DEF 14A of Ecolab Inc., Mar 24, 2025

DEF 14A of Ecolab Inc.

Filed Mar 24, 2025 · FY20240001104659-25-027292

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The Board of Directors is asking you to elect 13 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 85.

  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 | 52 | 2024 | | 0 | | | Shari L. Ballard | | CEO, Minnesota United FC | 58 | 2018 | | 0 | | | Christophe Beck | | Chairman and CEO, Ecolab Inc. | 57 | 2020 | | 1 | | | Michel D. Doukeris | | CEO, Anheuser-Busch InBev SA/NV | 51 | 2025 | | 2* | | | Eric M. Green | | Chairman, President, and CEO, West Pharmaceutical Services, Inc. | 55 | 2022 | | 1 | | | Marion K. Gross | | Executive Vice President and Global Chief Supply Chain Officer, McDonald’s Corporation | 64 | 2025** | | 0 | | | Michael Larson | | Chief Investment Officer to William H. Gates III | 65 | 2012 | | 3 | | | David W. MacLennan | | Former Chairman and CEO, Cargill, Incorporated | 65 | 2015 | | 1 | | | Tracy B. McKibben | | Founder and CEO, MAC Energy Advisors LLC | 55 | 2015 | | 1 | | | Lionel L. Nowell III | | Former Senior Vice President and Treasurer, PepsiCo, Inc. | 70 | 2018 | | 2 | | | Victoria J. Reich | | Former Senior Vice President and CFO, Essendant Inc. | 67 | 2009 | | 2 | | | Suzanne M. Vautrinot | | President, Kilovolt Consulting, Inc.; retired Major General of the U.S. Air Force | 65 | 2014 | | 3 | | | John J. Zillmer | | CEO and Director, Aramark | 69 | 2006 | | 2 |

  3. DIRECTOR NOMINEES

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

  4. DIRECTOR NOMINEES

    * As an integral part of his job duties as CEO of Anheuser-Busch InBev SA/NV (“AB InBev”), Mr. Doukeris sits on the boards of two publicly traded companies that are majority owned and controlled by AB InBev. ** Ms. Gross will retire from McDonald’s Corporation prior to her appointment to the Board of Directors. Ms. Gross is expected to be appointed to the Board after her retirement and before the Annual Meeting.

  5. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The Governance Committee of our Board of Directors has nominated the 13 persons named on the following pages for election at the 2025 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 appointed by stockholders at the 2024 Annual Meeting, except for Mr. Doukeris and Ms. Gross. Mr. Doukeris was elected to the Board effective February 20, 2025, and Ms. Gross is expected to be appointed to the Board after her retirement from McDonald’s Corporation and before the 2025 Annual Meeting. Committee assignments for Mr. Doukeris and Ms. Gross will be determined at a later date. Both nominees were initially referred by an external search firm that was retained to identify potential candidates, recommended by the Governance Committee and interviewed by independent members of the Board. We would like to thank our valued colleague, Arthur J. Higgins, who is not standing for re-election, for his service and valuable contributions to the Board.

  6. 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 Governance Committee seeks to ensure that directors have a wide range of professional and personal skills that will support meaningful contributions to the strategic vision of the Company and oversight of business risks. We believe directors with such diversity of skills and experiences provide a deeper and better understanding of our customers and the business environments in which they operate, our end markets, and our associate experiences in the global workforce. The Committee also considers 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 and the Corporate Governance Principles, the Governance Committee will identify, evaluate and recommend, and the Board nominates, candidates for election or re-election to the Board, based on criteria including the following: ▪ the highest standards of personal and professional integrity ▪ the ability and judgment to serve the long-term interest of our stockholders ▪ relevant background, professional expertise and experience relevant to our business that will contribute to the overall effectiveness of the Board ▪ 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. Effective as of the Annual Meeting, the size of our Board of Directors will be 13 members.

  7. 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 expertise and experience, interviews potential candidates, and recommends nominees | Board of Directors evaluates candidates, reviews conflicts and independence, interviews recommended candidates, and selects nominees | Stockholders vote on nominees at our Annual Meeting of Stockholders | Regular and deliberate refreshment resulting in balanced tenure and experience needed by the Company |

  8. 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 experience, expertise, and skills of our director nominees and our Board as a whole.

  9. DIRECTOR NOMINEE EXPERIENCE AND QUALIFICATIONS

    | Director Experience, Expertise, and Skills |

  10. DIRECTOR NOMINEE EXPERIENCE AND QUALIFICATIONS

    Our Board believes these experiences, expertise, and skills contribute to effective oversight of our strategy and operations and are aligned with our long-term business strategies.

  11. 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 market, technology, and operations of our largest businesses, including the Industrial business, Institutional & Specialty business, Healthcare & Life Sciences business, and Pest Elimination business. | | | Global business operations | With 47% of sales 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 | This expertise offers important insight into our strategic and operational goals to drive growth and higher returns through products that help customers achieve responsible water and energy use. | | | 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. |

  12. 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.

  13. DIRECTOR NOMINEE EXPERIENCE AND QUALIFICATIONS

    | | | DIRECTORS | | | | | | | | | | | | | | DIRECTOR EXPERIENCE, EXPERTISE, AND SKILLS | | ALTHOFF | BALLARD | BECK | DOUKERIS | GREEN | GROSS | 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 | | | | | | | | | | | | | |

  14. DIRECTOR NOMINEE EXPERIENCE AND QUALIFICATIONS

    The following charts illustrate the Board composition after the Annual Meeting. Our Board selected these 13 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 2024 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 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.

  15. 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:

  16. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | JUDSON B. ALTHOFF | | | | | Committee Membership ▪ Audit ▪ Finance Age 52 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 | | |

  17. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | SHARI L. BALLARD | | | | | Committee Membership ▪ Audit ▪ Safety, Health & Environment Age 58 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 | | |

  18. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | CHRISTOPHE BECK | | | | | Committee Membership ▪ Safety, Health & Environment Age 57 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 ▪ Delta Air Lines, Inc. (2025-present) Other Directorships — Past 5 Years ▪ None | | Key Skills | | | | | | CEO experience | | | | | Global business operations | | | | | Science / innovation | | | | | Water / energy | | | | | Digital / cybersecurity | | |

  19. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | MICHEL D. DOUKERIS | | | | | Committee Membership None Age 51 Director since 2025 Independent | | Reasons for Nomination Mr. Doukeris brings to the Board extensive global business experience and deep industry experience relevant to Ecolab’s businesses. As CEO of AB InBev, he manages a large and complex global company. Through leadership positions with AB InBev in the United States, Asia and South America, Mr. Doukeris has gained extensive global leadership and operational experience in the food and beverage industry, allowing him to provide valuable insight to Ecolab’s Water, Institutional and Pest businesses. Mr. Doukeris has demonstrated ability to lead talent and drive business results globally in both developed and developing markets. Additionally, AB InBev operates in many environments with water scarcity challenges; Mr. Doukeris has led his company in recent efforts focused on sustainability. This experience will provide Ecolab with insights to help advance our customers’ sustainability initiatives. | Career Highlights AB InBev, a multinational beverage company and the largest brewer in the world. AB InBev has a global production, sales and distribution footprint, with a focus on sustainable operations. ▪ Chief Executive Officer (2021-present) ▪ President, North America Zone (2018-2021) ▪ Global Chief Sales Officer (2016-2017) ▪ President, Asia Pacific Zone (2012-2016) ▪ President, China (2010-2012) ▪ Ambev, S.A. (Brazil), various positions (1996-2010) Education ▪ B.S. Chemical Engineering, Federal University of Santa Catarina ▪ Master’s Degree in Marketing, Fundação Getulio Vargas ▪ Post-graduate programs in Marketing and Marketing Strategy, Kellogg School of Management and Wharton Business School Other Directorships — Current As an integral part of his role as CEO of AB InBev, Mr. Doukeris serves on the following boards: ▪ Ambev S.A., majority-owned and controlled subsidiary of AB InBev, publicly traded on Brazil stock exchange and NYSE (2021-present) ▪ Budweiser Brewing Company APAC Limited, majority-owned and controlled subsidiary of AB InBev, publicly traded on Hong Kong stock exchange (2021-present) Other Directorships — Past 5 Years ▪ None | | Key Skills | | | | | | CEO experience | | | | | Industry experience | | | | | Global business operations | | | | | Human capital management | | | | | Water / energy | | |

  20. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | ERIC M. GREEN | | | | | Committee Membership ▪ Compensation & Human Capital Management (Chair) ▪ Governance Age 55 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 | | |

  21. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | MARION K. GROSS | | | | | Committee Membership None Age 64 Director since 2025 Independent | | Reasons for Nomination Throughout Ms. Gross’ distinguished career as a supply chain executive, she has gained extensive leadership experience in the areas of manufacturing, safety, and sustainability. She offers the Board insights into enterprise risk management related to production and transportation operations, supply chain digitalization, sustainability, business resiliency and international trade. Ms. Gross’ experience in one of Ecolab’s key customer markets — quick service restaurants — will also contribute to her oversight of Ecolab’s business strategy. She has significant human capital management experience, successfully leading large and diverse global teams and contributing to corporate governance of human capital and safety matters. | Career Highlights McDonald’s Corporation, the world’s leading quick-service restaurant brand, that franchises and operates restaurants globally ▪ Executive Vice President, Global Chief Supply Chain Officer (2022-2025) ▪ Senior Vice President, North America Supply Chain and US Sustainability (2013-2022) ▪ Various leadership positions in supply chain and business affairs (2003-2013) Education ▪ Bachelor of Science Degree in Transportation & Physical Distribution from Western Illinois University ▪ Certificate on Leadership in the Global Enterprise Program from Thunderbird, The American Graduate School of International Management Other Directorships — Current ▪ None Other Directorships — Past 5 Years ▪ None | | Key Skills | | | | | | Industry experience | | | | | Global business operations | | | | | Human capital management | | | | | Water / energy | | | | | Supply chain and manufacturing | | |

  22. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | MICHAEL LARSON | | | | | Committee Membership ▪ Finance (Chair) ▪ Safety, Health & Environment Age 65 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 Gates Foundation Trust ▪ Chief Investment Officer, responsible for Mr. Gates’ non-Microsoft investments, as well as the investment assets of the 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 | | |

  23. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | DAVID W. MACLENNAN | | | | | Committee Membership ▪ Compensation & Human Capital Management ▪ Governance (Chair) Age 65 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 | | |

  24. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | TRACY B. MCKIBBEN | | | | | Committee Membership ▪ Compensation & Human Capital Management ▪ Governance Age 55 Director since 2015 Independent | | Reasons for Nomination Ms. McKibben is an international energy and environmental technology expert with a focus on innovation that drives environmental impact in the areas of alternative and renewable energy, clean technology, water, infrastructure, and sustainability management. Ms. McKibben’s considerable strategic experience advising energy companies and multinational corporations on strategic investments, M&A, and energy policy helps the Board shape Ecolab’s business strategy and oversee the company’s risks. She also offers her insight into driving corporate 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 operating company that, along with its associated funds, focuses on environmentally-conscious energy and infrastructure assets that provide carbon-reducing and sustainable solutions across 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 ▪ Doctorate of Humane Letters, 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 | | |

  25. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | LIONEL L. NOWELL III | | | | | Committee Membership ▪ Audit (Chair) ▪ Finance Age 70 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 | | |

  26. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | VICTORIA J. REICH | | | | | Committee Membership ▪ Audit ▪ Governance Age 67 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 | | |

  27. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | SUZANNE M. VAUTRINOT | | | | | Committee Membership ▪ Audit ▪ Safety, Health & Environment (Chair) Age 65 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 ▪ None | | Key Skills | | | | | | Science / innovation | | | | | Human capital management | | | | | Water / energy | | | | | Digital / cybersecurity | | | | | Public company corporate governance | | |

  28. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | JOHN J. ZILLMER | | | | | Committee Membership ▪ Compensation & Human Capital Management ▪ Finance Age 69 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) | | Key Skills | | | | | | CEO experience | | | | | Industry experience | | | | | Human capital management | | | | | Public company corporate governance | | | | | M&A | | |

  29. NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

    | | The Board of Directors recommends a vote FOR the election of each of the 13 nominees named in this Proxy Statement to a one-year term ending in 2026. Unless a contrary choice is specified, proxies solicited by our Board of Directors will be voted FOR each of the 13 nominees named in this Proxy Statement. |

  30. DIRECTOR COMPENSATION FOR 2024

    DIRECTOR COMPENSATION FOR 2024 During 2024, members of the Board of Directors who were not employees of the Company were entitled to receive the following compensation:

  31. DIRECTOR COMPENSATION FOR 2024

    | ADDITIONAL SUPPLEMENTAL RETAINERS FOR SELECT BOARD SERVICE ($) | | | Lead Director | 40,000 | | Committee Assignments: | | | ▪ Audit Committee Chair | 25,000 | | ▪ Compensation & Human Capital Management Committee Chair | 20,000 | | ▪ Finance Committee Chair | 20,000 | | ▪ Governance Committee Chair | 20,000 | | ▪ Safety, Health & Environment Committee Chair | 20,000 | | ▪ Audit Committee Member | 10,000 |

  32. DIRECTOR COMPENSATION FOR 2024

    The base annual compensation of $315,000 per year, excluding lead director and committee retainers, was within the median range of our competitive market. 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 45. 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 awards denominated in shares that may be made to any non-employee director 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 awards are granted after 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 after 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 of our Common Stock following cessation of Board service pursuant to the director’s distribution election for deferred stock units under the 2001 Plan. Directors are credited with dividend equivalents on their stock units, which are automatically converted into additional full or fractional stock units. 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 as described above. 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.

  33. DIRECTOR COMPENSATION FOR 2024

    | STOCK RETENTION AND OWNERSHIP GUIDELINES | | | Our stock retention and ownership guidelines encourage our directors to accumulate a significant ownership stake in the Company for alignment with long-term stockholder interests. Our guidelines provide that our directors own Company stock with a market value of at least five times the annual retainer. | |

  34. DIRECTOR COMPENSATION FOR 2024

    Until the stock ownership guideline is met, a director is expected to retain 100% of the net shares received from stock option exercises. Shares owned outright, legally or beneficially, by a director or his or her immediate family members residing in the same household and deferred stock units held under the director’s deferral plan count towards the guidelines. Unexercised stock options do not count towards the guidelines. Each of our directors is currently in compliance with our guidelines by either having achieved the ownership guideline or, if the guideline is not yet achieved, by retaining 100% of all net shares received from any stock option exercises. Our directors may not pledge shares or enter into any risk hedging arrangements with respect to Company stock.

  35. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The following table summarizes the compensation that our non-employee directors received during 2024.

  36. DIRECTOR COMPENSATION TABLE

    | NAME | FEES EARNED OR PAID IN CASH(1) ($) | STOCK AWARDS(2) ($) | OPTION AWARDS(3) ($) | TOTAL ($) | | Judson B. Althoff(4) | 116,085 | 116,085 | 71,371 | 303,541 | | Shari L. Ballard | 135,000 | 135,000 | 60,000 | 330,000 | | Barbara J. Beck(5) | 48,997 | 45,618 | — | 94,615 | | Eric M. Green | 138,242 | 135,000 | 60,000 | 333,242 | | Arthur J. Higgins | 125,000 | 135,000 | 60,000 | 320,000 | | Michael Larson | 145,000 | 135,000 | 60,000 | 340,000 | | David W. MacLennan | 188,379 | 135,000 | 60,000 | 383,379 | | Tracy B. McKibben | 128,379 | 135,000 | 60,000 | 323,379 | | Lionel L. Nowell III | 150,000 | 135,000 | 60,000 | 345,000 | | Victoria J. Reich | 135,000 | 135,000 | 60,000 | 330,000 | | Suzanne M. Vautrinot | 155,000 | 135,000 | 60,000 | 350,000 | | John J. Zillmer | 125,000 | 135,000 | 60,000 | 320,000 |

  37. DIRECTOR COMPENSATION TABLE

    (1) Represents annual retainer of $125,000 (or a pro rata portion thereof) earned during 2024, 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 2024 is as follows: Mr. Althoff, $116,085; Ms. Ballard, $135,000; Ms. Beck, $48,997; Mr. Green, $138,242; Mr. Higgins, $125,000; and Mr. MacLennan, $94,190. (2) Represents the $135,000 (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 2024 by the Company and is the full grant date fair value of each stock unit award, computed in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures. The number of stock units was determined based on the average of the high and low share price of the Company’s common stock on the date of grant. 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 36. As of December 31, 2024, none of the directors held any unvested stock units. (3) Represents the full grant date fair value of each stock option grant, computed in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeiture. 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 2024 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:

  38. DIRECTOR COMPENSATION TABLE

    | GRANT DATE | RISK FREE RATE | EXPECTED LIFE | EXPECTED VOLATILITY | EXPECTED DIVIDEND YIELD | | 05/06/2024 | 4.43% | 6.11 years | 22.51% | 1.00% |

  39. DIRECTOR COMPENSATION TABLE

    The number of director stock options was determined based on a historical average stock price. As of December 31, 2024, the aggregate number of stock options held by each director named in the table above is as follows:

  40. DIRECTOR COMPENSATION TABLE

    | NAME | AGGREGATE NUMBER OF STOCK OPTIONS HELD | | Mr. Althoff | 1,111 | | Ms. Ballard | 8,116 | | Ms. Beck | 10,465 | | Mr. Green | 2,898 | | Mr. Higgins | 9,399 | | Mr. Larson | 15,899 |

  41. DIRECTOR COMPENSATION TABLE

    | NAME | AGGREGATE NUMBER OF STOCK OPTIONS HELD | | Mr. MacLennan | 14,699 | | Ms. McKibben | 16,299 | | Mr. Nowell | 8,116 | | Ms. Reich | 13,699 | | Ms. Vautrinot | 13,699 | | Mr. Zillmer | 15,899 |

  42. DIRECTOR COMPENSATION TABLE

    (4) Mr. Althoff received his initial stock option grant on May 6, 2024 valued at $11,370 to reflect his prorated service beginning in February 2024, as well as the regular annual director stock option grant on the same day valued at $60,000. (5) Ms. Beck did not stand for re-election at the 2024 Annual Meeting. She received pro-rated compensation and no option grant for 2024.

  43. DIRECTOR COMPENSATION TABLE

    | Security Ownership |

  44. EXECUTIVE SUMMARY

    | WHAT WE DO | WHAT WE DON’T DO | | ▪ A majority of total target direct compensation for our NEOs is performance based ▪ We grant long-term equity incentives at levels informed by market practices, including our peer group and other companies directly competing for our talent, using a portfolio of stock options and PBRSUs ▪ We provide an appropriate balance of short- and long-term compensation, with payouts based on our achievement of certain financial metrics and specific business objectives ▪ Our PBRSUs vest based on average annual adjusted ROIC (or, commencing with 2023 awards, organic ROIC) goals over a three-year performance period ▪ We maintain payout caps for annual cash incentives and long-term performance awards ▪ We have a robust stock ownership policy for officers ▪ We maintain clawback policies that go beyond minimum NYSE listing standard requirements ▪ We solicit annual “say-on-pay” stockholder votes | ▪ We don’t have excessive perquisites for any of our NEOs ▪ Our compensation programs don’t encourage excessive risk-taking ▪ Our Global Insider Trading Policy prohibits certain short-term or speculative transactions by insiders in Company securities ▪ We don’t permit hedging or pledging of Company stock ▪ We don’t offer “single trigger” change in control benefits ▪ We don’t provide change-in-control tax gross-ups ▪ We don’t individually negotiate employment agreements with our NEOs |

  45. 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 |

  46. 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, while actual compensation may be targeted below or above the median range based on executive experience, performance, scope of responsibilities, and other relevant factors. 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, the 2024 TDC opportunity for our CEO was positioned approximately at market median. All our other NEOs were positioned near or within the market median range, other than Mr. Duijser whose 2024 TDC opportunity was above market median as described in more detail on page 52.

  47. COMPENSATION PHILOSOPHY AND PROCESS

    | Compensation Benchmarking |

  48. 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 a size-adjusted median of general industry data from third-party surveys in which we participate. The peer group and benchmarking methodology is approved by the Compensation & HCM Committee in the spring of each year based on input from FW Cook and management. FW Cook presents an objective selection methodology as follows:

  49. COMPENSATION PHILOSOPHY AND PROCESS

    | Peer Group | 3M Co. (MMM) | Dover Corp. (DOV) | Illinois Tool Works Inc. (ITW) | | | Agilent Technologies, Inc. (A) | Dow Inc. (DOW) | Linde plc (LIN) | | | Air Products and Chemicals Inc. (APD) | DuPont de Nemours Inc. (DD) | PPG Industries Inc. (PPG) | | | Celanese Corp. (CE) | Eastman Chemical Co. (EMN) | Republic Services Inc. (RSG) | | | Cintas Corp. (CTAS) | Eaton Corporation plc (ETN) | Sherwin-Williams Co. (SHW) | | | Clorox Co. (CLX) | Emerson Electric Co. (EMR) | Thermo Fisher Scientific Inc. (TMO) | | | Danaher Corp. (DHR) | Honeywell International, Inc. (HON) | Waste Management Inc. (WM) |

  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. As described above, our CEO’s 2024 MIP target award was increased slightly (as a percentage of base salary) as the Compensation & HCM Committee continued to bring his TDC to the market median range. The committee also modestly increased the MIP target award (as a percentage of base salary) for Mr. Kirkland and Mr. Brown to maintain alignment with market. The 2024 target award opportunities for the NEOs are set forth below:

  52. TARGET AWARD OPPORTUNITIES

    | NAME | MIP TARGET AWARD (% OF BASE SALARY) | MIP TARGET AWARD ($) | | Christophe Beck | 160% | 2,138,462 | | Scott D. Kirkland | 105% | 864,554 | | Darrell R. Brown | 105% | 864,554 | | Machiel Duijser | 75% | 482,452 | | Gregory B. Cook | 85% | 481,166 |

  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 2024 MIP was 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 comparisons of results. We also use adjusted EPS internally in making financial and operational decisions and evaluating our own performance. Adjusted diluted EPS was a performance measure in each of our NEO’s 2024 MIP opportunities, including our NEOs who manage particular business units, because it reinforces our “One Ecolab” strategy and fosters cross-divisional cooperation. ▪ ENTERPRISE GOAL: For Mr. Brown and Mr. 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 2024 MIP also was based on an enterprise performance goal. This goal is intended to incentivize and reward the NEOs based on both the financial performance of Ecolab’s various businesses and overall Ecolab performance. The enterprise goal is based 60% on a commercial average payout, which represents the aggregate payouts achieved for business unit sales and/or operating income goals to all employees in the commercial organization over the aggregate target business unit payouts. The remaining 40% of the enterprise goal is based on the company-wide adjusted EPS performance. ▪ BUSINESS UNIT GOAL: For Mr. Cook, who leads the Global Institutional Group, the 2024 MIP incorporated goals for his business unit, comprised of year-over-year sales growth and operating income growth with equal weighting. These goals are designed to incentivize and reward the performance of the business unit for which he is responsible. ▪ INDIVIDUAL GOALS: For two of our NEOs who hold staff positions — Mr. Kirkland and Mr. Duijser, we utilize strategic corporate initiatives and goals, as detailed beginning on page 50, 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: In response to stockholder feedback, we apply a Growth & Impact modifier to the MIP for officers. The modifier is based on reducing water intensity across our operations and demonstrating progress toward our aspirations for a high performing and inclusive workplace. This modifier recognizes that delivering a net positive impact for our associates and operations, with our customers and in our communities, drives performance and innovation, and enables accelerated growth. In measuring the enterprise and business unit goals and determining payouts to executives under the MIP, sales and operating income performance measures are recorded at fixed currency rates of foreign exchange. Business unit performance goal results may also 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 when original goals were established. 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 33 to 36 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

  54. PERFORMANCE MEASURES AND ACHIEVEMENT — ADJUSTED EPS

    PERFORMANCE MEASURES AND ACHIEVEMENT — ADJUSTED EPS In establishing the adjusted EPS goal for 2024, 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 $5.37, higher than our actual adjusted EPS of $5.21 for 2023. For 2024, 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) | 5.37 | | 100% (Target Level) | 5.82 | | 140% (140% Level) | 6.12 | | 200% (Maximum Level) | ≥6.50 |

  56. PERFORMANCE MEASURES AND ACHIEVEMENT — ADJUSTED EPS

    Payouts for results between performance levels are interpolated on a straight-line basis. Actual 2024 adjusted EPS of $6.65 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 2024 diluted EPS as reported to 2024 adjusted diluted EPS is summarized below:

  57. PERFORMANCE MEASURES AND ACHIEVEMENT — ADJUSTED EPS

    | 2024 reported diluted EPS | $7.37 | | Adjustments: | | | Special (gains) and charges, after tax | (0.44) | | Discrete tax net (benefit) expense | (0.28) | | Adjusted diluted EPS | $6.65 |

  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 33 to 36 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

  59. PERFORMANCE MEASURES AND ACHIEVEMENT — ENTERPRISE GOAL

    PERFORMANCE MEASURES AND ACHIEVEMENT — ENTERPRISE GOAL 30% of Mr. Brown’s and 35% of Mr. Duijser’s 2024 MIP target was linked to 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. The enterprise goal is comprised of 60% commercial average payout for sales and/or operating income performance across the Company’s business units and 40% company-wide adjusted EPS 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 123%, and adjusted EPS was achieved at 200%, resulting in an enterprise goal payout of 154% of target.

  60. PERFORMANCE MEASURES AND ACHIEVEMENT — BUSINESS UNIT

    PERFORMANCE MEASURES AND ACHIEVEMENT — BUSINESS UNIT In light of his role as Executive Vice President and President — Institutional Group, 70% of Mr. Cook’s 2024 MIP target was linked to goals for the Global Institutional Group business unit. Performance of his business unit goal is measured 50% on the year-over-year sales growth and 50% on the year-over-year operating income growth. Sales and operating income performance for the Global Institutional Group were achieved at 179% and 191%, respectively, resulting in a business unit goal payout of 185% of target.

  61. PERFORMANCE MEASURES AND ACHIEVEMENT — INDIVIDUAL

    PERFORMANCE MEASURES AND ACHIEVEMENT — INDIVIDUAL For two of our NEOs who hold staff positions — Mr. Kirkland (Chief Financial Officer) and Mr. Duijser (Executive Vice President and Chief Supply Chain Officer), 30% of their MIP annual cash incentive target is linked to 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 and, as applicable, enterprise performance goals. The 2024 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, ▪ collaborating with the CEO and Board to develop, execute and evaluate financial and investment strategies aligned with the Company’s growth goals, and ▪ implementing 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, regulatory affairs, and customer service, ▪ building a resilient and secure supply chain that will serve our customers under all circumstances with a competitive advantage in safety, quality, cost and compliance, and ▪ achieving sustainability commitments, balancing environmental responsibility and economic success |

  63. PERFORMANCE MEASURES AND ACHIEVEMENT — GROWTH & IMPACT MODIFIER

    PERFORMANCE MEASURES AND ACHIEVEMENT — GROWTH & IMPACT MODIFIER In assessing the achievement of the Growth & Impact for 2024, we considered the necessary steps to achieve our aspirations for reducing water use intensity across our operations and advancing the performance and inclusivity of our workplace. This modifier recognizes that delivering a net positive impact for our associates and operations, with our customers and in our communities, drives performance and innovation, and enables growth. The Growth & Impact modifier increases MIP payout by 3%, 6%, or 10%, or reduced MIP payout by 10%, based on achievement of year-over-year progress in Growth & Impact areas as assessed by the Compensation & HCM Committee. For 2024, the Compensation & HCM Committee determined that the Growth & Impact modifier should increase the MIP payout by 10%, subject to the 200% payout cap under the MIP. This payout level is aligned with exceeding the targets set for reduction in water intensity across our operations and year-over-year improvements toward Ecolab’s aspiration for a high performing and inclusive workplace. 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.

  64. 2024 ANNUAL CASH INCENTIVE PAYOUT SUMMARY

    2024 ANNUAL CASH INCENTIVE PAYOUT SUMMARY

  65. 2024 ANNUAL CASH INCENTIVE PAYOUT SUMMARY

    | NAME | EPS WEIGHTING (%) | ENTERPRISE WEIGHTING (%) | BUSINESS UNIT WEIGHTING (%) | 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 | | | | 2,138,462 | 200 | | 4,276,924 | | | | | | | | | | 10(1) | — | 4,276,924 | | Scott D. Kirkland | 70 | | | | 605,188 | 200 | | 1,210,376 | | | | | | | 30 | 259,366 | 154 | | 399,223 | | | | | | | | | | 10(1) | 119,509 | 1,729,108 | | Darrell R. Brown | 70 | | | | 605,188 | 200 | | 1,210,376 | | | | | 30 | | | 259,366 | 154 | | 399,223 | | | | | | | | | | 10(1) | 119,509 | 1,729,108 | | Machiel Duijser | 35 | | | | 168,858 | 200 | | 337,716 | | | | | 35 | | | 168,858 | 154 | | 259,910 | | | | | | | 30 | 144,736 | 200 | | 289,471 | | | | | | | | | | 10(1) | 77,806 | 964,903 | | Gregory B. Cook | 30 | | | | 144,350 | 200 | | 288,700 | | | | | | 70 | | 336,816 | 185 | | 623,353 | | | | | | | | | | 10(1) | 50,279 | 962,332 |

  66. 2024 ANNUAL CASH INCENTIVE PAYOUT SUMMARY

    (1) The Growth & Impact modifier paid less than 10% for all NEOs because their total MIP payouts were capped at 200% of their respective MIP target awards. The Compensation & HCM Committee may increase or decrease an NEO’s payout, with input from the CEO (other than as to his own award), based on the individual performance of the NEO. The Compensation & HCM Committee has 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 2024 annual cash incentive payouts were made in accordance with the overall corporate results and enterprise, business unit and individual performance results established for the NEOs without adjustment. Additionally, none of the executives had a guaranteed cash incentive for 2024.

  67. 2024 ANNUAL CASH INCENTIVE PAYOUT SUMMARY

    | Long-Term Equity Incentives |

  68. 2024 ANNUAL CASH INCENTIVE PAYOUT SUMMARY

    The Compensation & HCM Committee made annual grants of long-term equity incentives to our NEOs in December 2024, 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 2024, our NEOs received long-term incentives near or within the median range, other than Mr. Duijser whose long-term incentive grant was above market median, consistent with prior years, 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 continued success in implementing step changes in technology and efficiency within our supply chain organization. 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 2024.

  69. 2024 ANNUAL CASH INCENTIVE PAYOUT SUMMARY

    | NAME | TARGET LTI AWARD VALUE ($) | TARGET PBRSUs GRANTED(1) | STOCK OPTIONS GRANTED(1) | | Christophe Beck | 10,500,000 | 25,158 | 59,900 | | Scott D. Kirkland | 2,800,000 | 6,709 | 15,973 | | Darrell R. Brown | 2,900,000 | 6,948 | 16,544 | | Machiel Duijser | 1,700,000 | 4,073 | 9,698 | | Gregory B. Cook | 1,450,000 | 3,474 | 8,272 |

  70. 2024 ANNUAL CASH INCENTIVE PAYOUT SUMMARY

    (1) The number of target PBRSUs and the number of options were determined based on a historical average share price. The material terms of the 2024 annual long-term equity incentive awards are as follows:

  71. 2024 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 and modification based on relative TSR ▪ Target three-year average organic ROIC goals were set at levels that would require significant year-over-year organic growth and focus our management team on our long-term fundamentals; the relative TSR modifier balances achievement of internal goals with performance against the broader market and demonstrates value creation for our stockholders ▪ Payout ranges from 0% to 200% of the target award, with a threshold payout of 40% of target ▪ Set 2025 to 2027 average annual organic ROIC target of 16.2%, with a threshold of 11.8% and a maximum of 18.4% ▪ 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 completed prior to the start of the performance 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 |

  72. PAYOUT OF 2022 — 2024 PBRSUs

    PAYOUT OF 2022 — 2024 PBRSUs Each of our NEOs held outstanding 2022 — 2024 PBRSUs granted by the Compensation & HCM Committee in December 2021 which vested on December 31, 2024. 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 2022 — 2024 PBRSUs, which resulted in a payout at 100% of target (the maximum potential payout for these awards). Adjusted ROIC under the 2022 — 2024 PBRSUs is defined as the quotient of after-tax operating income divided by the sum of short-term and long-term debt and stockholders’ 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.

  73. PAYOUT OF 2022 — 2024 PBRSUs

    | Equity Award Grant Practices |

  74. PAYOUT OF 2022 — 2024 PBRSUs

    Generally, long-term equity incentives for executives are granted on the same date as our Compensation & HCM Committee approval date and in no event is the grant date prior to the approval date. Annual grants are typically made at the regularly scheduled meeting of the Compensation & HCM Committee in December. The Compensation and Human Capital Management Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024. We do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. In addition, in 2024 we did not grant long-term equity incentives (including stock options) during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any current report on Form 8-K that discloses material nonpublic information. We may change our equity grant practices in the future.

  75. PAYOUT OF 2022 — 2024 PBRSUs

    | Executive Benefits and Perquisites |

  76. PAYOUT OF 2022 — 2024 PBRSUs

    Our NEOs participate in 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”. Perquisites accounted for 0.6% of total compensation for the CEO and 1.3% of total compensation on average for the other NEOs in 2024. Executive benefits and perquisites are consistent with our competitive market. The Company maintains a private aircraft use policy authorizing the use of private aircraft for business and personal purposes 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 below the limit. Additional information with respect to this perquisite is provided in more detail in the footnotes to the “Summary Compensation Table”. Each of Mr. Brown and Mr. Duijser received an annual commuter allowance of $50,385 that is designed to offset commuting expenses incurred by these executives for travel to headquarters. Neither Mr. Brown nor Mr. Duijser receives any tax gross up on this allowance.

  77. OTHER COMPENSATION POLICIES AND CONSIDERATIONS

    | Executive Change-In-Control Policy |

  78. 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.

  79. OTHER COMPENSATION POLICIES AND CONSIDERATIONS

    | We maintain stock retention and ownership guidelines to encourage our NEOs and other executives to accumulate a meaningful ownership stake in the Company so they are incentivized to maximize long-term stockholder returns without taking on undue risk. 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 | | | |

  80. OTHER COMPENSATION POLICIES AND CONSIDERATIONS

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

  81. SUMMARY COMPENSATION TABLE FOR 2024

    SUMMARY COMPENSATION TABLE FOR 2024 The following table shows cash and non-cash compensation for the years ended December 31, 2024, 2023 and 2022 for the persons serving as the Company’s “Principal Executive Officer” and “Principal Financial Officer” during the year ended December 31, 2024 and for the next three most highly-compensated executive officers who were serving in those capacities at December 31, 2024.

  82. SUMMARY COMPENSATION TABLE FOR 2024

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY(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 | 2024 | 1,346,923 | 6,148,112 | 4,006,711 | 4,276,924 | 166,519 | 445,735 | 16,390,924 | | | 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 | — | — | 133,088 | 8,720,419 | | Scott D. Kirkland Chief Financial Officer | 2024 | 829,785 | 1,639,545 | 1,068,434 | 1,729,108 | 50,496 | 150,924 | 5,468,293 | | | 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 | — | 21,536 | 42,883 | 3,588,887 | | Darrell R. Brown President and Chief Operating Officer | 2024 | 829,785 | 1,697,952 | 1,106,628 | 1,729,108 | 153,440 | 293,733 | 5,810,646 | | | 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 | — | 101,973 | 3,672,852 | | Machiel Duijser(7) Executive Vice President and Chief Supply Chain Officer | 2024 | 648,269 | 995,360 | 648,699 | 964,903 | 37,646 | 205,482 | 3,500,359 | | | 2023 | 615,000 | 3,017,282 | 721,006 | 906,887 | 27,116 | 139,366 | 5,426,657 | | Gregory B. Cook(7) Executive Vice President and President – Institutional Group | 2024 | 570,477 | 848,976 | 553,314 | 962,332 | 18,266 | 95,710 | 3,049,075 |

  83. SUMMARY COMPENSATION TABLE FOR 2024

    (1) Includes amounts deferred under Section 401(k) of the Internal Revenue Code pursuant to the Ecolab 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 awards at target 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 and with no discount for estimated forfeitures. See Note 11 to the Company’s Consolidated Financial Statements for the year ended December 31, 2024, located at Item 8 of Part II of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for further discussion of the assumptions used in determining these values. For additional information about these awards see the heading “Long-Term Equity Incentives” beginning at page 52 and the footnotes to the table “Grants of Plan-Based Awards for 2024” beginning at page 59. Based on the fair market value on the date of grant ($244.38 per share), the maximum values for the 2024 PBRSUs granted to Messrs. Beck, Kirkland, Brown, Duijser and Cook are $12,296,224, $3,279,091, $3,395,904, $1,990,719 and $1,697,952, 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, 2024, located at Item 8 of Part II of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for further discussion of the assumptions used in determining these values. The specific assumptions used in the valuation of the options granted in 2024 are summarized in the table below:

  84. SUMMARY COMPENSATION TABLE FOR 2024

    | GRANT DATE | RISK FREE RATE | EXPECTED LIFE (YEARS) | EXPECTED VOLATILITY | EXPECTED DIVIDEND YIELD | | 12/04/2024 (all executives) | 4.06% | 6.09 | 22.60% | 1.05% |

  85. SUMMARY COMPENSATION TABLE FOR 2024

    Represents the annual cash incentive awards earned and paid in respect of 2024 under the Company’s MIP. The MIP is discussed in more detail at page 48 and as part of the table entitled “Grants of Plan-Based Awards for 2024” at page 59. (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, 2024 over such amount as of December 31, 2023, 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 2024.” 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 2024 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 2024. Mr. Brown’s change in pension benefit attributable to this plan is accrued in Australian dollars and is reported based on a conversion rate of 1.5356AUD = 1$U.S. on November 30, 2024, a conversion rate of 1.5140AUD = 1$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, 2024, 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. Beck, Kirkland, Brown and Duijser; (ii) in the case of Mr. Brown and Mr. Duijser $50,385 representing an annual commuter allowance to offset commuting expenses incurred for travel between their residences and corporate headquarters; (iii) attendance by Messrs. Beck, Brown and Duijser at incentive trips in the amounts of $12,737, $26,017 and $24,422, respectively, and the gross-up thereon in the amounts of $12,335, $21,549 and $23,580, respectively; (iv) spousal travel for Messrs. Beck, Brown, Duijser and Cook in the amounts of $22,777, $22,457, $4,404 and $2,715, respectively, and the gross up thereon of $21,121, $18,520, $4,242 and $2,610, respectively. Amounts do not include certain occasions where the spouses of Mr. Beck and Mr. Brown accompanied them on business trips using corporate aircraft for which no incremental aircraft cost is incurred; and (v) business travel and accident insurance for each of the named executive officers and preferred airline status for each of the named executive officers and the spouse of Mr. Beck for which no incremental cost is incurred by the Company. (b) Payment by the Company of life insurance premiums in 2024 for Mr. Beck in the amount of $40,256. This program has been closed to new participants. (c) Payment of matching contributions made by the Company to certain retirement plans for 2024 as follows: (i) matching contributions made by the Company under the Ecolab Savings Plan and ESOP available generally to all employees for: Mr. Beck, $20,700; Mr. Kirkland, $18,406; Mr. Brown, $20,700; Mr. Duijser $20,700; and Mr. Cook, $20,700; and (ii) matching contributions made or to be made by the Company on base salary and annual cash incentive award earned in respect of 2024 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, $312,992; Mr. Kirkland, $130,530; Mr. Brown, $130,530; Mr. Duijser $74,290; and Mr. Cook, $69,685. The Company maintains a self-funded, supplemental long-term disability benefit plan for certain executives, which benefits each of the named executive officers. No Company cost is incurred under such plan prior to the occurrence of a disability. (7) Mr. Cook was not an NEO in 2023 and 2022, and Mr. Duijser was not an NEO in 2022.

  86. GRANTS OF PLAN-BASED AWARDS FOR 2024

    GRANTS OF PLAN-BASED AWARDS FOR 2024

  87. GRANTS OF PLAN-BASED AWARDS FOR 2024

    | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(3) | | | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS(4) (#) | EXERCISE OR BASE PRICE OF OPTION AWARDS(5) ($/SH) | CLOSING MARKET PRICE OF STOCK ON GRANT DATE(5) ($/SH) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS(6) ($) | | NAME | GRANT DATE | THRESHOLD(1) ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD(2) (#) | TARGET (#) | MAXIMUM (#) | | | | | | Christophe Beck (PEO) | | | | | | | | | | | | | MIP(7) | N/A | 769,846 | 2,138,462 | 4,276,924 | — | — | — | — | — | — | — | | 2023 Stock Incentive Plan | 12/04/2024 | — | — | — | — | — | — | 59,900 | 247.495 | 248.86 | 4,006,711 | | 2023 Stock Incentive Plan | 12/04/2024 | — | — | — | 9,057 | 25,158 | 50,316 | — | — | — | 6,148,112 | | Scott D. Kirkland (PFO) | | | | | | | | | | | | | MIP(7) | N/A | 255,216 | 864,554 | 1,729,108 | — | — | — | — | — | — | — | | 2023 Stock Incentive Plan | 12/04/2024 | — | — | — | — | — | — | 15,973 | 247.495 | 248.86 | 1,068,434 | | 2023 Stock Incentive Plan | 12/04/2024 | — | — | — | 2,415 | 6,709 | 13,418 | — | — | — | 1,639,545 | | Darrell R. Brown | | | | | | | | | | | | | MIP(7) | N/A | 255,216 | 864,554 | 1,729,108 | — | — | — | — | — | — | — | | 2023 Stock Incentive Plan | 12/04/2024 | — | — | — | — | — | — | 16,544 | 247.495 | 248.86 | 1,106,628 | | 2023 Stock Incentive Plan | 12/04/2024 | — | — | — | 2,501 | 6,948 | 13,896 | — | — | — | 1,697,952 | | Machiel Duijser | | | | | | | | | | | | | MIP(7) | N/A | 105,946 | 482,452 | 964,903 | — | — | — | — | — | — | — | | 2023 Stock Incentive Plan | 12/04/2024 | — | — | — | — | — | — | 9,698 | 247.495 | 248.86 | 648,699 | | 2023 Stock Incentive Plan | 12/04/2024 | — | — | — | 1,466 | 4,073 | 8,146 | — | — | — | 995,360 | | Gregory B. Cook | | | | | | | | | | | | | MIP(7) | N/A | 173,220 | 481,166 | 962,332 | — | — | — | — | — | — | — | | 2023 Stock Incentive Plan | 12/04/2024 | — | — | — | — | — | — | 8,272 | 247.495 | 248.86 | 553,314 | | 2023 Stock Incentive Plan | 12/04/2024 | — | — | — | 1,251 | 3,474 | 6,948 | — | — | — | 848,976 |

  88. GRANTS OF PLAN-BASED AWARDS FOR 2024

    (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), minimum achievement of the applicable business unit goals at 40%, no achievement of the commercial average payout component, minimum achievement of individual goals, and 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 2024. 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. A relative TSR modifier may increase or reduce the payout percentage based on our 3-year TSR compared to the S&P 500, subject to the cap on total payout of 200% of target. 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) Options granted in 2024 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. (5) Each of the stock options granted to our NEOs during the year ended December 31, 2024 and reported in the table above were granted on the date of approval by our Compensation & HCM Committee 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 the effect of potential same-day stock volatility. (6) Represents the grant date fair value of each equity award, computed in accordance with FASB ASC Topic 718, disregarding the effect of estimated forfeitures. 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. The specific assumptions used in the valuation of these options are located in footnote (3) to the “Summary Compensation Table” at page 57. 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. 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.” In the case of the NEO participants, the potential payouts that could be earned under the MIP for 2024 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 2024. Actual payouts to each of the NEOs with respect to 2024 are included under the Non-Equity Incentive Plan Compensation column in the “Summary Compensation Table” at page 57. 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.

  89. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

  90. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

    | | OPTION AWARDS | | | | STOCK AWARDS | | | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE(1) | 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) | 23,071 | — | 119.120 | 12/02/25 | — | — | — | — | | | 23,833 | — | 117.730 | 12/07/26 | — | — | — | — | | | 20,729 | — | 137.087 | 12/06/27 | — | — | — | — | | | 16,287 | — | 158.515 | 12/04/28 | — | — | — | — | | | 29,957 | — | 184.390 | 12/03/29 | — | — | — | — | | | 50,759 | — | 221.410 | 12/03/30 | — | — | — | — | | | 60,248 | — | 223.780 | 12/01/31 | — | — | 25,408 | 5,953,603 | | | 70,576 | 35,289 | 148.495 | 12/07/32 | — | — | 62,666 | 14,683,897 | | | 26,780 | 53,562 | 191.030 | 12/06/33 | — | — | 25,158 | 5,895,023 | | | — | 59,900 | 247.495 | 12/04/34 | — | — | — | — | | Scott D. Kirkland (PFO) | 2,884 | — | 119.120 | 12/02/25 | — | — | — | — | | | 3,972 | — | 117.730 | 12/07/26 | — | — | — | — | | | 4,146 | — | 137.087 | 12/06/27 | — | — | — | — | | | 3,189 | — | 158.515 | 12/04/28 | — | — | — | — | | | 3,159 | — | 184.390 | 12/03/29 | — | — | — | — | | | 4,230 | — | 221.410 | 12/03/30 | — | — | — | — | | | 17,572 | — | 223.780 | 12/01/31 | — | — | — | — | | | 27,054 | 13,528 | 148.495 | 12/07/32 | — | — | 9,740 | 2,282,277 | | | 7,736 | 15,474 | 191.030 | 12/06/33 | — | — | 18,104 | 4,242,129 | | | — | 15,973 | 247.495 | 12/04/34 | — | — | 6,709 | 1,572,053 | | Darrell R. Brown | 10,000 | — | 117.730 | 12/07/26 | — | — | — | — | | | 17,274 | — | 137.087 | 12/06/27 | — | — | — | — | | | 16,287 | — | 158.515 | 12/04/28 | — | — | — | — | | | 13,072 | — | 184.390 | 12/03/29 | — | — | — | — | | | 14,664 | — | 221.410 | 12/03/30 | — | — | — | — | | | 14,058 | — | 223.780 | 12/01/31 | — | — | — | — | | | 23,525 | 11,763 | 148.495 | 12/07/32 | — | — | 8,469 | 1,984,456 | | | 8,034 | 16,069 | 191.030 | 12/06/33 | — | — | 18,800 | 4,405,216 | | | — | 16,544 | 247.495 | 12/04/34 | — | — | 6,948 | 1,628,055 | | Machiel Duijser | 13,536 | — | 221.410 | 12/03/30 | — | — | — | — | | | 12,050 | — | 223.780 | 12/01/31 | — | — | — | — | | | 16,938 | 8,470 | 148.495 | 12/07/32 | 13,112(3) | 3,072,404 | 6,098 | 1,428,883 | | | 4,761 | 9,522 | 191.030 | 12/06/33 | — | — | 11,140 | 2,610,325 | | | — | 9,698 | 247.495 | 12/04/34 | — | — | 4,073 | 954,385 |

  91. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

    | | OPTION AWARDS | | | | STOCK AWARDS | | | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE(1) | 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) ($) | | Gregory B. Cook | 2,234 | — | 117.730 | 12/07/26 | — | — | — | — | | | 3,800 | — | 137.087 | 12/06/27 | — | — | — | — | | | 2,714 | — | 158.515 | 12/04/28 | — | — | — | — | | | 2,723 | — | 184.390 | 12/03/29 | — | — | — | — | | | 3,384 | — | 221.410 | 12/03/30 | — | — | — | — | | | 7,029 | — | 223.780 | 12/01/31 | — | — | — | — | | | 9,410 | 4,705 | 148.495 | 12/07/32 | 8,396(4) | 1,967,351 | 3,388 | 793,876 | | | 3,868 | 7,737 | 191.030 | 12/06/33 | — | — | 9,052 | 2,121,065 | | | — | 8,272 | 247.495 | 12/04/34 | — | — | 3,474 | 814,028 |

  92. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

    (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, 2024 that were unexercisable are summarized in the table below:

  93. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

    | NAME | OPTION GRANT DATE | SECURITIES VESTING DECEMBER 2025 (#) | SECURITIES VESTING DECEMBER 2026 (#) | SECURITIES VESTING DECEMBER 2027 (#) | | Christophe Beck (PEO) | 12/07/22 | 35,289 | — | — | | | 12/06/23 | 26,781 | 26,781 | — | | | 12/04/24 | 19,966 | 19,967 | 19,967 | | Scott D. Kirkland (PFO) | 12/07/22 | 13,528 | — | — | | | 12/06/23 | 7,737 | 7,737 | — | | | 12/04/24 | 5,324 | 5,324 | 5,325 | | Darrell R. Brown | 12/07/22 | 11,763 | — | — | | | 12/06/23 | 8,034 | 8,035 | — | | | 12/04/24 | 5,514 | 5,515 | 5,515 | | Machiel Duijser | 12/07/22 | 8,470 | — | 2,758 | | | 12/06/23 | 4,761 | 4,761 | — | | | 12/04/24 | 3,232 | 3,233 | 3,233 | | Gregory B. Cook | 12/07/22 | 4,705 | — | — | | | 12/06/23 | 3,868 | 3,869 | — | | | 12/04/24 | 2,757 | 2,757 | 2,758 |

  94. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2024

    (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 2023-2025, 2024-2026 and 2025-2027 and will vest on December 31, 2025, 2026 and 2027, respectively, and, subject to certification of results by the Compensation & HCM Committee, will be paid out in shares of Common Stock no later than March 15 following each vesting date. The amounts shown represent 100%, 200% and 100% of the target number of units for the PBRSUs vesting on December 31, 2025, 2026 and 2027, respectively, based on performance through December 31, 2024. 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 $234.32 per share is based on the closing market price of the Company’s Common Stock on December 31, 2024. Represents an RSU award granted 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 $234.32 per share is based on the closing market price of the Company’s Common Stock on December 31, 2024. (4) Represents an RSU award granted to Mr. Cook on May 4, 2022. 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 $234.32 per share is based on the closing market price of the Company’s Common Stock on December 31, 2024.

  95. OPTION EXERCISES AND STOCK VESTED FOR 2024

    OPTION EXERCISES AND STOCK VESTED FOR 2024

  96. OPTION EXERCISES AND STOCK VESTED FOR 2024

    | | 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) | 24,471 | 3,378,222 | 13,255 | 3,105,912 | | Scott D. Kirkland (PFO) | 2,753 | 382,984 | 3,866 | 905,881 | | Darrell R. Brown | — | — | 3,093 | 724,752 | | Machiel Duijser | — | — | 2,651 | 621,182 | | Gregory B. Cook | 5,311 | 658,759 | 1,715 | 399,516 |

  97. OPTION EXERCISES AND STOCK VESTED FOR 2024

    (1) Represents the aggregate number of shares and dollar amount realized by the NEO upon exercise of one or more stock options during 2024. 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, Kirkland, Brown, Duijser and Cook for the 2022-2024 performance period that ended on December 31, 2024 because performance targets were met. The value shown as realized is based on the number of shares earned for the 2022-2024 performance period using the per-share closing market price of our Common Stock of $234.32 on December 31, 2024, although shares were not issued until Compensation & HCM Committee certification of results on February 19, 2025. The number of shares acquired on vesting and value realized on vesting for Mr. Cook also include 169 RSU shares that vested on February 25, 2024 with a value realized of $220.460 per share.

  98. PENSION BENEFITS FOR 2024

    PENSION BENEFITS FOR 2024

  99. PENSION BENEFITS FOR 2024

    | NAME | PLAN NAME | NUMBER OF YEARS OF CREDITED SERVICE (#) | PRESENT VALUE OF ACCUMULATED BENEFIT(1) ($) | | Christophe Beck (PEO) | Pension Plan | 17.00 | 159,961 | | | Mirror Pension Plan | 17.00 | 534,482 | | | SERP(2) | 18.10 | 2,125,897 | | Scott D. Kirkland (PFO) | Pension Plan | 19.00 | 229,711 | | | Mirror Pension Plan | 19.00 | 131,956 | | Darrell R. Brown | Pension Plan | 7.63 | 78,150 | | | Mirror Pension Plan | 7.63 | 184,810 | | | Australia Plan | 15.22 | 1,905,419 | | Machiel Duijser | Pension Plan | 4.00 | 36,158 | | | Mirror Pension Plan | 4.00 | 79,395 | | Gregory B. Cook | Pension Plan | 27.00 | 749,748 | | | Mirror Pension Plan | 27.00 | 546,889 |

  100. PENSION BENEFITS FOR 2024

    (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, 2024 (November 30, 2024, 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 5.59% for the Pension Plan and 5.35% for the Mirror Pension Plan and SERP for 2024 and assuming that benefits are vested at December 31, 2024. The present value of Mr. Brown’s current accrued benefit in the Australia Plan was determined based on a 5.02% discount rate and based on a conversion rate of 1.5356AUD = 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, 2024. ▪ 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 and Endemic COVID scale. Mirror Pension and SERP annuities were valued assuming annual installment payments, or lump sums where available, using an interest rate of 5.13% 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 4.36% for periods after December 31, 2024. 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) Includes 5.10 years of past service credit valued in the above table at $287,483. The pension benefits described above relate to the following non-contributory defined benefit plans maintained by the Company:

  101. PENSION BENEFITS FOR 2024

    | | KEY FEATURES OF PENSION PLANS | | | | | | PENSION PLAN | PLAN DESCRIPTION | BENEFIT ACCRUAL FORMULA | VESTING | BENEFIT PAYMENTS | EARLY RETIREMENT PROVISIONS | | Pension Plan(1) | Tax-qualified defined benefit plan that covers most U.S. employees of the Company and its U.S. affiliates. | Cash balance 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. ▪ 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(1) | 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. |

  102. PENSION BENEFITS FOR 2024

    (1) After December 31, 2020, Mr. Cook accrued benefits under the cash balance formula described above. From his entry into the plan through December 31, 2020, Mr. Cook earned monthly pension benefits under the “traditional” formula: 1/12 of the sum of: (a) years of credited service times 1% of “final average compensation” plus (b) years of credited service (not exceeding 35) times 0.45% of “final average compensation” minus “covered compensation.” “Final average compensation” is the average of the participant's annual compensation for the five consecutive calendar years, that produce the highest average, counting the participant's base salary and annual cash incentive compensation for a plan year, excluding any long-term and non-cash incentive bonuses and amounts above the IRS compensation limits for qualified plans, and taking into account only compensation earned through December 31, 2020. “Covered compensation” is the average Social Security taxable wage base over a 35-year period ending at a participant's Social Security retirement age. Under the “traditional” formula, if Mr. Cook retires on or after age 55, his “traditional” formula benefits expressed in the form of an annuity are reduced by 1/280 for each month by which payment begins before age 62. Unreduced benefits may begin after attaining age 62. Mr. Cook is fully vested in these pension benefits. Certain other rules apply to benefits accrued prior to the effective date of IRC Section 409A.

  103. PENSION BENEFITS FOR 2024

    | | 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. | ▪ 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 commencement 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 2024, 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. |

  104. NON-QUALIFIED DEFERRED COMPENSATION FOR 2024

    NON-QUALIFIED DEFERRED COMPENSATION FOR 2024

  105. NON-QUALIFIED DEFERRED COMPENSATION FOR 2024

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY(1) ($) | REGISTRANT CONTRIBUTIONS IN LAST FY(2) ($) | AGGREGATE EARNINGS IN LAST FY ($) | AGGREGATE BALANCE AT LAST FY(3) ($) | | Christophe Beck (PEO) | 373,669 | 280,252 | 518,705 | 3,593,559 | | Scott D. Kirkland (PFO) | 35,711 | 26,783 | 33,845 | 391,202 | | Darrell R. Brown | 161,347 | 121,010 | 77,001 | 966,089 | | Machiel Duijser | 94,413 | 70,809 | 32,430 | 285,220 | | Gregory B. Cook | 631,242 | 50,702 | 212,968 | 1,884,756 |

  106. NON-QUALIFIED DEFERRED COMPENSATION FOR 2024

    (1) Reflects contributions credited to the NEO’s account in the Mirror Savings Plan described below, including deferrals on base salary earned in 2024 and annual cash incentive earned in respect of 2024 (which amounts are included in the Salary and Non-Equity Incentive Plan columns of the “Summary Compensation Table”, at page 57). (2) Reflects the Company’s matching contributions on the NEO’s deferral of base salary earned in 2024 and annual cash incentive earned in respect of 2024, 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 57). (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 previous “Summary Compensation Tables”: Mr. Beck, $1,543,276 (Mr. Beck was an NEO in 2015-2017 and 2019-2023); Mr. Kirkland, $110,600 (Mr. Kirkland was an NEO in 2022-2023); Mr. Brown, $483,678 (Mr. Brown was an NEO in 2018 and 2022-2023); and Mr. Duijser, $166,864 (Mr. Duijser was an NEO in 2023). Mr. Cook has not previously been an NEO.

  107. NON-QUALIFIED DEFERRED COMPENSATION FOR 2024

    | 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. |

  108. NON-QUALIFIED DEFERRED COMPENSATION FOR 2024

    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.

  109. 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.

  110. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Overview |

  111. 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, 2024; PBRSU and RSU awards are valued based on the value of a share of the Company’s stock of $234.32, which is the closing price on December 31, 2024, the last business day of the Company’s fiscal year; and option awards are valued based on the difference between $234.32 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 in this discussion as “vested benefits.”

  112. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Voluntary Resignation or Retirement |

  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 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. Three of our NEOs, Mr. Beck, Mr. Brown and Mr. Cook, would have been eligible for some or all of such special retirement provisions as of December 31, 2024, as follows:

  114. 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) | 4,276,924 | 750,000 | 88,851 | 5,347,377 | 56,741 | 13,295,551 | 22,919,852 | | Darrell R. Brown | 1,729,108 | — | 27,832 | 1,705,186 | 17,869 | 4,187,064 | 7,621,359 | | Gregory B. Cook | 962,332 | — | 12,442 | 738,741 | 7,914 | 1,854,408 | 3,555,482 |

  115. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) If termination is after age 55 and completion of at least five 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 57. (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 a 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. (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 attainment of target performance, payment after the end of the performance period, and a stock price of $234.32.

  116. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Discharge for Cause |

  117. 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 or Retirement.”

  118. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Death or Disability |

  119. 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:

  120. 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 | 4,276,924 | 148,751 | 5,347,377 | 81,899 | 19,190,574 | 28,814,875 | | Scott D. Kirkland (PFO) | 35,000 | — | 1,729,108 | 44,975 | 1,830,910 | 25,501 | 5,975,394 | 9,535,412 | | Darrell R. Brown | 35,000 | — | 1,729,108 | 44,376 | 1,705,186 | 24,817 | 5,815,119 | 9,249,414 | | Machiel Duijser | 32,500 | — | 964,903 | 27,690 | 1,139,145 | 28,853 | 6,760,835 | 8,864,883 | | Gregory B. Cook | 28,600 | — | 962,332 | 20,714 | 738,741 | 19,784 | 4,635,787 | 6,336,860 |

  121. 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 57. (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 31, 2024, the last business day of the Company’s fiscal year, of $234.32, 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, 59,900 options; Mr. Kirkland, 15,973 options; Mr. Brown, 16,544 options; Mr. Duijser, 9,698 options; and Mr. Cook, 8,272 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 attainment of target performance, payment after the end of the performance period, and a stock price of $234.32. (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, Kirkland and Brown, and PBRSUs and RSUs for Mr. Duijser (15,741 PBRSUs for $3,688,431 and 13,112 RSUs for $3,072,404) and Mr. Cook (11,388 PBRSUs for $2,668,436 and 8,396 RSUs for $1,967,351).

  122. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  123. 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. The PBRSU awards 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. In addition, the Compensation & HCM Committee may, at its discretion, accelerate the vesting of long-term incentive awards.

  124. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | PBRSUs | | | NAME | NUMBER (#) | VALUE(1) ($) | | Christophe Beck (PEO) | 27,383 | 6,416,385 | | Scott D. Kirkland (PFO) | 9,510 | 2,228,383 | | Darrell R. Brown | 8,779 | 2,057,095 | | Machiel Duijser | 5,922 | 1,387,643 | | Gregory B. Cook | 3,768 | 882,918 |

  125. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) The listed value of the accelerated vesting of the PBRSUs for each of the NEOs assumes attainment of target performance, payment after the end of the performance period, and a stock price of $234.32. 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, three of our NEOs, Mr. Beck, Mr. Brown and Mr. Cook, would have been entitled to such special retirement provisions as of December 31, 2024.

  126. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Change in Control (Double Trigger) |

  127. 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 & HCM 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, 2024.

  128. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | | SEVERANCE PAYMENTS | | | | EQUITY AWARDS | | | | TOTAL POTENTIAL VALUE(7) ($) | | | | | | (A) | (B) | | (C) | | | | | CASH LUMP SUM(1) ($) | OUTPLACEMENT SERVICE FEES(2) ($) | HEALTH INSURANCE PREMIUMS(3) ($) | TOTAL SEVERANCE PAYMENTS ($) | ACCELERATED PORTION OF STOCK OPTIONS | | ACCELERATED PORTION OF PBRSU AND RSU AWARDS | | | | NAME | | | | | NUMBER(4) (#) | VALUE(5) ($) | NUMBER (#) | VALUE(6) ($) | | | Christophe Beck | 7,020,000 | 270,000 | 41,170 | 7,331,170 | 148,751 | 5,347,377 | 81,899 | 19,190,574 | 31,869,121 | | Scott D. Kirkland | 3,411,200 | 166,400 | 41,170 | 3,618,770 | 44,975 | 1,830,910 | 25,501 | 5,975,394 | 11,425,074 | | Darrell R. Brown | 3,411,200 | 166,400 | 29,979 | 3,607,579 | 44,376 | 1,705,186 | 24,817 | 5,815,119 | 11,127,885 | | Machiel Duijser | 2,275,000 | 130,000 | 44,452 | 2,449,452 | 27,690 | 1,139,145 | 28,853 | 6,760,835 | 10,349,432 | | Gregory B. Cook | 2,116,400 | 114,400 | 41,170 | 2,271,970 | 20,714 | 738,741 | 19,784 | 4,635,787 | 7,646,498 |

  129. 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) Up to 20% of base salary. (3) Subsidy on medical and dental continuation costs for 18 months based on premiums and elections in effect in December 2024. (4) Total number of unvested options as of December 31, 2024. (5) All options may be exercised at any time during the three months (or five years if retirement eligible) after termination of employment after the change in control, but not beyond the original ten-year term of the option. The closing stock price on December 31, 2024, the last business day of the Company’s fiscal year, of $234.32, 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, 59,900 options, Mr. Kirkland, 15,973 options, Mr. Brown, 16,544 options, Mr. Duijser, 9,698 options, and Mr. Cook, 8,272 options. (6) Represents the value of PBRSU and RSU awards as of December 31, 2024, that would be accelerated at a stock price of $234.32. Amounts are with respect to PBRSUs for Messrs. Beck, Kirkland and Brown, and PBRSUs and RSUs for Mr. Duijser (15,741 PBRSUs for $3,688,431 and 13,112 RSUs for $3,072,404) and Mr. Cook (11,388 PBRSUs for $2,668,436 and 8,396 RSUs for $1,967,351). (7) 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.

  130. 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 41. For purposes of the tables below, the principal executive officer (“PEO”) and non-PEO named executive officers for each year shown are as follows:

  131. PAY VERSUS PERFORMANCE

    | YEAR | PEO | NON-PEO NAMED EXECUTIVE OFFICERS | | 2024 | Christophe Beck | Scott D. Kirkland, Darrell R. Brown, Machiel Duijser, and Gregory B. Cook | | 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 |

  132. 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 NEOs(3) ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOs(4) ($) | VALUE OF FIXED $100 INVESTMENT BASED ON: | | NET INCOME(7) ($ MILLIONS) | ADJUSTED EPS(8) ($) | | YEAR | | | | | TOTAL SHAREHOLDER RETURN(5) (#) | PEER GROUP TOTAL SHAREHOLDER RETURN(6) ($) | | | | 2024 | 16,390,924 | 30,060,002 | 4,457,093 | 12,317,510 | 128.13 | 151.67 | 2,112.4 | 6.65 | | 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 | 134.82 | 1,091.7 | 4.49 | | 2021 | 8,365,888 | 10,099,689 | 3,082,720 | 4,579,856 | 123.79 | 153.67 | 1,129.9 | 4.69 | | 2020 | 16,905,180 | 18,110,719 | 5,434,441 | 5,377,090 | 113.17 | 120.73 | (1,205.1) | 4.02 |

  133. PAY VERSUS PERFORMANCE

    (1) The dollar amounts reported in column (B) are the amounts of total compensation reported for the PEO in the “Total” column of the “Summary Compensation Table” for the applicable year. (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 2024 to determine the compensation actually paid. Refer to our 2024 Proxy Statement for information on the calculation of “Compensation Actually Paid” for prior years.

  134. 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) ($) | COMPENSATION ACTUALLY PAID TO PEO ($) | | 2024 | 16,390,924 | (10,154,823) | 23,914,750 | (166,519) | 75,670 | 30,060,002 |

  135. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE For the year ended December 31, 2024, the annual total compensation for our CEO was $16,390,924, as reported in the final column of the “Summary Compensation Table” at page 57, and the annual total compensation for our identified global median employee was $50,143, calculated in accordance with the rules applicable to the “Summary Compensation Table.” For the year ended December 31, 2024, the annual total compensation for our CEO was 327 times the annual total compensation for our global median employee. We concluded that there were no significant changes to our employee population or employee compensation arrangements since 2023 that we believe would significantly impact our pay ratio disclosure. However, the median employee we had selected for 2023 had anomalous pay characteristics for 2024, and, thus, we substituted a substantially similar alternate median employee from the previously identified median group for 2024. For purposes of identifying our global median employee, 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:

  136. PAY RATIO DISCLOSURE

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

  137. PAY RATIO DISCLOSURE

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

  138. PAY RATIO DISCLOSURE

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

  139. 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. The median employee we had selected for 2023 had anomalous pay characteristics for 2024, and, thus, we substituted a substantially similar median employee from this group for 2024. 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.