions will be accelerated on a pro-rated basis in the event an executive’s employment is terminated without cause, with payment of the pro-rated award subject to satisfaction of applicable performance criteria. For purposes of this disclosure, we have assumed that the negotiated settlement does not provide for any additional acceleration of vesting, other than the pro-rated vesting provided in the PBRSU awards.

  122. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Change in Control (Double Trigger) |

  123. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    The Company maintains a Change-in-Control Severance Compensation Policy (the “Policy”) which applies to elected officers (other than assistant officers) of the Company, including each NEO. The Policy provides for benefits if, within two years following a change in control, the officer’s employment with the Company is terminated without Just Cause (as defined in the Policy) or the officer voluntarily terminates employment for Good Reason (as defined in the Policy), conditioned on the executive’s execution of a general release and waiver of claims. The Policy does not provide a gross-up for the 280G excise tax. However, the Policy does provide for a reduction of payments if the Policy results in higher after-tax income to the participant due to 280G excise tax. The Company’s stock incentive plans also provide for certain benefits at change in control as defined in those plans. Unless an outstanding option, PBRSU award or RSU award is continued, assumed, or replaced by the Company or the surviving or successor entity in connection with the change in control, or if such option or award is continued, assumed or replaced but an executive’s employment or other service is terminated without Cause or is terminated by the executive for Good Reason within two years after the change in control, then: (i) each of the executive’s outstanding options will become exercisable in full and remain exercisable for the remaining term of the option, (ii) each of the holder’s unvested RSU awards and PBRSU awards will fully vest, and (iii) any performance goals applicable to the holder’s PBRSU awards will be deemed to have been satisfied to the target level of performance. However, in the event the awards are not continued, assumed or replaced by the Company or the surviving or successor entity, the Compensation & Human Capital Management Committee may elect to terminate such options or awards in exchange for a payment with respect to each option or award in an amount equal to the excess, if any, between the fair market value of the shares subject to the option or award immediately prior to the effective date of such change in control (which may be the fair market value of the consideration to be received in the change-in-control transaction for the same number of shares) over the aggregate exercise price (if any) for the shares subject to such option or award (or, if there is not excess, such option or award may be terminated without payment). The table below summarizes the maximum additional payments the Company would be obligated to make if a qualifying termination in connection with a change in control occurred on December 31, 2023.

  124. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | SEVERANCE PAYMENTS | | | | | EQUITY AWARDS | | | | TOTAL POTENTIAL VALUE(8) ($) | | | | | | | (A) | (B) | | (C) | | | | | CASH LUMP SUM(1) ($) | ACCELERATED PORTION OF PENSION(2) ($) | OUTPLACEMENT SERVICE FEES(3) ($) | HEALTH INSURANCE PREMIUMS(4) ($) | TOTAL SEVERANCE PAYMENTS ($) | ACCELERATED PORTION OF STOCK OPTIONS | | ACCELERATED PORTION OF PBRSU AND RSU AWARDS | | | | NAME | | | | | | NUMBER(5) (#) | VALUE(6) ($) | NUMBER (#) | VALUE(7) ($) | | | Christophe Beck | 6,500,000 | — | 260,000 | 39,623 | 6,799,623 | 171,002 | 4,106,720 | 69,996 | 13,883,707 | 24,790,050 | | Scott D. Kirkland | 3,200,000 | — | 160,000 | 39,623 | 3,399,623 | 56,123 | 1,518,724 | 22,658 | 4,494,214 | 9,412,561 | | Darrell R. Brown | 3,200,000 | — | 160,000 | 29,174 | 3,389,174 | 52,315 | 1,349,323 | 20,962 | 4,157,813 | 8,896,310 | | Machiel Duijser | 2,187,500 | — | 125,000 | 43,256 | 2,355,756 | 35,239 | 949,045 | 27,431 | 5,440,939 | 8,745,740 | | Lanesha T. Minnix | 2,405,000 | — | 130,000 | 39,623 | 2,574,623 | 28,212 | 836,966 | 15,940 | 3,161,699 | 6,573,288 |

  125. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) Cash severance payment equal to: (i) two times the sum of the officer’s base salary plus target annual cash incentive; plus (ii) a pro-rated portion of the target annual cash incentive for the year of termination. (2) Represents that portion of the actuarial present value of accumulated pension benefits reported in the “Pension Benefits for 2023” table at page 64 which would become payable upon a change in control as a result of acceleration of vesting. (3) Up to 20% of base salary. (4) Subsidy on medical and dental continuation costs for 18 months based on premiums and elections in effect in December 2023. (5) Total number of unvested options as of December 31, 2023. (6) All options may be exercised at any time during the three months (or five years if retirement eligible) after employment after the change in control, but not beyond the original ten-year term of the option. The closing stock price on December 29, 2023, the last business day of the Company’s fiscal year, of $198.35, is below the exercise price of certain stock options that would be accelerated and which are reported as having no intrinsic value, as follows: Mr. Beck, 20,083 options, Mr. Brown, 4,686 options, and Mr. Duijser, 4,017 options, Mr. Kirkland, 5,858 options. (7) Represents the value of PBRSU and RSU awards as of December 31, 2023, that would be accelerated at a stock price of $198.35. Amounts are with respect to PBRSUs for Messrs. Beck, Brown and Kirkland, and PBRSUs and RSUs for Ms. Minnix (10,558 PBRSUs/ $2,094,179 and 5,382 RSUs/$1,067,520), and Mr. Duijser (14,319 PBRSUs/$2,840,174 and 13,112 RSUs/$2,600,765). (8) Represents the sum of amounts in Column (A) Total Severance Payments, (B) Accelerated Portion of Stock Options, and (C) Accelerated Portion of PBRSU and RSU Awards.

  126. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K promulgated under the Exchange Act, we are providing the following information about the relationship between executive compensation actually paid and certain measures of financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the “Compensation Discussion and Analysis” beginning at page 40. For purposes of the tables below, the principal executive officer (“PEO”) and non-PEO named executive officers for 2020, 2021, 2022 and 2023 are the following:

  127. PAY VERSUS PERFORMANCE

    | YEAR | PEO | NON-PEO NAMED EXECUTIVE OFFICERS | | 2023 | Christophe Beck | Scott D. Kirkland, Darrell R. Brown, Machiel Duijser, and Lanesha T. Minnix | | 2022 | Christophe Beck | Scott D. Kirkland, Lanesha T. Minnix, Laurie M. Marsh, and Darrell R. Brown | | 2021 | Christophe Beck | Daniel J. Schmechel, Angela M. Busch, Timothy P. Mulhere, and Douglas M. Baker, Jr. | | 2020 | Douglas M. Baker, Jr. | Daniel J. Schmechel, Christophe Beck, Machiel Duijser and Elizabeth A. Simermeyer |

  128. PAY VERSUS PERFORMANCE

    | (A) | (B) | (C) | (D) | (E) | (F) | (G) | (H) | (I) | | | SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1) ($) | COMPENSATION ACTUALLY PAID TO PEO(2) ($) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS(3) ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVE OFFICERS(4) ($) | VALUE OF FIXED $100 INVESTMENT BASED ON: | | NET INCOME(7) ($ MILLIONS) | ADJUSTED EPS(8) ($) | | YEAR | | | | | TOTAL SHAREHOLDER RETURN(5) (#) | PEER GROUP TOTAL SHAREHOLDER RETURN(6) ($) | | | | 2023 | 15,547,055 | 22,727,541 | 5,005,743 | 7,106,251 | 107.41 | 151.73 | 1,372.3 | 5.21 | | 2022 | 8,720,419 | 2,627,030 | 4,044,487 | 2,631,032 | 77.87 | 134.30 | 1,091.7 | 4.49 | | 2021 | 8,365,888 | 10,099,689 | 3,082,720 | 4,579,856 | 123.79 | 151.89 | 1,129.9 | 4.69 | | 2020 | 16,905,180 | 18,110,719 | 5,434,441 | 5,377,090 | 113.17 | 119.36 | (1,205.1) | 4.02 |

  129. PAY VERSUS PERFORMANCE

    (1) The dollar amounts reported in column (B) are the amounts of total compensation reported for the PEO for each corresponding year in the “Total” column of the “Summary Compensation Table” at page 58. (2) The dollar amounts reported in column (C) represent the amount of “compensation actually paid” to the PEO, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to the PEO during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to the PEO’s total compensation for each year to determine the compensation actually paid:

  130. PAY VERSUS PERFORMANCE

    | YEAR | REPORTED SUMMARY COMPENSATION TABLE TOTAL FOR PEO ($) | REPORTED VALUE OF EQUITY AWARDS(a) ($) | EQUITY AWARD ADJUSTMENTS(b) ($) | REPORTED CHANGE IN THE ACTUARIAL PRESENT VALUE OF PENSION BENEFITS(c) ($) | PENSION BENEFIT ADJUSTMENTS(d) ($) | COMPENSATION ACTUALLY PAID TO PEO ($) | | 2023 | 15,547,055 | (9,930,288) | 17,279,060 | (195,936) | 27,650 | 22,727,541 | | 2022 | 8,720,419 | (7,531,081) | 1,398,052 | 0 | 39,640 | 2,627,030 | | 2021 | 8,365,888 | (5,750,129) | 7,440,403 | 0 | 43,527 | 10,099,689 | | 2020 | 16,905,180 | (10,854,129) | 16,619,383 | (4,601,533) | 41,818 | 18,110,719 |

  131. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE For the year ended December 31, 2023, the annual total compensation for our CEO was $15,547,055, as reported in the final column of the “Summary Compensation Table” at page 58, and the annual total compensation for our global median employee was $49,177, calculated in accordance with the rules applicable to the “Summary Compensation Table”. For the year ended December 31, 2023, the annual total compensation for our CEO was 316 times the annual total compensation for our global median employee.

  132. PAY RATIO DISCLOSURE

    | For purposes of identifying our global median employee in 2023, we used our global employee population as of November 1, 2023, which consisted of 53,048 total global employees, of whom 19,418 were employed in the United States and 33,630 were employed in foreign jurisdictions. As permitted by SEC rules, we excluded leased employees and independent contractors, as well as 2,599 employees in the following foreign jurisdictions: | |

  133. PAY RATIO DISCLOSURE

    | COUNTRY | NUMBER OF EMPLOYEES | | Lebanon | 1 | | Suriname | 1 | | Antigua and Barbuda | 2 | | Jordan | 2 | | Tunisia | 4 | | Guam | 7 | | Tanzania | 19 |

  134. PAY RATIO DISCLOSURE

    | COUNTRY | NUMBER OF EMPLOYEES | | Uganda | 23 | | El Salvador | 26 | | Nicaragua | 28 | | Ukraine | 35 | | Honduras | 40 | | Pakistan | 74 |

  135. PAY RATIO DISCLOSURE

    | COUNTRY | NUMBER OF EMPLOYEES | | Venezuela | 86 | | Malta | 103 | | Vietnam | 122 | | Egypt | 202 | | Philippines | 858 | | Indonesia | 966 |

  136. PAY RATIO DISCLOSURE

    After giving effect to these exclusions, the number of global employees from which our global median employee was identified was 50,449. To identify the median employee, we first calculated the sum of base salary and target bonus for the global population. We annualized this amount for global employees who commenced employment during that period. For global employees paid in currencies other than U.S. dollars, we converted to U.S. dollars using treasury rates as of September 30, 2023. Upon calculating the median amount of compensation utilizing this methodology, we applied statistical sampling with the assistance of an outside expert to identify the population of global employees with compensation within a 5 percent range around the median. From this population of employees, we identified a median employee and then calculated their total annual compensation. We believe the pay ratio presented above is a reasonable estimate calculated in a manner consistent with applicable SEC rules. Because the SEC rules for identifying the global median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

  137. PAY RATIO DISCLOSURE

    | PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | The Board of Directors recommends that the stockholders vote FOR the ratification of the appointment of PwC as our independent registered public accounting firm for the year ending December 31, 2024. |

  138. PAY RATIO DISCLOSURE

    The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of our independent auditors. The Audit Committee assesses the independent auditor annually, and considers many factors, including: ▪ the firm’s independence and process for monitoring and maintaining its independence, ▪ the capabilities of the firm’s personnel and key members of the engagement team, ▪ how well the firm meets agreed objectives for the audit, ▪ the firm’s responsiveness, ▪ the firm’s objectivity, ▪ their knowledge of our business, ▪ their status as a registered public accounting firm with the Public Company Accounting Oversight Board (United States) (“PCAOB”) as required by the Sarbanes-Oxley Act of 2002 and the Rules of the PCAOB, ▪ the reasonableness of the fees for the engagement, and ▪ the quality and frequency of communication with the Company and the Audit Committee. The Audit Committee requires the lead engagement partner to rotate periodically, and no less frequently than every five years, to support their independence. After assessing the qualifications, performance, and independence of PricewaterhouseCoopers LLP (“PwC”), which has served as this Company’s independent auditor since 1970, the Audit Committee appointed PwC as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2024, and to perform other appropriate services. The Audit Committee considered a number of factors in determining whether to re-engage PwC as the Company’s independent registered public accounting firm for the year ending December 31, 2024, including: ▪ the firm’s professional qualifications and resources, ▪ the firm’s past performance, ▪ the firm’s capabilities in handling the breadth and complexity of our business, ▪ the length of time the firm has served in this role, and ▪ the potential impact of changing independent auditors which may include loss of efficiencies. Representatives of PwC are expected to be present at our Annual Meeting of Stockholders. They will have an opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions. PwC has provided professional services to the Company in 2023, the aggregate fees and expenses of which are reported at page 81.

  139. PAY RATIO DISCLOSURE

    | | The Board of Directors recommends that the stockholders vote FOR the ratification of the appointment of PwC as our independent registered public accounting firm for the year ending December 31, 2024. Although stockholder ratification of the appointment of our independent registered public accounting firm is not required, the Board believes it is a matter of good governance to submit the appointment of PwC for stockholder consideration and ratification. If the appointment of PwC is not ratified, the Audit Committee will reconsider the matter, but will not be required to change its decision to appoint PwC as independent registered public accounting firm. Unless a contrary choice is specified, proxies solicited by our Board of Directors will be voted FOR ratification of the appointment of PwC. |