DEF 14A of Procter & Gamble Co, Aug 27, 2021

DEF 14A of Procter & Gamble Co

Filed Aug 27, 2021 · FY20210001193125-21-258124

Open on EDGAR

  1. Our Director Nominees’ Diversity

    Our Director Nominees’ Diversity The Board seeks to achieve a mix of Board members that represents a diversity of background and experience, including with respect to age, gender, international background, race, and specialized experience. Further, the Board’s balanced tenure reflects its goal to achieve a blend of new and experienced Directors.

  2. Our Director Nominees’ Diversity

    | Average Age | Gender | Race/Ethnicity | Independence | Average Tenure | Refreshment | | 60 years | 50% | 33% | 10/12 | <6 years | 42% | | | 6/12 are women | 4/12 are racially/ethnically diverse | are independent | | 5/12 added in the last 2 years |

  3. Our Director Nominees’ Diversity

    | 2021 Proxy Statement i |

  4. Our Director Nominees

    Our Director Nominees You are being asked to vote on the election of the 12 Directors listed below. Additional information about each nominee’s background and experience can be found beginning on page 10.

  5. Our Director Nominees

    | Name | Position | Age | Board Tenure | Committee Memberships | | B. Marc Allen(I) | Chief Strategy Officer and Senior Vice President of Strategy and Corporate Development at The Boeing Company | 48 | Appointed Feb. 2021 | Audit I&T | | Angela F. Braly(I) | Former Chair of the Board, President and Chief Executive Officer of WellPoint, Inc. (now known as Anthem, Inc.) | 60 | 11 years | Audit G&PR (Chair) | | Amy L. Chang(I) | Former Executive Vice President and Executive Advisor at Cisco Systems, Inc.; Founder and Former Chief Executive Officer of Accompany, Inc. | 44 | 4 years | Audit I&T | | Joseph Jimenez(I) | Co-Founder and Managing Director of Aditum Bio; Former Chief Executive Officer of Novartis AG | 61 | 3 years | C&LD I&T (Chair) | | Christopher Kempczinski(I) | President and Chief Executive Officer of McDonald’s Corporation | 52 | — | † | | Debra L. Lee(I) | Chair of Leading Women Defined Foundation; Former Chairman and Chief Executive Officer of BET Networks | 67 | 1 year | C&LD G&PR | | Terry J. Lundgren(I) | Operating Partner of Long-Term Private Capital, a BlackRock fund; Former Executive Chairman, Chairman of the Board and CEO of Macy’s, Inc. | 69 | 8 years | C&LD (Chair) I&T | | Christine M. McCarthy(I) | Senior Executive Vice President and Chief Financial Officer of The Walt Disney Company | 66 | 2 years | Audit C&LD | | Jon R. Moeller | Vice Chairman and Chief Operating Officer of the Company | 57 | Appointed July 2021 | None‡ | | David S. Taylor | Chairman of the Board, President and Chief Executive Officer of the Company | 63 | 6 years | None‡ | | Margaret C. Whitman(I) | Former Chief Executive Officer of Quibi; Former President and Chief Executive Officer of Hewlett Packard Enterprise | 65 | 10 years§ | I&T | | Patricia A. Woertz(I) | Former Chairman and Chief Executive Officer of Archer Daniels Midland Company | 68 | 13 years | Audit (Chair) G&PR |

  6. Our Director Nominees

    (I) Independent †The Board will determine Mr. Kempczinski’s Committee assignments upon his election. ‡Not on any Committees because the Committees are all comprised of independent Directors. §In addition to her current term of ten years, Ms. Whitman previously served as a Director from 2003 to 2008.

  7. Our Director Nominees

    | C&LD | Compensation & Leadership Development |

  8. Our Director Nominees

    | G&PR | Governance & Public Responsibility |

  9. Our Director Nominees

    | I&T | Innovation & Technology |

  10. Our Director Nominees’ Skills and Experience

    Our Director Nominees’ Skills and Experience

  11. Our Director Nominees’ Skills and Experience

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  12. Our Director Nominees’ Skills and Experience

    | ii The Procter & Gamble Company |

  13. CEO Compensation Highlights

    CEO Compensation Highlights Salary. Mr. Taylor’s annualized base salary increased to $1,800,000. STAR Annual Bonus Program. Mr. Taylor’s STAR target remained at 200% of salary. His STAR payout was $6,570,000, which is approximately 183% of target. Long-Term Incentive Programs. The C&LD Committee approved a long-term incentive award of $14,250,000 for Mr. Taylor. One half of the award value was delivered in the PSP. The remaining half is in the LTIP grant, which the C&LD Committee determined would be delivered as 65% stock options and 35% RSUs.

  14. Commonly Used Terms in This Proxy Statement

    | C&LD | Compensation & Leadership Development | | CEO | Chief Executive Officer | | CFO | Chief Financial Officer | | CHRO | Chief Human Resources Officer | | CLO | Chief Legal Officer | | COO | Chief Operating Officer | | EDCP | Executive Deferred Compensation Plan | | EGLIP | Executive Group Life Insurance Program | | EPS | Earnings Per Share | | FY | Fiscal Year | | G&PR | Governance & Public Responsibility | | I&T | Innovation & Technology | | IRA | International Retirement Arrangement | | IRP | International Retirement Plan | | ISOP | International Stock Ownership Plan | | LTIP | Long-Term Incentive Program | | NEO | Named Executive Officer | | NYSE | New York Stock Exchange | | PSP | Performance Stock Program | | PST | Profit Sharing Trust and Employee Stock Ownership Plan | | PSU | Performance Stock Unit | | RSU | Restricted Stock Unit | | SEC | Securities and Exchange Commission | | STAR | Short-Term Achievement Reward | | TSR | Total Shareholder Return |

  15. ITEM 1. ELECTION OF DIRECTORS

    ITEM 1. ELECTION OF DIRECTORS Our Board of Directors has general oversight responsibility for the Company’s affairs pursuant to Ohio’s General Corporation Law and the Company’s Amended Articles of Incorporation, Code of Regulations, and By Laws of the Board of Directors. In exercising its fiduciary duties, the Board represents and acts on behalf of the Company’s shareholders and is committed to strong corporate governance, as reflected through its policies and practices. The Board is deeply involved in the Company’s strategic planning process, leadership development, succession planning, and oversight of risk management. Our Board of Directors nominated the 12 individuals listed on pages 10-15 for election at the 2021 annual meeting. All of the Director nominees, except Mr. Kempczinski, currently serve on the Board and all but Mr. Kempczinski, Mr. Allen, and Mr. Moeller were elected for a one-year term at the 2020 annual meeting. The current terms of the incumbent nominees for Director will expire at the 2021 annual meeting when their successors are elected, and the Board has nominated each of these individuals and Mr. Kempczinski for a one-year term that will expire at the 2022 annual meeting when their successors are elected. Mr. McNerney, Mr. Blake, and Mr. Peltz, who have each served the Company and its shareholders with distinction, including Mr. McNerney’s service as Lead Director since 2007, are not standing for re-election when their terms expire at the annual meeting in October. Each of the Director nominees identified in this proxy statement has consented to being named as a nominee in our proxy materials and has accepted the nomination and agreed to serve as a Director if elected by the Company’s shareholders. If any nominee becomes unable or unwilling to serve between the date of the proxy statement and the annual meeting, the Board may designate a new nominee, and the persons named as proxies will vote on that substitute nominee.

  16. Director Skills, Qualifications, and Diversity

    Director Skills, Qualifications, and Diversity A strong Board is a critical component of a strong company. As a global, diverse consumer products company, our leaders must embrace strong governance, epitomize the Company’s Purpose, Values, and Principles, and bring to bear the practical wisdom and seasoned judgment that comes from significant leadership skill and experience. As the summary on pages 8-9 provides in additional detail, the Director nominees bring a variety of these skills and experiences to the Board and reflect an appropriate combination of qualifications to represent and further the long-term interests of the Company’s shareholders. In addition, meaningful skills and experiences are just one aspect of diversity that the Board highly values. Our Corporate Governance Guidelines set forth the minimum qualifications for Board members and specify that the Board “seeks to achieve a mix of Board members that represents a diversity of background and experience, including with respect to age, gender, international background, race, and specialized experience.” Although the Board does not establish specific goals with respect to diversity, the Board’s overall diversity is a significant consideration in the Director nomination process. The G&PR Committee oversees our Director nomination process and devotes substantial time, in conjunction with the Board, to prioritizing the Board’s needs and assessing potential candidates for both the short term and for longer-term Board refreshment. The G&PR Committee also ascertains whether the Director nominees (including any properly submitted shareholder nominees) fulfill the requirements of the Corporate Governance Guidelines. For this year’s election, the Board has nominated 12 individuals who bring valuable and diverse skills, experiences, and characteristics to the Board. Their collective experience covers a wide range of geographies and industries. These 12 Director nominees range in age from 44 to 69. Six of these nominees, or 50%, are women, and four are racially/ethnically diverse. Further, our Board has a good balance of experienced and new Directors, with more than half our incumbent Director nominees having tenures of six years or less.

  17. Director Skills, Qualifications, and Diversity

    | Our Director Nominees’ Combined Skills and Experience | | | Consumer Industry/Retail | Directors with experience serving consumers, particularly in the areas of marketing and selling products or services to consumers, provide valuable insights to the Company. They understand consumer needs, recognize products and marketing campaigns that might resonate with consumers, and identify potential changes in consumer trends and buying habits. | | Corporate Governance | Directors with experience in corporate governance, such as service on boards and board committees, or as governance executives of other large, public companies, are familiar with the dynamics and operation of a board of directors and the impact that governance policies have on the Company. This experience supports the Company’s goals of strong Board and management accountability, transparency, and protection of shareholder interests. | | Digital, Technology, and Innovation | Directors with digital and technology experience help the Company understand the evolution of fast-paced technology, assess and respond to potential information security challenges, and improve efficiency and productivity through oversight of the selection and implementation of new technologies to enhance business operations, marketing, and selling. Additionally, innovation is one of the Company’s core strengths and is critical in helping us translate our consumer understanding into new and successful products. Directors with an understanding of innovation help the Company focus its efforts in this important area and track progress against strategic goals and benchmarks. | | Finance | Directors with an understanding of accounting and financial reporting processes, particularly in large, global businesses, provide an important oversight role. The Company employs several financial targets to measure its performance, and accurate financial reporting is critical to the Company’s legal compliance and overall success. Directors with financial experience are essential for ensuring effective oversight of the Company’s financial measures and processes. | | Government/Regulatory | Directors with government experience, whether as members of the government or through extensive interactions with government and government agencies, can recognize, identify, and understand the key issues the Company faces in an economy increasingly affected by the role of governments around the world. This experience is particularly helpful during current times of increased volatility and uncertainty in global politics and economics. | | International | Directors who have worked in global companies have experience in markets outside of the United States and bring valuable knowledge to the Company, including exposure to different cultural perspectives and practices, and provide critical insight in light of the Company’s global scope and significant international revenues. |

  18. Director Skills, Qualifications, and Diversity

    | Leadership, Strategy, and Risk Management | Directors with significant leadership experience over an extended period, including as chief executive officers, provide the Company with special insights. These individuals demonstrate a practical understanding of how large organizations operate, the importance of talent management, and the method of setting employee and executive compensation. They understand strategy, productivity, and risk management, and how these factors impact the Company’s operations and controls. Further, their own significant leadership skills and experiences enable them to help identify and develop other leaders. | | Marketing | Directors with experience identifying, developing, and marketing new products, as well as identifying new areas for existing products, can positively impact the Company’s operational results, including by helping the Company understand and anticipate evolving marketing practices. |

  19. Director Skills, Qualifications, and Diversity

    The Board of Directors recommends a vote FOR each of the following Director nominees to hold office until the 2022 annual meeting of shareholders and until their successors are elected.

  20. B. Marc Allen

    B. Marc Allen

  21. DIRECTOR SINCE FEBRUARY 2021 • AGE 48

    DIRECTOR SINCE FEBRUARY 2021 • AGE 48 Mr. Allen is Chief Strategy Officer and Senior Vice President of Strategy and Corporate Development at The Boeing Company (aerospace, commercial jetliners, and military defense systems), a position he has held since October 2020. He previously served as Senior Vice President and President, Embraer Partnership and Group Operations from April 2019 to October 2020 and as Senior Vice President and President, Boeing International from February 2015 to April 2019. Prior to these roles, Mr. Allen held several other senior positions at Boeing from 2007 to 2015, including responsibility for the operational and financial performance of Boeing’s wholly-owned customer finance subsidiary as President of Boeing Capital Corporation, responsibility for the company’s business in China as Chairman and President of Boeing (China) Co., Ltd., and leadership of the company’s international legal practice group as Vice President for Global Law Affairs and Boeing International General Counsel. Mr. Allen brings a wealth of insight and practical expertise to the Board, including notable International experience gained from his leadership of significant international operations at Boeing. Further, his proven Leadership, Strategy, and Risk Management skills, developed over more than a decade of senior business and legal roles at Boeing, and most recently in his position as Chief Strategy Officer, allow Mr. Allen to provide thoughtful strategic counsel to the Company in matters as wide ranging as Financial oversight and Government/Regulatory affairs. In this regard, in addition to his tenure at Boeing, Mr. Allen draws upon his prior experience as a practicing attorney and as a law clerk for former U.S. Supreme Court Justice Anthony M. Kennedy. Member of the Audit and Innovation & Technology Committees.

  22. Angela F. Braly

    Angela F. Braly

  23. DIRECTOR SINCE 2009 • AGE 60

    DIRECTOR SINCE 2009 • AGE 60 Ms. Braly is the former Chair of the Board, President and Chief Executive Officer of WellPoint, Inc. (a healthcare insurance company), now known as Anthem, Inc. She served as Chair of the Board from 2010 to 2012 and as President and Chief Executive Officer from 2007 to 2012. She previously served as Executive Vice President, General Counsel, and Chief Public Affairs Officer of WellPoint from 2005 to 2007, and President and Chief Executive Officer of Blue Cross Blue Shield of Missouri from 2003 to 2005. Ms. Braly is also a co-founder of The Policy Circle, a nonprofit organization promoting civic engagement and public policy thought leadership among women. Ms. Braly has been a Director of Brookfield Asset Management since 2015 and of ExxonMobil Corporation since 2016. She was a Director of Lowe’s Companies, Inc. from 2013 to 2021. Ms. Braly’s diverse Leadership, Strategy, and Risk Management experience at WellPoint enables her to provide valuable insight about risk management and governance matters, particularly as it pertains to the Consumer Industry/Retail sector, to the Board. Additionally, her role as General Counsel and Chief Public Affairs Officer for WellPoint, where she was responsible for the company’s government relations, public policy development, social responsibility, and corporate governance initiatives, her experience on other public company boards, and her ongoing engagement in public policy matters enable her to bring significant Corporate Governance expertise and Government/Regulatory skills to the Board, which is critical during current times of political and economic uncertainty. Chair of the Governance & Public Responsibility Committee and member of the Audit Committee.

  24. Amy L. Chang

    Amy L. Chang

  25. DIRECTOR SINCE 2017 • AGE 44

    DIRECTOR SINCE 2017 • AGE 44 Ms. Chang is a former Executive Vice President at Cisco Systems, Inc. (a networking technology company), where she served as Executive Vice President and Executive Advisor from 2020 to 2021 and as General Manager of Cisco’s Collaboration Technology Group from 2018 to 2020. She is the founder and former Chief Executive Officer of Accompany, Inc. (a relationship intelligence company), a position she held from 2013 to 2018. She previously held positions of increasing responsibility at Google, Inc. from 2005 to 2012, most recently serving as Global Head of Product, Google Ads Measurement and Reporting. Prior to joining Google, she held product management and strategy positions at eBay, Inc. and served as a consultant with McKinsey & Company, specializing in semi-conductors, software, and services. Ms. Chang has been a Director of The Walt Disney Company and of Marqeta (payment card issuing) since 2021. She was a Director of Cisco Systems, Inc. from 2016 to 2018, of Informatica from 2012 to 2015, and of Splunk, Inc. from 2015 to 2017, and was a member of Target Corporation’s Digital Advisory Council from 2013 to 2016. She also serves on the executive committee for USCF Health and on the Stanford School of Engineering Dean’s Advisory Council. Ms. Chang’s extensive Digital, Technology, and Innovation and Marketing experience, both as a digital startup founder and as head of product at Google Analytics, enables her to provide unique and important insights to the Board about digital industry trends, evolving marketing practices and data analytics, with particular application to the Consumer Industry/Retail space. Additionally, as a former Cisco executive, with experience running a global team at an enterprise with a significant global footprint and supply chain, and as the founder and CEO of a digital startup company, Ms. Chang’s Leadership, Strategy, and Risk Management experience in a fast-paced environment gives her critical perspective on understanding consumers and driving innovation. Member of the Audit and Innovation & Technology Committees.

  26. Joseph Jimenez

    Joseph Jimenez

  27. DIRECTOR SINCE 2018 • AGE 61

    DIRECTOR SINCE 2018 • AGE 61 Mr. Jimenez is Co-Founder and Managing Director of Aditum Bio (a biotech venture fund). He is the former Chief Executive Officer of Novartis AG (global healthcare company), a position he held from 2010 to 2018. Prior to this role, he held several senior positions at Novartis from 2007 to 2010, including Division Head, Novartis Pharmaceuticals, and leadership of the company’s Consumer Health Division. Mr. Jimenez was an Advisor to the Blackstone Group L.P. from 2006 to 2007. He also held various leadership roles at H. J. Heinz Company (packaged food) in Europe and North America from 1999 to 2006, including Executive Vice President, President, and CEO of Heinz Europe from 2002 to 2006 and President and CEO of H.J. Heinz Company North America from 1999 to 2002. Mr. Jimenez also held several leadership positions at ConAgra Foods (packaged food) from 1993 to 1998. Mr. Jimenez has been a Director of General Motors since 2015. He was a Director of Colgate-Palmolive from 2010 to 2015. Mr. Jimenez has a strong track record of strategic Digital, Technology, and Innovation expertise, particularly in the healthcare business, one of the Company’s key sectors. He is recognized for his innovation pipeline development while serving as CEO of Novartis and brings to the Board deep skills and experiences in Leadership, Strategy, and Risk Management in both healthcare and the Consumer Industry/Retail segment more broadly. In addition, not only does Mr. Jimenez offer critical International perspective gained from his multiple leadership roles outside the United States, he provides the Board with unique perspective on adapting and innovating business models in a dynamic external environment. This extensive experience across the consumer products and healthcare industries enables him to meaningfully advise the Board and management on commercial, innovation, Marketing, and strategic issues. Chair of the Innovation & Technology Committee and member of the Compensation & Leadership Development Committee.

  28. Christopher Kempczinski

    Christopher Kempczinski

  29. DIRECTOR NOMINEE • AGE 52

    DIRECTOR NOMINEE • AGE 52 Mr. Kempczinski is President and Chief Executive Officer of McDonald’s Corporation (restaurant operator and franchisor), a position he has held since 2019. He previously served as President, McDonald’s USA from 2017 to 2019 and as Executive Vice President – Strategy, Business Development and Innovation from 2015 to 2016. Before joining McDonald’s, Mr. Kempczinski held several leadership roles at The KraftHeinz Company (packaged food), including Executive Vice President of Growth Initiatives and President of Kraft International from 2014 to 2015; President of Kraft Canada from 2012 to 2014; and Senior Vice President – U.S. Grocery from 2008 to 2012. Mr. Kempczinski began his career in brand management at P&G and was also a strategy consultant at The Boston Consulting Group. He has served as a Director of McDonald’s since 2019. Mr. Kempczinski’s considerable experience in Consumer Industry/Retail, as a leader in both the consumer packaged food and the dynamic quick-service restaurant industries, will enable him to bring relevant and actionable insights, including valuable Marketing and brand building perspective, to the Board. He has further demonstrated his skills in Digital, Technology, and Innovation in his leadership of global strategy and innovation at McDonald’s and key role in accelerating growth through innovation at the company. Further, Mr. Kempczinski’s recognized Leadership, Strategy, and Risk Management abilities have allowed him to guide McDonald’s through the dynamic operating challenges posed by the pandemic and will be highly valuable to the Board as it oversees the Company’s long-term growth and operating strategy.

  30. Debra L. Lee

    Debra L. Lee

  31. DIRECTOR SINCE 2020 • AGE 67

    DIRECTOR SINCE 2020 • AGE 67 Ms. Lee is Chair of Leading Women Defined Foundation (a nonprofit education and advocacy organization), which she founded in 2009. Previously, she served as Chairman and Chief Executive Officer of BET Networks (a media and entertainment subsidiary of Viacom, Inc.) from 2006 to 2018. Ms. Lee joined BET Networks in 1986, serving as President and Chief Executive Officer from 2005 to 2006, President and Chief Operating Officer from 1995 to 2005, and Executive Vice President and General Counsel from 1986 to 1995. She has been a Director of Marriott International, Inc. since 2004 and of Burberry Group plc and AT&T, Inc. since 2019. She previously served as a Director of Revlon, Inc. from 2006 to 2015, WGL Holdings, Inc. from 2000 to 2018, and Twitter, Inc. from 2016 to 2019. Ms. Lee brings a depth of Leadership, Strategy, and Risk Management experience to the Board, gained through her long-tenured leadership of BET Networks and her service on numerous public company boards. As a result of her experience and service, her depth and breadth of knowledge on matters of Corporate Governance allows her to provide the Board with valuable perspective on oversight and accountability in a dynamic operating environment. Further, Ms. Lee’s more than 30 years of experience as an executive in the media industry, along with her broad board experience, provide her with extensive Marketing and Consumer Industry/Retail skills, which are particularly valuable as the Company seeks to further evolve its media strategy. Member of the Compensation & Leadership Development and Governance & Public Responsibility Committees.

  32. Terry J. Lundgren

    Terry J. Lundgren

  33. DIRECTOR SINCE 2013 • AGE 69

    DIRECTOR SINCE 2013 • AGE 69 Mr. Lundgren is an Operating Partner of Long-Term Private Capital (a BlackRock private equity fund) and the former Chairman and Chief Executive Officer of Macy’s, Inc. (a national retailer that includes Macy’s, Bloomingdale’s, and Blue Mercury, and operates one of the largest online retail businesses in the U.S.), a position he held from 2003 to 2017. Mr. Lundgren then served as Executive Chairman and Chairman of the Board of Macy’s, Inc. from 2017 to 2018. From 2003 to 2014, he also held the title of President of the company. He was a Director of Kraft Foods Group from 2012 to 2015. Earlier in his career, Mr. Lundgren was Chairman and CEO of Neiman Marcus. Mr. Lundgren has extensive Marketing experience, including merchandising, digital and in-store execution, as well as Leadership, Strategy, and Risk Management experience, which he garnered from over 35 years working in the retail Consumer Industry, including 20 combined years as CEO of Neiman Marcus and subsequently Macy’s. During his tenure at Macy’s, Mr. Lundgren also gained significant experience in acquisitions and integration. His extensive retail career enables him to contribute his deep knowledge of the evolving consumer and retail landscape, plus his broad experience with dynamic marketing practices, including digital marketing, to the Board. Chair of the Compensation & Leadership Development Committee and member of the Innovation & Technology Committee.

  34. Christine M. McCarthy

    Christine M. McCarthy

  35. DIRECTOR SINCE 2019 • AGE 66

    DIRECTOR SINCE 2019 • AGE 66 Ms. McCarthy is Senior Executive Vice President and Chief Financial Officer of The Walt Disney Company (a global entertainment company), a position she has held since 2015. Prior to her appointment as CFO, she held positions of increasing responsibility at Disney, serving as Executive Vice President, Corporate Real Estate, Alliances and Treasurer from 2005 to 2015, after joining Disney as Senior Vice President and Treasurer in 2000. Ms. McCarthy previously served as Executive Vice President and Chief Financial Officer of Imperial Bancorp from 1997 to 1999. From 1981 to 1996, she held various positions at First Interstate Bank, rising to be Executive Vice President, Finance in 1993. Ms. McCarthy’s more than 30 years of experience in Finance, including service as CFO of The Walt Disney Company, enable her to contribute to the Board her extensive understanding of complex financial analysis and reporting for a global, consumer-facing company. In addition, her experience at Disney affords her valuable perspective on the Consumer Industry and long-term brand building. Further, Ms. McCarthy’s oversight of Disney’s worldwide finance organization, which includes corporate strategy, brand and franchise management, corporate alliances, enterprise controllership, enterprise social responsibility, enterprise technology, investor relations, risk management, tax, and treasury, provides her with extensive Leadership, Strategy, and Risk Management skills and valuable Corporate Governance experience. Member of the Audit and Compensation & Leadership Development Committees

  36. Jon R. Moeller

    Jon R. Moeller

  37. DIRECTOR SINCE JULY 2021 • AGE 57

    DIRECTOR SINCE JULY 2021 • AGE 57 Mr. Moeller is Vice Chairman and Chief Operating Officer of the Company. In November 2021, he will assume the role of President and Chief Executive Officer. Mr. Moeller has been Vice Chairman and Chief Operating Officer since 2021 and previously served as Vice Chairman, Chief Operating Officer, and Chief Financial Officer from 2019 to 2021, as Vice Chairman and Chief Financial Officer from 2017 to 2019, and as Chief Financial Officer from 2009 to 2017. As the Company’s Chief Operating Officer, Mr. Moeller has responsibility for P&G’s Enterprise Markets, which include Latin America, India, the Middle East, Africa, Southeast Asia, and Eastern Europe. He also leads the Company’s Investor Relations, Information Technology, Global Business Services, Sales, Market Operations, Purchasing, Manufacturing, and Distribution efforts. Prior to his role as Chief Financial Officer, Mr. Moeller held leadership positions in various categories, sectors, and regions, including China, and has led significant merger and acquisition efforts in line with the Company’s portfolio optimization strategy. From 2011 to 2018, Mr. Moeller was a Director of Monsanto Company (agricultural products), where he chaired the Audit Committee. Mr. Moeller has significant and recognized Financial expertise and extensive Leadership, Strategy, and Risk Management skills and experience, which he has built over his nearly 33 years with the Company. In that time, he has both developed and executed global strategy, served as a key member of senior management, and led numerous, complex transactions and initiatives. Mr. Moeller has also held leadership positions in many of the Company’s global categories, including Beauty Care, Health Care, and Feminine Care, affording him meaningful Consumer Industry/Retail understanding. His International work and responsibility, including oversight of the Company’s Enterprise Markets, complements this perspective, affording him critical insight on P&G’s operations and strategic efforts around the globe.

  38. David S. Taylor

    David S. Taylor

  39. DIRECTOR SINCE 2015 • AGE 63

    DIRECTOR SINCE 2015 • AGE 63 Mr. Taylor is Chairman of the Board, President and Chief Executive Officer of the Company. In November 2021, he will assume the role of Executive Chairman of the Board. He has been President and CEO since 2015 and was elected Chairman of the Board in 2016. Mr. Taylor joined the Company in 1980 and, since that time, has held numerous positions of increasing responsibility in North America, Europe, and Asia in virtually all of the Company’s core businesses. Prior to becoming CEO, Mr. Taylor’s roles included Group President-Global Beauty, Grooming & Health Care, Group President-Global Health & Grooming, Group President-Global Home Care, and President-Global Family Care. He also played a key role in the design of P&G’s portfolio optimization strategy and has been leading the company through a transformation since 2015. Mr. Taylor also serves as the Chairman of The Alliance to End Plastic Waste, an initiative to advance solutions to eliminate unmanaged plastic waste in the environment. Mr. Taylor has been a Director of Delta Airlines since 2019. Mr. Taylor is a proven leader with more than 41 years of experience across many of P&G’s core categories, functions, and markets. Mr. Taylor has uniquely broad experience, having begun his career at P&G gaining more than a decade of valuable hands-on supply chain and operations experience, including a role as plant manager of the Company’s largest manufacturing facility. His subsequent transition to and more than twenty years of experience in marketing and general management roles provided Mr. Taylor with vast Marketing, Innovation and Consumer Industry/Retail expertise, and his assignments living in Asia and Europe, along with global management across the Company’s businesses, have given him an International perspective. All of these experiences, together with his significant Leadership, Strategy, and Risk Management skills and robust knowledge of the Company, enable him to provide valuable insight to and leadership of the Board and the Company.

  40. Margaret C. Whitman (Meg)

    Margaret C. Whitman (Meg)

  41. DIRECTOR SINCE 2011 • AGE 65

    DIRECTOR SINCE 2011 • AGE 65 Ms. Whitman is the former Chief Executive Officer of Quibi (mobile media), a position she held from 2018 to 2021. She was President and Chief Executive Officer of Hewlett Packard Enterprise (a multinational information technology enterprise) from 2015 to 2017 and Chief Executive Officer from 2017 to 2018. Prior to her role at Hewlett Packard Enterprise, she was President and Chief Executive Officer of Hewlett-Packard Company from 2011 to 2015, as well as Chairman of the Board from 2014 to 2015. She served as President and Chief Executive Officer of eBay Inc. from 1998 to 2008. Since 2021, Ms. Whitman has been a Director of General Motors and a Director of Lead Edge Growth Opportunities, Ltd. (a blank check company). She served as a Director of Dropbox from 2017 to 2020, Hewlett Packard Enterprise from 2015 to 2018, DXC Technology in 2017, and Zipcar, Inc. from 2011 to 2013 and as Chairman of the Board of HP Inc. from 2015 to 2017. Ms. Whitman also served as a Director of the Company from 2003 to 2008, having resigned in preparation for her 2010 California gubernatorial bid. Ms. Whitman’s roles as CEO of Hewlett Packard Enterprise, Hewlett-Packard Company, and eBay provide her extensive Consumer Industry/Retail and Digital, Technology, and Innovation experience, enabling her to contribute valuable perspective to the Board in these areas. In addition, her service on numerous public company boards affords her practical knowledge and understanding of Corporate Governance. Ms. Whitman also uses her considerable Leadership, Strategy, and Risk Management experience gained through both her past management roles and her entrepreneurial work with start-up companies to provide the Board with significant insight into the Company’s priorities and strategic plans for growth. Member of the Innovation & Technology Committee.

  42. Patricia A. Woertz (Pat)

    Patricia A. Woertz (Pat)

  43. DIRECTOR SINCE 2008 • AGE 68

    DIRECTOR SINCE 2008 • AGE 68 Ms. Woertz is the former Chairman of the Board and Chief Executive Officer of Archer Daniels Midland Company (“ADM”) (agricultural origination and processing), where she joined in 2006 as Chief Executive Officer and President and was named Chairman in 2007. Ms. Woertz retired as Chief Executive Officer of ADM in 2015 and as Chairman in 2016. Prior to joining ADM, Ms. Woertz was with Chevron Corp. for 29 years and retired as EVP Global Downstream. She began her career as a certified public accountant with Ernst & Ernst. Ms. Woertz has been a Director of 3M Company since 2016. She was a Director of Royal Dutch Shell plc from 2014 to 2017. With broad executive experience at Chevron and ADM, including as CEO of ADM, and having started her career as a CPA, Ms. Woertz contributes a valuable mix of International and Marketing experience and Finance expertise, enabling her to provide critical perspective on operational and financial aspects of the Company, including accounting and corporate finance matters. Additionally, Ms. Woertz’s experience as an executive of public companies and a director on other public company boards provides her with significant Leadership, Strategy, and Risk Management skills and Corporate Governance experience from which she draws to provide a broad perspective on governance matters and issues facing public companies. Chair of the Audit Committee and member of the Governance & Public Responsibility Committee. Corporate Governance The Company’s Purpose, Values, and Principles (our PVPs) are the foundation of everything we do, including Corporate Governance. We believe that strong governance practices contribute to better results for shareholders. As described below, we maintain governance principles, policies, and practices that support Board and management accountability and serve the best interests of our Company, our shareholders, and other stakeholders.

  44. Board Meetings and Committees of the Board

    | • | Oversees the Company’s overall compensation practices, principles, and policies, including base pay, short- and long-term incentive pay, retirement benefits, perquisites, severance arrangements, recoupment policies, stock ownership guidelines, and stock holding requirements, if any, and their specific application to principal officers elected by the Board and to non-employee Directors |

  45. The Board’s Oversight of Risk

    The Company’s Enterprise Risk Management Program Throughout the year, members of a cross-functional team within the Company conduct extensive interviews of numerous Company experts, leaders, and specialists across functions, geographies, and levels. This team seeks to identify, on a continual basis, the most pressing current and future potential risks facing the Company. Led by experienced risk and compliance professionals in Global Internal Audit, these risks are analyzed and reported to relevant business and governance leaders within the Company, who partner to develop plans and strategies to appropriately manage and mitigate these risks. Annually, the full Board discusses with senior management the most significant risks identified in the ERM process, providing input on the steps taken to mitigate each risk and plans for additional mitigation in the year ahead. Succession Planning Ensuring that the Company has skilled, seasoned leaders in its executive ranks and talent pipeline is a critical aspect of the Company’s long-term strategy and success. Underscoring this importance, the Board, with assistance from the C&LD Committee, directly oversees succession planning for all executive officers, including the CEO. To support its oversight and planning, the Board, in both regular and executive sessions, reviews and discusses the performance of and development plans for the Company’s senior executives. The Board also interacts with these executives as part of Board business and functional reviews and in regularly scheduled one-on-one meetings, helping ensure that our Directors are familiar with not only these individuals’ business results but also their broader leadership, management, and personal skills. Leading up to the recently announced CEO transition, the Directors completed extensive assessments of each candidate through one-on-one and group meetings with each candidate and engaged an external consultant to compile detailed feedback and 360° assessments to help inform the discussion. The Board conducted a thorough review process over the course of many regular and special meetings and executive sessions prior to making its decision. In order to ensure a strong pipeline for future succession, the C&LD Committee also conducts regular reviews of the Company’s highly rated more junior executives across business units and functions to ensure that appropriate development plans are in place for the next generation of leadership. Compensation-Related Risk As part of its risk oversight responsibilities, the C&LD Committee annually reviews the Company’s compensation policies and practices. In fiscal 2020-21, the C&LD Committee employed an independent compensation consultant, Frederic W. Cook & Co., Inc., which does not work for management and, among other tasks, reviewed and reported on all of the Company’s executive compensation programs, including the potential risks and other impacts of incentives created by the programs. For more details on the arrangement with Frederic W. Cook & Co., Inc., please see the section entitled “Role of Compensation Consultants” found on page 50 of this proxy statement. The independent compensation consultant’s review included an analysis of the Company’s short-, medium-, and long-term compensation programs covering key program details, performance factors for each program, target award ranges, maximum funding levels, and plan administrative oversight and control requirements. Key program elements assessed relating to potential compensation risks were pay mix, performance metrics, performance goals and payout curves, payment timing and adjustments, severance packages, equity incentives, stock ownership requirements, prohibitions on hedging and pledging, and trading policies. Members of management also performed a risk assessment of the Company’s other compensation programs including incentive programs from acquisitions, cost of programs, design elements, payment authorizations, and overall confirmation that plans do not encourage excessive risk-taking. The results of the consultant’s analysis of the Company’s executive compensation programs, as well as management’s review of the Company’s other compensation programs, were shared with the C&LD Committee, which concluded that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. In reaching its conclusion, the C&LD Committee noted that the Company’s compensation programs include a mix of cash and equity, as well as annual, medium-term, and long-term incentives. This mix of compensation, the design features of these programs, and the Company’s respective oversight and control requirements mitigate the potential of any individual inclination toward taking unnecessary risks. The C&LD Committee also acknowledged various other features of the Company’s compensation programs, policies, and practices designed to mitigate unwarranted risk. For example, the Company’s annual cash bonus program, STAR, provides the C&LD Committee with discretion to reduce or eliminate any award that would otherwise be payable. In addition, the performance metrics under STAR include both quantitative measures (e.g., top-line growth, bottom-line profits, free cash flow, etc.) and qualitative measures (e.g., relative performance, internal controls, etc.). These non-metric features mitigate the risk of an executive focusing too much on the specific financial metrics under STAR. Moreover, the performance metrics associated with the STAR Company Factor (core earnings per share growth and organic sales growth) are aligned with the Company’s business plans and strategic objectives. Further, the C&LD Committee recognized that the Company’s longer-term incentives include a balanced portfolio of stock options, restricted stock units, and performance stock units. These longer-term incentives incorporate a variety of payout horizons that focus executives on long-term performance: 10-year terms with three-year cliff-vesting for stock options, three-year cliff-vesting for restricted stock units, and a three-year performance period for performance stock units granted under the Performance Stock Program, or PSP. The C&LD Committee also noted that the design of the PSP reduces the likelihood that an executive will focus too much on a single performance measure by including four different performance categories with weightings of 20% or 30% each to provide a balanced risk profile. The categories are: organic sales growth relative to competitive peers, constant currency core before-tax operating profit growth, core earnings per share growth, and free cash flow productivity. In addition, actual performance against goals with respect to each of these performance measures will yield a payout from a minimum of 0% to a maximum of 200% of a senior executive’s target incentive opportunity. We believe that using this sliding scale approach, versus an all-or-nothing approach, discourages participants from taking unnecessary risks. Furthermore, the PSP also includes a relative Total Shareholder Return Multiplier to ensure further alignment with shareholder interests. Each of the financial measures is defined and further explained on page 45 of this proxy statement. Finally, the C&LD Committee acknowledged that the Company maintains several policies intended to mitigate inappropriate risk-taking, including stock ownership guidelines for senior executives, a recoupment policy that can be applied in the event of any significant financial restatement, and an insider trading policy that prohibits margin and hedging transactions by senior executives.

  46. Additional Governance Matters

    Margaret C. Whitman, a Director, is the former Chief Executive Officer of Quibi, a now-concluded mobile media startup in which she also held an approximately 5% ownership stake. In June 2019, the Company agreed to enter into a marketing agreement with Quibi, under which the Company paid a net sum of approximately $216,000 in FY2020-21. The Company’s discussions with Quibi regarding a potential business relationship began with Quibi founder Jeffrey Katzenberg prior to Ms. Whitman’s investment and employment; the 2019 agreement was entered in the normal course of business and was not initiated by Ms. Whitman. The Company ultimately entered into the agreement with Quibi after an extensive two-sided, arms-length negotiation. The Audit Committee reviewed and approved the Company’s agreement with Quibi under the Company’s Related Person Transaction Policy, and that approval required that someone other than Ms. Whitman continue to be the primary manager of Quibi’s relationship with the Company. In doing so, the Committee concluded that the agreement was not inconsistent with the best interests of the Company as a whole. In addition, Ms. Whitman, together with her husband, is an approximately 20% owner of FC Cincinnati, a Major League Soccer club based in Cincinnati. Ms. Whitman and her husband purchased this stake in November 2019. Prior to their investment in FC Cincinnati, the Company had in place a sponsorship agreement with the club. In spring 2020, the Company negotiated a nine-year sponsorship agreement valued at approximately $4.3 million. In spring 2021, the Company and FC Cincinnati entered into an addendum to increase the sponsorship amount by $4 million. Under these agreements, the Company paid $630,000 to FC Cincinnati in FY2020-21. The Company’s nine-year sponsorship was initiated prior to Ms. Whitman’s investment in FC Cincinnati; and both the agreement and addendum were entered in the normal course of business and were not influenced by Ms. Whitman. The Audit Committee reviewed and approved the Company’s initial sponsorship agreements with FC Cincinnati and the 2021 addendum under the Company’s Related Person Transaction Policy, and those approvals required that Ms. Whitman continue to remain uninvolved in the Company’s arrangements with FC Cincinnati and that any future agreements with the club be under terms substantially consistent with the Company’s other sports-related sponsorships. In doing so, the Committee concluded that the agreements were not inconsistent with the best interests of the Company as a whole. Other than as noted above, there were no transactions, in which the Company or any of its subsidiaries was a participant, the amount involved exceeded $120,000, and any Director, Director nominee, executive officer, or any of their immediate family members had a direct or indirect material interest reportable under applicable SEC rules or that required approval of the Audit Committee under the Company’s Related Person Transaction Policy, nor are there any currently proposed. Compensation Committee Interlocks and Insider Participation All members of the Compensation & Leadership Development Committee during FY 2020-21 were independent directors, and none were employees or former employees of the Company. There are no Compensation Committee interlocks between the Company and any other entities in which one of our executive officers serves on the compensation committee (or equivalent) or the board of directors of another entity whose executive officer(s) served on our C&LD Committee or Board of Directors. Availability of Corporate Governance Documents The Company’s corporate governance documents are available on the Company’s website at www.pg.com (information on the Company’s website is not incorporated by reference herein). Additionally, copies of the Company’s Amended Articles of Incorporation, the Company’s Code of Regulations, all Committee Charters, the Corporate Governance Guidelines (including Independence Guidelines, Confidentiality Policy, and Financial Literacy and Expertise Guidelines), the Worldwide Business Conduct Manual, the Company’s Purpose, Values, and Principles and the Related Person Transaction Policy are available in print upon request by writing to the Corporate Secretary at One Procter & Gamble Plaza, Cincinnati, OH 45202-3315. Code of Ethics The Company has a code of ethics for its Directors, officers, and employees. The most recent version of this code of ethics is contained in the Worldwide Business Conduct Manual. The Worldwide Business Conduct Manual is reviewed each year for appropriate updates, and employees, officers, and Directors are asked to annually certify their understanding of, and compliance with, its requirements. Only the Board may grant a waiver of any provision for a Director or executive officer, and any such waiver, or any amendment to the manual, will be promptly disclosed as required at www.pg.com. The Worldwide Business Conduct Manual, which is firmly rooted in the Company’s long-standing Purpose, Values and Principles, is made available to employees in 28 different languages and can be found on the Company’s website at www.pg.com (information on the Company’s website is not incorporated by reference herein). Communication with Directors and Executive Officers Shareholders and others who wish to communicate with the Board or any particular Director, including the Lead Director, or with any executive officer of the Company, may do so by email at boardofdirectors.im@pg.com or by writing to the following address: [Name of Director(s)/Executive Officer or “Board of Directors”] The Procter & Gamble Company c/o The Corporate Secretary’s Office One Procter & Gamble Plaza Cincinnati, OH 45202-3315 All such correspondence is reviewed by the Corporate Secretary’s Office, which logs the material for tracking purposes. The Board has asked the Corporate Secretary’s Office to forward to the appropriate Director(s) all correspondence, except for personal grievances, items unrelated to the functions of the Board, business solicitations, advertisements, and materials that are profane. Director Compensation The objective of the C&LD Committee is to provide non-employee members of the Board a compensation package consistent with the median of the Peer Group, as described on pages 50-51. Directors can elect to receive any part of their fees or retainer (other than the annual grant of Restricted Stock Units (“RSUs”)) as cash, RSUs, or unrestricted stock. Consistent with the practice of the past several years, the Company did not grant any stock options to Directors in FY 2020-21. Non-employee members of the Board received the following compensation:

  47. Additional Governance Matters

    | • | a grant of RSUs following election to the Board at the Company’s October 13, 2020 annual meeting of shareholders, with a value of $200,000. These units are forfeited if the Director resigns during the year, unless the resignation is for reasons of antitrust laws, or the Company’s conflict of interest, corporate governance, or continued service policies. These RSUs do not deliver in shares until at least one year after the Director leaves the Board and cannot be sold or traded until delivered in shares, thus encouraging alignment with the Company’s long-term interests and the interests of shareholders. These RSUs will earn dividend equivalents at the same rate as dividends paid to shareholders; |

  48. Additional Governance Matters

    | Director Compensation Table | | | | | | | | | Fees | | | | | | | Name | Annual Retainer ($) | Committee Chair & Lead Director Fees ($) | Total Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | B. Marc Allen | 46,066 | — | 46,066 | 0 | 0 | 46,066 | | Francis S. Blake | 120,000 | — | 120,000 | 200,000 | 0 | 320,000 | | Angela F. Braly | 120,000 | 20,000 | 140,000 | 200,000 | 0 | 340,000 | | Amy L. Chang | 120,000 | — | 120,000 | 200,000 | 0 | 320,000 | | Scott D. Cook | 30,000 | — | 30,000 | 0 | 0 | 30,000 | | Joseph Jimenez | 120,000 | 20,000 | 140,000 | 200,000 | 0 | 340,000 | | Debra L. Lee | 106,066 | — | 106,066 | 200,000 | 0 | 306,066 | | Terry J. Lundgren | 120,000 | 25,000 | 145,000 | 200,000 | 0 | 345,000 | | Christine M. McCarthy | 120,000 | — | 120,000 | 200,000 | 0 | 320,000 | | W. James McNerney, Jr. | 120,000 | 40,000 | 160,000 | 200,000 | 0 | 360,000 | | Nelson Peltz | 120,000 | — | 120,000 | 200,000 | 0 | 320,000 | | Margaret C. Whitman | 120,000 | — | 120,000 | 200,000 | 0 | 320,000 | | Patricia A. Woertz | 120,000 | 30,000 | 150,000 | 200,000 | 0 | 350,000 |

  49. Additional Governance Matters

    1 Director fees are paid quarterly. Each Director may elect to take these fees in cash, unrestricted stock, RSUs (which vest immediately and earn dividend equivalents), or a combination of the three. Mr. Allen was appointed to the board in February and his fees were prorated accordingly. Mr. Allen elected to take $46,066 of his fees in RSUs, which had a grant date fair value of $46,220. Mr. Blake elected to take $115,000 of his fees in unrestricted stock, which had a grant date fair value of $115,317. Ms. Braly elected to take $135,000 of her fees in RSUs, which had a grant date fair value of $135,226. Ms. Chang elected to take $60,000 of her fees in cash and $55,000 in RSUs, which had a grant date fair value of $55,179. Mr. Cook did not stand for reelection to the Board at the 2020 Annual Meeting and his term expired on October 13, 2020. His retainer was prorated accordingly, and he elected to take his fees in cash. Mr. Jimenez elected to take $135,000 of his fees in RSUs, which had a grant date fair value of $135,226. Ms. Lee was appointed to the Board in August 2020 and her fees were prorated to $106,066 which she took in cash. Mr. Lundgren elected to take $140,000 of his fees in RSUs, which had a grant date fair value of $140,168. Ms. McCarthy elected to take $120,000 of her fees in RSUs, which had a grant date fair value of $120,238. Mr. McNerney elected to take $155,000 of his fees in unrestricted stock, which had a grant date fair value of $155,262. Ms. Woertz elected to take $150,000 of her fees in RSUs, which had a grant date fair value of $150,291. The remaining Directors took their fees in cash. 2 Each year, upon election at the Company’s annual meeting of shareholders, every Director is awarded a $200,000 grant of RSUs which vest after one year as long as the Director remains on the Board. The RSUs earn dividend equivalents that are subject to the same vesting provision as the underlying RSUs and are accrued in the form of additional RSUs each quarter and credited to each Director’s holdings. Except for Mr. Allen, each Director has 1,387 RSUs outstanding (representing the grant on October 13, 2020, and subsequent dividend equivalents). Mr. Cook retired at the 2020 annual meeting and therefore did not receive the October 2020 RSU grant. In addition, Ms. Braly has 4,992 shares of retirement restricted stock outstanding as of June 30, 2021. 3 For all Board meetings throughout the fiscal year, Directors were entitled to bring a guest so long as the Director used the Company aircraft to attend the meeting and the guest’s attendance did not result in any incremental aircraft costs. Directors are also covered under the same insurance policy as all Company employees for accidental death while traveling on Company business (coverage is $750,000 for each Director). The incremental cost to the Company for this benefit is $1,854. In addition, the Company maintains a Charitable Awards Program for current and retired Directors who were participants prior to July 1, 2003. Under this program, at their death, the Company donates $1,000,000 per Director to up to five qualifying charitable organizations selected by each Director. Directors derive no financial benefit from the program because the charitable deductions accrue solely to the Company. The Company funds this contribution from general corporate assets. In FY 2020-21, one payment was made. The Company also made a $500 donation on behalf of each Director to the Children’s Safe Drinking Water Program or to a different charity of their choice. These donations were also funded from general corporate assets, and the Directors derive no financial benefit from these donations because the charitable deductions accrue solely to the Company. In recognition of Scott D. Cook’s service on the Board, the Company made a contribution of $10,000 to the United Way.

  50. A Focused Portfolio

    | • | We have built a focused portfolio of ten categories that leverage P&G strengths and where we have leading or significant market positions. These are daily use categories where performance drives brand choice. In each of these performance-driven categories, we continue to work to increase the superiority of our offerings. |

  51. Our Compensation Philosophy and Objectives

    | • | Pay Competitively by setting target compensation opportunities to be competitive with a Peer Group of other global corporations of similar size, value, and complexity. |

  52. Our Compensation Philosophy and Objectives

    | • | Focus on Long-Term Success by including equity as a cornerstone of our executive pay programs and by using a combination of short-term and long-term incentives to ensure a strong connection between Company performance and actual compensation realized. |

  53. Executive Compensation Program Overview

    | | | Program | Purpose | Key Characteristics | | | | Base Salary | Rewards Individual Performance | Market-competitive based on the median cash compensation of comparable positions in the Peer Group, regressed for revenue size. Fixed component with progression over time based on individual performance and scope of responsibility. | | | | Short-Term Achievement Reward (STAR) | Rewards Business Unit and Company Performance | At the beginning of the year, the C&LD Committee sets a market-competitive target as a percentage of salary for each NEO based on total cash compensation benchmarking. The STAR award is based on a weighted formula of 70% Business Unit Performance and 30% Total Company Performance. Each factor ranges from 0%-200%, so that exceptional performance results in higher awards and poor performance could result in a zero payout. Executives can elect to receive stock options in lieu of cash or may elect to defer into a non-qualified deferred compensation account. | | | | Long-Term Incentive Program (LTIP) | Award size rewards individual performance. Focuses executives on the long-term success of the Company and enhances retention. | Target grant values are based on peer median long-term compensation target values. Final award amounts are based on business results and individual contributions. 50% of the executive’s total LTI value is delivered in the LTIP. Executives can elect to receive their LTIP as stock options with three-year cliff-vesting and 10-year expiration or RSUs with three-year cliff-vesting, or a combination of both. | | | | Performance Stock Program (PSP) | Award size rewards individual performance. Focuses executives on key financial measures intended to drive P&G to the top-third of our competitive peer group. | 50% of the executive’s total LTI value is delivered in the PSP. The initial grant of Performance Stock Units (PSUs) pays out at the end of a three-year performance period based on the Company’s performance against four balanced financial metrics that are the key drivers of Total Shareholder Return, and is further modified by a Relative TSR Multiplier. | | | | Retention and Recognition | Retention of talent or recognition of exceptional performance. | RSUs with special vesting. No NEOs received a special equity award in FY 2020-21. | | | | Other Compensation | Ensure the safety and productivity of executives. | Annual physicals, financial planning, transportation, security, life insurance, and corporate aircraft use. | | | | • P&G Savings Plan • P&G Profit Sharing Trust and Employee Stock Ownership Plan (“PST”) • Nonqualified Deferred Compensation Plan • International Retirement Plan (“IRP”) • Global International Retirement Arrangement (“IRA”) | Provides market-competitive benefits for retirement income and tax-advantaged financial planning. | U.S. employees participate in the PST, in which the Company makes an annual contribution used to purchase Company stock. Foreign employees participate in the International Retirement Plan, in which they receive RSUs valued at an amount equal to the contribution that would have been contributed under the PST. A full description of Retirement Programs and Deferred Compensation is provided on page 47. |

  54. Long-Term Incentives

    Long-Term Incentives The majority of the NEOs’ compensation is delivered through two long-term incentives tied to sustained Company performance: the PSP and the LTIP. The C&LD Committee uses competitive market data to set total long-term compensation targets considering the median total long-term target compensation of comparable positions in the Peer Group, regressed for revenue size. The CEO recommends NEO grants to the C&LD Committee based on benchmarked long-term compensation targets, adjusted for business results and individual contributions attributable to each NEO, including that individual’s leadership skills and progress on key Equality & Inclusion and Sustainability initiatives. These recommendations can be up to 50% above or 50% below the benchmarked target for each level and role. The C&LD Committee retains full authority to accept, modify, or reject these recommendations. In exceptional cases, no grant will be awarded. One half of each NEO’s annual long-term compensation is allocated to PSP through an initial PSU grant as described below. The other half is an LTIP grant. Performance Stock Program (PSP) The PSP aligns the interests of the NEOs with shareholders by encouraging NEOs to focus on the aspects of the long-term performance of the Company that create shareholder value. In the first year of each three-year performance period, the C&LD Committee grants PSUs to each NEO. The number of PSUs that vest at the end of the performance period will depend on Company results against predetermined performance goals over the three-year period. The C&LD Committee sets targets at the beginning of each performance period for the following categories (“Performance Categories”):

  55. Long-Term Incentives

    | | Goal | What It Measures | Purpose of Measure | | | Relative Organic Sales Growth | 3-year compounded sales growth relative to the competitive peer group | Rewards strong sales growth relative to peers | | | Core EPS Growth | 3-year compounded core earnings per share growth | Rewards meeting / exceeding Core EPS growth target | | | Constant Currency Core Before–Tax Operating Profit Growth | 3-year core before tax profit excluding the impact of foreign exchange | Rewards meeting / exceeding operating profit growth target | | | Adjusted Free Cash Flow Productivity | 3-year average free cash flow productivity | Rewards effective conversion of earnings into cash to enable strong cash return to shareholders | | | Relative TSR Multiplier | 3-year Total Shareholder Return relative to competitive peer group | Increases payouts for top quartile performance and reduces payouts for bottom quartile performance |

  56. Long-Term Incentives

    The Core EPS Growth target for year one of the PSP program is typically linked to the external financial guidance provided at the beginning of the fiscal year. The Core EPS Growth targets for years two and three are based on our longer-term expected growth rates. These targets include the best estimates of the impact of our share repurchase program. The C&LD Committee then assigns a minimum and maximum performance goal for each Performance Category. At the end of the three-year performance period, each Performance Category will have a Performance Factor between 0% and 200%, depending on results achieved in each category. The Performance Factor will be 100% if the business results for the category are at target. Business results falling between the minimum and maximum performance goals are determined via linear interpolation. We believe that using a sliding scale to reward performance, as opposed to “all or nothing” goals, discourages participants from taking unnecessary risks to earn payments under the program. To determine the vested PSUs at the end of each three-year performance period, the C&LD Committee multiplies the initial PSU grant (plus compounded dividend equivalents) by the weighted average of the Performance Factors and the Relative TSR Multiplier, which is set at 125% for results in the top quartile of our peer set and 75% for results in the bottom quartile. The formula is as follows: PSUs vest at the end of the three-year performance period at which time the final payouts are determined. Upon settlement of their PSUs, NEOs may elect to defer receipt of the shares of Common Stock by choosing to instead receive retirement deferred RSUs. Long-Term Incentive Program (LTIP) Grant The LTIP grant is the second component of the Company’s long-term incentive compensation for its senior executives. Executives can elect to receive all or a portion of their LTIP grants in either RSUs or stock options prior to the grant date, with the exception of the CEO, whose grant form and amount is solely determined by the C&LD Committee. Stock options do not vest (and therefore are not exercisable) until three years from the date of grant and expire ten years from the date of grant, or earlier in the case of certain termination events. RSUs cliff-vest three years after grant date and are delivered, upon vesting, in shares of Common Stock, along with compounded dividend equivalents. These awards focus executives on the long-term success of the Company, and we believe the vesting restrictions enhance retention because employees who voluntarily resign from the Company during the specified vesting periods forfeit their grants. FY 2020-21 Long-Term Incentive Grants The following long-term incentive grants were made on October 1, 2020. Award amounts approved by the C&LD Committee vary from the grant date fair value shown in the table due to the impact of the Relative TSR Multiplier on the fair value of the PSUs granted under the PSP on the grant date. The actual compensation realized by each NEO will be determined by future Company performance.

  57. Long-Term Incentives

    | FY 2020-21 LONG-TERM INCENTIVE GRANTS | | | | | | | | | PSP Grant | | LTIP Grant | | | Total | | | PSUs | Grant Date | Options | RSUs | Grant Date | Grant Date | | | | Fair Value | | | Fair Value | Fair Value | | NEO | (#) | ($) | (#) | (#) | ($) | ($) | | David S. Taylor | 51,171 | 7,851,167 | 218,250 | 17,910 | 7,125,053 | 14,976,220 | | Andre Schulten | 1,096 | 168,159 | 0 | 3,286 | 457,543 | 625,702 | | Jon R. Moeller | 26,394 | 4,049,631 | 129,890 | 6,599 | 3,675,111 | 7,724,742 | | Steven D. Bishop | 12,024 | 1,844,842 | 78,893 | 0 | 1,674,109 | 3,518,951 | | Mary Lynn Ferguson-McHugh | 12,024 | 1,844,842 | 0 | 12,024 | 1,674,222 | 3,519,064 | | Shailesh Jejurikar | 12,024 | 1,844,842 | 78,893 | 0 | 1,674,109 | 3,518,951 |

  58. Long-Term Incentives

    The C&LD Committee approved a $14,250,000 long-term incentive award for Mr. Taylor. In determining this award, the Committee considered Mr. Taylor’s performance in leading the Company to significantly improved financial results while navigating the challenges of the pandemic and delivering correspondingly high total shareholder returns. Market-based compensation data from our peer group CEOs was taken into consideration when making the final award decision. The award shown for Mr. Schulten was based on his position of Senior Vice President, North America Baby Care, prior to his promotion to CFO. The C&LD Committee approved a long-term incentive award of $7,350,000 for Mr. Moeller. This award reflected the scope of Mr. Moeller’s role as Vice Chair, COO, and CFO, and his performance during FY 19/20. His position was unique within our peer companies, based on responsibilities that far exceed other Peer Group CFOs. Mr. Bishop, Ms. Ferguson-McHugh, and Mr. Jejurikar each received an award of $3,348,180 based on exceptional results in each of their respective business units, as well as taking into account market competitive data for their positions. PSP Goal Setting In conjunction with deciding the amount and allocation of the NEOs’ long-term incentive opportunities for FY 2020-21, the C&LD Committee set the PSP Performance Factors listed below for the three-year performance period starting July 1, 2020 through June 30, 2023. The delivery of results against these goals, combined with the relative TSR multiplier, will determine the ultimate payout for this portion of compensation.

  59. Long-Term Incentives

    | PSP GOALS FOR PERFORMANCE PERIOD JULY 1, 2020–JUNE 30, 2023 | | | | | | | | | Organic Sales Growth Percentile Rank in Peer Group (30% Weighting)(1) | | Constant Currency Core Before-Tax Operating Profit Growth (20% Weighting)(2) | | Core EPS Growth (30% Weighting)(3) | | Adjusted Free Cash Flow Productivity (20% Weighting)(4) | | | % Growth | Payout Factor | % Growth | Payout Factor | % Growth | Payout Factor | | Payout Factor | | 80(th) | 200% | ³12.0 | 200% | ³11.3 | 200% | ³115 | 200% | | 70(th) | 167% | 10.3 | 167% | 9.6 | 167% | 107 | 167% | | 60(th) | 133% | 8.7 | 133% | 8.0 | 133% | 98 | 133% | | Target 50(th) | 100% | Target 7.0 | 100% | Target 6.3 | 100% | Target 90 | 100% | | 40(th) | 67% | 5.3 | 67% | 4.6 | 67% | 82 | 67% | | 30(th) | 33% | 3.7 | 33% | 3.0 | 33% | 73 | 33% | | £20(th) | 0% | £2.0 | 0% | £1.3 | 0% | £65 | 0% |

  60. Long-Term Incentives

    1 Organic Sales Growth is a measure of sales growth excluding the impacts of acquisitions, divestitures, foreign exchange, and certain other items (as appropriate) from year-over-year comparisons. Relative Organic Sales growth is a measure of the percentile rank of the 3-year compound annual growth rate within a peer group of directly competitive consumer product companies. See Exhibit A for a definition of non-GAAP measures. 2 Constant Currency Core Before-Tax Operating Profit Growth is a measure of operating profit growth adjusted to exclude foreign exchange impacts and certain items that are not deemed to be part of the Company’s sustainable results, and will be based on the 3-year compound annual growth rate. See Exhibit A for a definition of non-GAAP measures. 3 Core EPS Growth is a measure of the Company’s diluted net earnings per share growth, adjusted for certain items that are not deemed to be part of the Company’s sustainable results, and will be based on the 3-year compound annual growth rate. See Exhibit A for a definition of non-GAAP measures. 4 Adjusted Free Cash Flow Productivity is the ratio of the 3-year sum of Operating Cash Flow excluding (as appropriate) certain impacts less the 3-year sum of Capital Expenditures to the 3-year sum of Net Earnings excluding (as appropriate) certain charges. See Exhibit A for a definition of non-GAAP measures. Looking Back: Realized Pay for PSP Performance Period JULY 1, 2018–JUNE 30, 2021 In addition to setting the performance goals for the new PSP cycle, the C&LD Committee reviewed the results for the Performance Period (July 1, 2018 to June 30, 2021), which paid out in August 2021. The C&LD Committee reviewed these results against the goals established at the beginning of that Performance Period to determine the realized pay for each NEO. PSP paid out at 200% of target based on exceptional financial results and top quartile TSR results vs. our competitive marketplace peers.

  61. Long-Term Incentives

    | PSP RESULTS FOR JULY 1, 2018–JUNE 30, 2021 | | | | | | Performance Factors | Target | Actual | Weight | Result | | Relative Organic Sales Growth(1) | 50(th) Percentile | 67(th) Percentile | 30% | 157% | | Constant Currency Core Before-Tax Operating Profit Growth(2) | 5.7% | 13.0% | 20% | 200% | | Core EPS Growth(3) | 6.3% | 10.3% | 30% | 180% | | Adjusted Free Cash Flow Productivity(4) | 90% | 108% | 20% | 172% | | Weighted Average of Performance Factors | | | | 175% | | Relative TSR Modifier(5) | | | | 125% | | Final PSP Payout(6) | | | | 200% |

  62. Long-Term Incentives

    1 Organic Sales Growth is the sales growth excluding the impacts of the adoption of a new accounting standard on revenue recognition in fiscal 2019, acquisitions, divestitures and foreign exchange from year-over-year comparisons. Relative Organic Sales growth is a measure of the percentile rank of the 3-year compound annual growth rate within a peer group of directly competitive consumer product companies. See Exhibit A for a reconciliation of non-GAAP measures. 2 Constant Currency Core Before-Tax Operating Profit Growth is the 3-year compound annual growth rate of Before-Tax Operating Profit, adjusted to exclude foreign exchange impacts, the charges for Shave Care impairment in fiscal 2019, and incremental restructuring in fiscal years 2019 and 2020. See Exhibit A for a reconciliation of non-GAAP measures. 3 Core EPS Growth is the 3-year compound annual growth rate of the Company’s diluted net earnings per share, adjusted for charges for early extinguishment of debt in fiscal 2018 and 2021, the gain on dissolution of the PGT Healthcare partnership, the charges for Shave Care impairment and anti-dilutive impacts in fiscal 2019, and incremental restructuring in fiscal years 2019 and 2020. See Exhibit A for a reconciliation of non-GAAP measures. 4 Adjusted Free Cash Flow Productivity is the ratio of the 3-year sum of Operating Cash Flow (excluding tax payments related to the transitional taxes from the U.S. Tax Act in all periods and tax payments related to the Merck Consumer OTC Healthcare acquisition in fiscal 2020, less the 3-year sum of Capital Expenditures) to the 3-year sum of Net Earnings (excluding the Shave Care impairment charges in fiscal 2019 and the gain on the dissolution of the PGT Healthcare partnership in fiscal 2019, and the losses on early extinguishment of debt in fiscal 2021). See Exhibit A for a reconciliation of non-GAAP measures. 5 The Relative TSR Modifier is a measure of P&G’s relative market total shareholder return performance versus a competitive peer group, calculated as a 3-year compound annual growth rate of the stock price including the impact of reinvested dividends. 6 The Final PSP payout was capped at 200% according to the program rules. The resulting NEO payouts are indicated below:

  63. Long-Term Incentives

    | REALIZED PAY FOR PERFORMANCE PERIOD JULY 1, 2018–JUNE 30, 2021 | | | | | | | Named Executive Officer | Initial # of PSUs Granted Plus Dividend Equivalents | Market Value of Target Award @ $134.93 | PSP Payout Factor | Final # of PSUs Awarded | Market Value of Final Award @ $134.93 | | David S. Taylor | 58,935 | 7,952,133 | 200% | 117,871 | 15,904,334 | | Andre Schulten | 1,253 | 169,130 | 200% | 2,507 | 338,270 | | Jon R. Moeller | 27,835 | 3,755,840 | 200% | 55,671 | 7,511,688 | | Steven D. Bishop | 12,843 | 1,732,839 | 200% | 25,686 | 3,465,812 | | Mary Lynn Ferguson-McHugh | 14,254 | 1,923,235 | 200% | 28,508 | 3,846,584 | | Shailesh Jejurikar | 13,760 | 1,856,582 | 200% | 27,520 | 3,713,274 |

  64. Long-Term Incentives

    The value of PSUs at target and awarded was calculated by multiplying the number of PSUs and accumulated dividend equivalents by the Company stock price as of June 30, 2021. These PSUs will deliver in shares of Common Stock or retirement deferred RSUs (as elected by the participants) in August 2021. The market value of the final award does not include a final payment of dividend equivalents on the PSUs, which took place on August 16, 2021, prior to delivery in shares.

  65. Retirement Programs

    Retirement Programs The Procter & Gamble Profit Sharing Trust and Employee Stock Ownership Plan (“PST”) is the Company’s primary retirement program for U.S.-based employees. The PST is a qualified defined contribution plan providing retirement benefits for full-time U.S. employees, including the NEOs. Under the PST, the Company makes an annual contribution of cash, which is used to purchase Company stock that is credited to each participant’s PST account, upon which dividends are earned. The amount of the stock grant varies based upon individual salaries and years of service. Some participants in the PST (including the NEOs) do not receive their full contributions due to federal tax limitations. As a result, they participate in the nonqualified PST Restoration Program. These individuals receive RSUs valued at an amount equal to the difference between the contribution made under the PST and what would have otherwise been contributed under the PST but for the tax limitations. Participants are vested in their PST accounts after five years of service, and similarly, their PST Restoration RSUs become non-forfeitable after five years of service. In addition, some individuals who would otherwise participate in the PST are ineligible due to their work locations. As a result, they participate in the nonqualified International Retirement Plan (“IRP”). These individuals receive RSUs valued at an amount equal to the contribution that would have otherwise been contributed under the PST had they been eligible to participate in the PST. IRP RSUs also become non-forfeitable after five years of service. The PST, the PST Restoration Program, and the IRP have created ownership at all levels of the Company. These programs continue to serve the Company and its shareholders well by focusing employees on the long-term success of the business. For non-U.S.-based employees, individual country plans provide retirement benefits. In addition, employees who work in multiple countries during their careers may also be eligible for supplemental benefits under the Global International Retirement Arrangement (“IRA”). Messrs. Schulten and Jejurikar participate in the IRA. Mr. Schulten also participates in a German Plan.

  66. Executive Compensation Changes for FY 2021-22

    Executive Compensation Changes for FY 2021-22 ESG and Incentive Compensation At its August 9, 2021 meeting, the C&LD Committee elected to introduce a new Environmental, Social, and Governance (ESG) Factor that will be applied to the annual incentive (STAR) program for senior executives commencing July 1, 2021. The ESG Factor reinforces our key commitments to ESG initiatives (which the Company collectively refers to as Citizenship) by linking a portion of senior executive pay directly to outcomes and progress achieved. The C&LD Committee will determine the ESG Factor at the end of the fiscal year, based on the STAR Committee’s recommendation, which is derived from an assessment of total Company fiscal year progress towards long-term Equality & Inclusion and Environmental Sustainability goals. These goals are based on various targets and ambitions reported in our annual Citizenship Report and reinforce our desire to be a “force for good and a force for growth” by ensuring a continued focus on gender diversity and multicultural representation, as well as our long-term environmental sustainability goals. The ESG Factor will adjust the Company Factor portion of the STAR award as a multiplier in the range of 80% to 120%. Leadership Changes On July 29, 2021, the Board elected Mr. Moeller as President and Chief Executive Officer of the Company and elected Mr. Tayor as Executive Chairman of the Board, both effective November 1, 2021. Accordingly, as of November 1, Mr. Moeller’s salary will increase to $1,600,000, his STAR target will increase to 200% of salary, and his long-term incentive opportunity will be valued at $11,200,000, with approximately 50% of the long-term incentive value in the PSP and 50% in LTIP. Also effective November 1, Mr. Taylor’s salary will decrease to $1,200,000, his STAR target will be 150% of salary, and his long-term incentive opportunity will be valued at $12,500,000, with approximately 50% of the long-term incentive value in the PSP and 50% in LTIP. The payout for the PSP grants made in FY 2021-22 will be made in August 2024 and will be based on the achievement goals established for the three-year performance cycle. The compensation to be realized from the LTIP grants will depend on the Company’s future stock price. In connection with his appointment as Chief Operating Officer, effective October 1, 2021, Mr. Jejurikar will receive an annual base salary of $1,000,000 and will participate in the Company’s annual incentive program with a target award equal to 120% of base salary. In relation to his election, and in connection with the Company’s annual equity grant cycle, the Board of Directors approved a long-term incentive award valued at $4,000,000, with approximately 50% of the long-term incentive value in the PSP and 50% in the LTIP.

  67. Compensation Governance Practices and Oversight

    | ☑ | Target compensation at the median of an appropriate peer group, with substantial variation based on performance. |

  68. Compensation Governance Practices and Oversight

    | ☑ | Multiple performance metrics under STAR and PSP remove any incentive to focus on a single performance goal to the detriment of other goals. |

  69. Compensation Governance Practices and Oversight

    | ☑ | Appropriate balance between short-term and long-term compensation discourages short-term risk-taking at the expense of long-term results. |

  70. Compensation Governance Practices and Oversight

    | ☑ | Double Trigger. Time-based equity awards do not vest solely on account of a change in control (requires a qualifying termination following a change in control). |

  71. Compensation Governance Practices and Oversight

    | ☑ | Engagement of an Independent Advisor. Our C&LD Committee engages an independent compensation consultant, who performs no other work for the Company, to advise on executive compensation matters. |

  72. Compensation Governance Practices and Oversight

    | ☒ | No employment contracts with executives containing special severance payments such as golden parachutes. |

  73. Compensation Governance Practices and Oversight

    | ☒ | No special executive retirement programs and no severance programs that are specific to executive officers. |

  74. Compensation Governance Practices and Oversight

    | ☒ | No gross-up payments to cover personal income taxes or excise taxes that pertain to executive or severance benefits. |

  75. Compensation Governance Practices and Oversight

    | ☒ | No re-pricing or backdating stock options. |

  76. Role of the Committee

    Role of the Committee The C&LD Committee is responsible to the Board for the Company’s overall compensation policies and their specific application to principal officers elected by the Board. In setting and overseeing executive pay, the C&LD Committee reviews a broad spectrum of information, including the ratio between the total compensation of the median employee and the total compensation of the CEO (found on pages 70-71 of this proxy). Across the Company, total compensation is benchmarked against an appropriate peer group, using median market pay as the competitive benchmark. Compensation can then be adjusted based on performance. In setting CEO and executive pay, the C&LD Committee takes into account the executive’s experience in the particular role, as well as the performance of the total Company and business units, and also considers individual performance. In setting CEO pay, other factors are considered by the Committee, such as the degree of pay alignment with the Company’s relative Total Shareholder Return (TSR) rank and the appropriate mix of short- and long-term pay and fixed and performance-based pay.

  77. Role of Compensation Consultants

    Role of Compensation Consultants For FY 2020-21, the C&LD Committee renewed its agreement with Frederic W. Cook & Co., Inc. to advise on various compensation matters, including Peer Group identification, competitive practices and trends, specific program design, and actions with respect to NEO and principal officer compensation. Prior to the renewal, the C&LD Committee evaluated the independence of Frederic W. Cook & Co., Inc., taking into account any relationships with the Company’s Directors, officers, and employees in accordance with NYSE listing standards. Based on this evaluation, the C&LD Committee concluded that Frederic W. Cook & Co., Inc. was an independent advisor. Under the terms of its agreement with the C&LD Committee, Frederic W. Cook & Co., Inc. was prohibited from conducting any other business for the Company or its management, and the C&LD Committee has direct responsibility for oversight and compensation of the work performed by Frederic W. Cook & Co., Inc. The C&LD Committee generally meets with its independent compensation consultant in an executive session at regularly scheduled C&LD Committee meetings. During FY 2020-21, Company management used a separate compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), to provide compensation advice, competitive survey analysis, and other benchmark information related to trends and competitive practices in executive compensation. Beginning on July 1, 2021, the C&LD Committee transitioned to Meridian as its sole independent compensation consultant to advise on compensation matters. Meridian will no longer provide compensation consulting services to Company management. At its August 9, 2021 meeting, the C&LD Committee evaluated the independence of Meridian in accordance with NYSE listing standards and concluded that Meridian is an independent advisor.

  78. Establishing Peer Groups and Market-Based Compensation

    Establishing Peer Groups and Market-Based Compensation The C&LD Committee structures executive compensation so that total targeted annual cash and long-term compensation opportunities are competitive with the targets for comparable positions at companies considered to be our peers (“Peer Group”), based on criteria described below. The C&LD Committee sets targets for each element of compensation considering the same elements of compensation paid to those holding similar roles at companies in our Peer Group, focusing on positions with similar management and revenue responsibility. For the CEO’s compensation analysis, the C&LD Committee considers the Company’s revenue, market capitalization, and relative performance compared to our Peer Group. The Peer Group is objectively determined and consists of global companies that generally meet the following criteria:

  79. Establishing Peer Groups and Market-Based Compensation

    | • | Have revenue comparable to the Company ($72.5 billion) and/or market capitalization comparable to the Company (approximately $345 billion) as of December 2020; |

  80. Establishing Peer Groups and Market-Based Compensation

    | • | Peer Group revenues range from $16 billion to $548 billion with a median of $66 billion; and |

  81. Establishing Peer Groups and Market-Based Compensation

    | • | Peer Group market capitalization ranges from $32 billion to $1,682 billion with a median of $181 billion. |

  82. Establishing Peer Groups and Market-Based Compensation

    | • | Compete with the Company in the marketplace for business and investment capital; |

  83. Establishing Peer Groups and Market-Based Compensation

    | • | Compete with the Company for executive talent; and |

  84. Establishing Peer Groups and Market-Based Compensation

    | • | Have generally similar pay models. We do not compare with companies in the financial services or insurance industries, where the mix of pay elements or program structure is generally materially different from our mix of pay elements and program structure. |

  85. Establishing Peer Groups and Market-Based Compensation

    Each year, the C&LD Committee evaluates and, if appropriate, updates the composition of the Peer Group. Changes to the Peer Group are carefully considered and made infrequently to ensure continuity from year to year. For FY 2020-21, the Committee did not make any changes to the Peer Group.

  86. Peer Group for Relative TSR Multiplier

    Peer Group for Relative TSR Multiplier The Company also establishes a peer group to calculate Relative Organic Sales Growth and the Relative TSR Multiplier used in our PSP formula. These companies are ones with which we compete in the marketplace.

  87. Peer Group for Relative TSR Multiplier

    | Peer Group for 2020 Compensation Decisions | | | Peer Group for Relative Organic Sales Growth and TSR Multiplier for 2020-23 | | | | | Performance Period | | Unique Peers | | Common Peers | Unique Peers | | 3M | Lockheed Martin | Colgate-Palmolive | Beiersdorf | | Abbott Laboratories | Merck | Johnson & Johnson | Church & Dwight | | AT&T | Microsoft | Kimberly-Clark | Clorox | | Boeing | Mondelez | | Edgewell | | Chevron | Nike | | Essity | | Coca-Cola | PepsiCo | | Henkel | | ExxonMobil | Pfizer | | Kao | | General Electric | Raytheon Technologies | | L’Oreal | | HP Inc. | Verizon | | Reckitt Benckiser | | Home Depot | Wal-Mart Stores | | Unicharm | | IBM | | | Unilever |

  88. Peer Group for Relative TSR Multiplier

    While the target total compensation for our NEOs is set considering size-adjusted median target total compensation within our Peer Group, actual compensation varies depending on the NEO’s responsibility and experience in the particular role, as well as on total Company, business unit, and individual performance. Consistent with our principles to pay for performance and pay competitively, substantial differences may exist among NEOs’ pay.

  89. Special Equity Awards

    Special Equity Awards On occasion, the C&LD Committee makes special equity grants in the form of RSUs to senior executives to encourage retention of the talent necessary to manage the Company successfully or to recognize superior performance. No special equity award was granted to any NEO in FY 2020-21.

  90. Summary Compensation

    | FY 2020–21 SUMMARY COMPENSATION TABLE | | | | | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus1 ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non- Equity Incentive Plan Compen- sation ($) | Change in Pension Value and Non- qualified Deferred Compen- sation Earnings(4) ($) | All Other Compen- sation(5) ($) | Total ($) | | David S. Taylor | | | | | | | | | | | Chairman of the | 2020-21 | 1,783,333 | 6,570,000 | 10,652,543 | 4,631,265 | 0 | 0 | 263,240 | 23,900,381 | | Board, President | 2019-20 | 1,700,000 | 6,014,600 | 11,242,037 | 3,437,505 | 0 | 0 | 510,986 | 22,905,128 | | and Chief Executive Officer | 2018–19 | 1,650,000 | 5,409,400 | 9,768,118 | 3,251,263 | 0 | 0 | 420,031 | 20,498,812 | | Andre Schulten Chief Financial Officer | 2020–21 | 608,583 | 951,563 | 666,792 | 0 | 0 | 0 | 71,177 | 2,298,115 | | Jon R. Moeller | | | | | | | | | | | Vice Chairman, | 2020-21 | 1,191,667 | 3,066,000 | 5,157,020 | 2,756,266 | 0 | 0 | 92,223 | 12,263,176 | | Chief Operating Officer | 2019-20 | 1,150,000 | 2,848,090 | 4,863,501 | 2,625,010 | 0 | 0 | 119,421 | 11,606,022 | | (Former CFO) | 2018–19 | 1,050,000 | 2,171,715 | 3,911,517 | 2,258,157 | 0 | 0 | 85,939 | 9,477,328 | | Steven D. Bishop | 2020-21 | 910,000 | 1,788,150 | 1,981,378 | 1,674,109 | 0 | 0 | 87,229 | 6,440,866 | | Chief Executive Officer— | 2019-20 | 910,000 | 1,628,900 | 2,371,962 | 1,255,571 | 0 | 0 | 82,246 | 6,248,679 | | Health Care | 2018–19 | 870,000 | 1,390,260 | 2,200,194 | 694,580 | 0 | 0 | 76,245 | 5,231,279 | | Mary Lynn Ferguson-McHugh | | | | | | | | | | | Chief Executive Officer— | 2020-21 | 910,000 | 1,541,313 | 3,655,600 | 0 | 0 | 0 | 87,334 | 6,194,247 | | Family Care | 2019-20 | 910,000 | 1,767,448 | 3,629,011 | 0 | 0 | 0 | 101,000 | 6,407,459 | | and New Business | 2018–19 | 877,500 | 1,543,300 | 2,429,675 | 770,875 | 0 | 0 | 75,741 | 5,697,091 | | Shailesh Jejurikar(6) | | | | | | | | | | | Chief Executive Officer— | 2020-21 | 798,333 | 1,614,330 | 1,900,372 | 1,674,109 | 0 | 0 | 236,329 | 6,223,473 | | Fabric and Home Care | | | | | | | | | |

  91. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table and footnotes provide information regarding grants of equity under Company plans made to the NEOs during FY 2020-21.

  92. Grants of Plan-Based Awards

    | GRANTS OF PLAN-BASED AWARDS | | | | | | | | | | | | Grant Date(1) | Compensation & Leadership Development Committee Action Date | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares or Stock Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards(2) ($ per share) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | Name/Plan Name | | | Threshold (#) | Target (#) | Maximum (#) | | | | | | David S. Taylor | | | | | | | | | | | LTIP Options(4) | 10/01/2020 | 08/11/2020 | | | | | 218,250 | 139.24 | 4,631,265 | | LTIP RSUs(5) | 10/01/2020 | 08/11/2020 | | | | 17,910 | | | 2,493,788 | | PSUs(6) | 10/01/2020 | 08/11/2020 | 0 | 51,171 | 102,342 | | | | 7,851,167 | | PST Restoration RSUs(7) | 08/06/2020 | 06/09/2020 | | | | 2,620 | | | 307,588 | | STAR Stock Options(8) | 09/15/2020 | 08/11/2020 | | | | | 162,717 | 138.63 | 3,308,037 | | Andre Schulten | | | | | | | | | | | LTIP RSUs(5) | 10/01/2020 | 08/11/2020 | | | | 3,286 | | | 457,543 | | PSUs(6) | 10/01/2020 | 08/11/2020 | 0 | 1,096 | 2,192 | | | | 168,159 | | PST Restoration RSUs(7) | 08/06/2020 | 06/09/2020 | | | | 350 | | | 41,090 | | Jon R. Moeller | | | | | | | | | | | LTIP Options(4) | 10/01/2020 | 08/11/2020 | | | | | 129,890 | 139.24 | 2,756,266 | | LTIP RSUs(5) | 10/01/2020 | 08/11/2020 | | | | 6,599 | | | 918,845 | | PSUs(6) | 10/01/2020 | 08/11/2020 | 0 | 26,394 | 52,788 | | | | 4,049,631 | | PST Restoration RSUs(7) | 08/06/2020 | 06/09/2020 | | | | 1,606 | | | 188,544 | | Steven D. Bishop | | | | | | | | | | | LTIP Options(4) | 10/01/2020 | 08/11/2020 | | | | | 78,893 | 139.24 | 1,674,109 | | PSUs(6) | 10/01/2020 | 08/11/2020 | 0 | 12,024 | 24,048 | | | | 1,844,842 | | PST Restoration RSUs(7) | 08/06/2020 | 06/09/2020 | | | | 1,163 | | | 136,536 | | Mary Lynn Ferguson-McHugh | | | | | | | | | | | LTIP RSUs(5) | 10/01/2020 | 08/11/2020 | | | | 12,024 | | | 1,674,222 | | PSUs(6) | 10/01/2020 | 08/11/2020 | 0 | 12,024 | 24,048 | | | | 1,844,842 | | PST Restoration RSUs(7) | 08/06/2020 | 06/09/2020 | | | | 1,163 | | | 136,536 | | Shailesh Jejurikar | | | | | | | | | | | LTIP Options(4) | 10/01/2020 | 08/11/2020 | | | | | 78,893 | 139.24 | 1,674,109 | | PSUs(6) | 10/01/2020 | 08/11/2020 | 0 | 12,024 | 24,048 | | | | 1,844,842 | | PST Restoration RSUs(7) | 08/06/2020 | 06/09/2020 | | | | 473 | | | 55,530 | | STAR Stock Options(8) | 09/15/2020 | 08/11/2020 | | | | | 71,780 | 138.63 | 1,459,287 |

  93. Grants of Plan-Based Awards

    1 Grant dates for equity awards are consistent from year to year. Beginning with the 2020-21 fiscal year, LTIP and PSP grants are made in October. 2 The options granted were awarded using the closing price of the Company stock on the date of the grant. 3 This column reflects the grant date fair value of each award computed in accordance with FASB ASC Topic 718. For stock awards, the actual amount paid will be based on the stock price on the delivery date. For options, the actual amount paid will be determined by multiplying the number of shares acquired by the difference between the market price of the Company’s common stock upon exercise and the grant price of the options. 4 These options are forfeitable until the later of retirement eligibility or one year after the grant date, will become exercisable on September 29, 2023, and will expire on October 1, 2030. For the retirement eligible NEOs (Mr. Taylor, Mr. Moeller, and Mr. Bishop,), prior to the first year anniversary of grant, the award will be pro-rated based on the number of days worked that year. 5 These units are forfeitable until the later of retirement eligibility or one year after the grant date and will deliver in shares on September 29, 2023. For the retirement eligible NEOs (Mr. Taylor, Mr. Moeller, and Ms. Ferguson McHugh), prior to the first year anniversary of grant, the award will be pro-rated based on the number of days worked that year. These units accumulate dividend equivalents at the same rate as dividends paid on common stock. 6 For awards granted under the Performance Stock Program, see page 43 of the Compensation Discussion & Analysis for applicable performance measures. These units are forfeitable until the later of retirement eligibility or one year after the grant date, and will deliver in shares in August 2023 unless elected otherwise by the NEO, subject to applicable tax rules and regulations. For the retirement eligible NEOs (Mr. Taylor, Mr. Moeller, Mr. Bishop, and Ms. Ferguson McHugh), prior to the first year anniversary of grant, the award will be pro-rated based on the number of days worked that year. These units accumulate dividend equivalents at the same rate as dividends paid on common stock. 7 For awards granted under the PST Restoration Program, dividend equivalents are earned at the same rate as dividends paid on common stock. These units will deliver in shares one year following retirement unless elected otherwise by the NEO, subject to applicable tax rules and regulations. 8 These options are nonforfeitable, will become exercisable on September 15, 2023, and will expire on September 13, 2030. These options reflect payment of the FY 2019-20 STAR award, which was previously included in the Bonus column of the Summary Compensation Table in the 2020 Proxy Statement.

  94. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table and footnotes provide information regarding stock option exercises and stock vestings during FY 2020-21 for the NEOs.

  95. Option Exercises and Stock Vested

    | OPTION EXERCISES AND STOCK VESTED | | | | | | | | | Option Awards | | | Stock Awards | | | | Name/ Plan Name | Option Grant Date | Number of Shares Acquired on Exercise(1) (#) | Value Realized on Exercise(2) ($) | Stock Award Grant Date | Number of Shares Acquired on Vesting(3) (#) | Value Realized on Vesting(4) ($) | | David S. Taylor(5) | | | | | | | | Key Manager | 02/28/2014 | 86,960 | 4,710,246 | | | | | STAR | 09/15/2014 | 65,054 | 3,818,265 | | | | | Key Manager | 02/27/2015 | 176,202 | 9,731,213 | | | | | STAR | 09/15/2015 | 68,275 | 4,507,560 | | | | | PSP 2018-2021 | | | | 02/28/2019 | 117,871 | 15,904,334 | | PST Restoration | | | | 08/06/2020 | 2,620 | 307,588 | | LTIP | | | | 10/01/2020 | 13,673 | 1,844,898 |

  96. Option Exercises and Stock Vested

    | OPTION EXERCISES AND STOCK VESTED | | | | | | | | | Option Awards | | | Stock Awards | | | | Name/ Plan Name | Option Grant Date | Number of Shares Acquired on Exercise(1) (#) | Value Realized on Exercise(2) ($) | Stock Award Grant Date | Number of Shares Acquired on Vesting(3) (#) | Value Realized on Vesting(4) ($) | | Andre Schulten | | | | | | | | Key Manager | 02/29/2012 | 22,952 | 1,582,311 | | | | | PSP 2018-2021 | | | | 02/28/2019 | 2,507 | 338,270 | | PST Restoration | | | | 08/06/2020 | 350 | 41,090 | | Special Award | | | | 04/01/2019 | 2,029 | 270,924 | | Key Manager | | | | 02/26/2016 | 4,441 | 547,841 | | Jon R. Moeller(6) | | | | | | | | Key Manager | 02/27/2015 | 132,151 | 6,538,841 | | | | | PSP 2018-2021 | | | | 02/28/2019 | 55,671 | 7,511,688 | | PST Restoration | | | | 08/06/2020 | 1,606 | 188,544 | | LTIP | | | | 10/01/2020 | 5,038 | 679,777 | | Steven D. Bishop | | | | | | | | Key Manager | 02/28/2013 | 68,452 | 3,684,087 | | | | | Key Manager | 02/28/2014 | 60,000 | 3,590,400 | | | | | PSP 2018-2021 | | | | 02/28/2019 | 25,686 | 3,465,812 | | PST Restoration | | | | 08/06/2020 | 1,163 | 136,536 | | Mary Lynn Ferguson-McHugh(7) | | | | | | | | Key Manager | 02/28/2013 | 39,381 | 2,290,005 | | | | | PSP 2018-2021 | | | | 02/28/2019 | 28,508 | 3,846,584 | | PST Restoration | | | | 08/06/2020 | 1,163 | 136,536 | | LTIP | | | | 10/01/2020 | 9,180 | 1,238,657 | | Shailesh Jejurikar | | | | | | | | Key Manager | 02/29/2012 | 31,209 | 1,967,415 | | | | | PSP 2018-2021 | | | | 02/28/2019 | 27,520 | 3,713,274 | | PST Restoration | | | | 08/06/2020 | 473 | 55,530 |

  97. Option Exercises and Stock Vested

    1 The Number of Shares Acquired on Exercise is the gross number of shares acquired. 2 The Value Realized on Exercise was determined by multiplying the number of shares acquired by the difference between the market price of the Company’s common stock upon exercise and the grant price of the options. 3 Number of Shares Acquired on Vesting is the gross number of shares acquired or deemed non-forfeitable. Please see footnote 2 in the Outstanding Equity at Fiscal Year-End Table for the definition of vesting for Stock Awards. 4 Value Realized on Vesting was determined by multiplying the number of shares acquired by the actual market price obtained or, in the absence of a broker transaction, value was determined by the closing price on the vesting date. The value of PSUs was determined by multiplying the closing market price of Company stock on June 30, 2021 ($134.93) by the number of PSUs. The market value of the PSUs does not include a final payment of dividend equivalents on the PSUs, which took place on August 16, 2021, prior to delivery in shares. 5 Mr. Taylor is retirement eligible and therefore 75% of his October 2020 LTIP RSU Grant was non-forfeitable on June 30, 2021. 6 Mr. Moeller is retirement eligible and therefore 75% of his October 2020 LTIP RSU Grant was non-forfeitable on June 30, 2021. 7 Ms. Ferguson-McHugh is retirement eligible and therefore 75% of her October 2020 LTIP RSU Grant was non-forfeitable on June 30, 2021.

  98. Pension Benefits

    Pension Benefits The following table and footnotes provide information regarding the Company’s pension plans for Mr. Schulten and Mr. Jejurikar as of the end of FY 2020-21. None of the other NEOs had any such arrangements with the Company.

  99. Pension Benefits

    | PENSION BENEFITS | | | | | | Name | Plan Name | Number of Years of Credited Service(1) | Present Value of Accumulated Benefit(2) ($) | Payments During Last Fiscal Year ($) | | Andre Schulten | The Procter & Gamble Company Global IRA | 8 years, 9 months | 2,138,000 | | | | The Procter & Gamble Pension Fund (Germany) | 8 years, 9 months | 359,000 | | | Shailesh Jejurikar | The Procter & Gamble Company Global IRA | 11 years, 1 months | 5,566,000 | |

  100. Pension Benefits

    1 Numbers in this column are computed as of the same pension plan measurement date used for financial statement reporting purposes for the Company’s audited financial statements as found in Note 8 to the Consolidated Financial Statements contained in the Company’s 2021 Annual Report on Form 10-K. 2 The following provides the assumptions used in each plan to calculate present value under SEC rules. The actual calculation of Mr. Schulten’s and Mr. Jejurikar’s benefit at the time of retirement may vary according to the terms of the Global IRA and the German Pension Plan at the time:

  101. Pension Benefits

    | Assumptions | Global IRA | German Pension Plan | | Retirement Age | 60 | 65 | | Discount Rate | 2.37% | 1.15% | | Salary Increase Rate | 3.50% | N/A | | Pension Increase Rate | N/A | 1.70% | | Pre-Retirement Decrements | None | None | | Post-Retirement Mortality Table | Pri-2012 using MP-2020 Projection Scale Blended | Heubeck 2018 G |

  102. Pension Benefits

    The following exchange rate as of June 30, 2021, was used to calculate present value: US$ 1.1902: Euro €1.00000

  103. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table and footnotes provide information regarding the Company’s non-tax-qualified defined contribution and deferred compensation plans for each of the NEOs for FY 2020-21. For a complete understanding of the table and the footnotes, please read the narrative that follows the table.

  104. Nonqualified Deferred Compensation

    | NONQUALIFIED DEFERRED COMPENSATION TABLE | | | | | | | | | Name | Plan Name | Aggregate Balance at FYE ‘20 (6/30/20) ($) | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY(1) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at FYE ‘21 (6/30/21) ($) | | David S. Taylor | Executive Deferred Compensation Plan | 3,097,841 | 601,460 | | 733,243 | | 4,432,544(2) | | | Employee Stock and Incentive Compensation Plan(3) | 16,510,800 | | 1,870,341(4) | 1,683,795 | 10,130,914(5) | 9,934,022(6) | | | PST Restoration Program | 4,020,365 | | 307,588(7) | 847,475 | 25,182 | 5,150,246(8) | | Andre Schulten | International Retirement Plan | 830,126 | | | 128,873 | | 958,999 | | | PST Restoration Program | 72,681 | | 41,090(7) | 18,329 | 3,715 | 128,385 | | Jon R. Moeller | Employee Stock and Incentive Compensation Plan(3) | 3,959,390 | | 689,134(4) | 406,256 | 2,380,225(5) | 2,674,555(9) | | | PST Restoration Program | 2,738,352 | | 188,544(7) | 454,497 | 15,825 | 3,365,568(10) |

  105. Nonqualified Deferred Compensation

    | NONQUALIFIED DEFERRED COMPENSATION TABLE | | | | | | | | | Name | Plan Name | Aggregate Balance at FYE ‘20 (6/30/20) ($) | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY(1) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at FYE ‘21 (6/30/21) ($) | | Steven D. Bishop | Employee Stock and Incentive Compensation Plan(3) | 2,490,034 | | | 260,203 | 1,324,477(11) | 1,425,760(12) | | | PST Restoration Program | 2,422,756 | | 136,536(7) | 397,500 | 9,908 | 2,946,884(13) | | Mary Lynn Ferguson-McHugh | Employee Stock and Incentive Compensation Plan(3) | 5,115,487 | | 1,255,666(4) | 555,451 | 2,758,885(5) | 4,167,719(14) | | | PST Restoration Program | 2,612,392 | | 136,536(7) | 427,040 | 11,284 | 3,164,684(15) | | Shailesh Jejurikar | Executive Deferred Compensation Plan | 352,783 | | | 143,943 | | 496,726 | | | PST Restoration Program | 274,448 | | 55,530(7) | 51,002 | 6,880 | 374,100 |

  106. Nonqualified Deferred Compensation

    1 Because none of the amounts included in this column are above-market earnings under SEC reporting rules, they are not reflected in the Summary Compensation Table. 2 Total includes $799,243 previously reported in Summary Compensation Tables for prior years. 3 Amounts shown include awards granted under the terms of either the 2009 Plan, the 2014 Plan, or the 2019 Plan, depending on which plan was in effect at the time the NEO elected to defer the award. 4 Total reflects 75% of the 2020 LTIP Stock Grant (less taxes paid on the grant at the end of calendar year 2020) which became nonforfeitable pro-rata through June 30, 2021 because the NEO is retirement eligible. These awards are also reported in the Summary Compensation Table found on page 54 of this proxy statement. 5 Total reflects the delivery of a 2016 Key Manager grant, 2018 LTIP grant, and taxes withheld on prior grants. 6 Total includes $6,561,388 previously reported in Summary Compensation Tables for prior years. 7 Total reflects registrant contributions in the form of RSUs pursuant to the PST Restoration Program, 100% of which are also reported in the Stock Awards column on the Summary Compensation Table found on page 54 of this proxy statement. 8 Total includes $1,316,777 previously reported in Summary Compensation Tables for prior years. 9 Total includes $1,627,766 previously reported in Summary Compensation Tables for prior years. 10 Total includes $1,380,800 previously reported in the Summary Compensation Tables for prior years. 11 Total reflects the delivery of a 2016 Key Manager grant and taxes withheld on prior grants. 12 Total includes $418,611 previously reported in Summary Compensation Tables for prior years. 13 Total includes $439,933 previously reported in the Summary Compensation Tables for prior years. 14 Total includes $2,445,063 previously reported in Summary Compensation Tables for prior years 15 Total includes $455,201 previously reported in the Summary Compensation Tables for prior years. The NEOs are eligible to participate in EDCP. Under EDCP, a participant may defer up to 75% of base salary and up to 100% of the STAR award. Amounts may be deferred for a minimum of one year or until termination of employment. Payments that commence upon retirement, death, or disability may be taken in a lump sum or installments (over a maximum period of ten years). All other payments under the plan are paid as a lump sum. Amounts deferred under EDCP are credited with market earnings based on the same fund choices available to all employees under The Procter & Gamble Profit Sharing Trust and Employee Stock Ownership Plan, one of the Company’s tax-qualified plans, with the exception of P&G stock, which is not offered as an investment option in the EDCP. Participants may change fund choices on a daily basis. LTIP Stock Grants made in the form of RSUs that become non-forfeitable prior to delivery due to the NEO being retirement eligible are included in the aggregate balance as deferred compensation awards under an employee stock and incentive compensation plan. Participants may also defer delivery of incentive awards earned under the PSP program and its predecessors, including the Business Growth Program, which terminated on June 30, 2010, by electing to receive RSUs with deferred delivery. The RSUs are governed by the employee stock and incentive compensation plan that was in effect at the time the award was granted. Similarly, other special equity awards that were deferred by an NEO are included in the aggregate balance for amounts deferred under an employee stock and incentive compensation plan. As described on page 47 of this proxy statement, federal tax rules limit the size of contributions that can be made to individuals pursuant to tax-qualified defined contribution plans like the PST. To account for these limitations, the Company utilizes the PST Restoration Program to make an additional annual contribution in the form of RSUs. Similar to the PST, these RSUs become non-forfeitable once an executive has at least five years of service. The default form of payment is a lump sum distribution one year after retirement, or the executive can elect to defer the lump sum to six or eleven years after retirement or to commence ten annual installments at six or eleven years after retirement. Generally, executives have until retirement to change a previous deferral election, with any such deferral elections or changes to deferral elections made in compliance with Section 409A of the Internal Revenue Code. These RSUs earn dividend equivalents at the same rate as dividends on Common Stock and are accrued in the form of additional RSUs each quarter and credited to the executive’s holdings. The value of each RSU may increase or decrease over time as the value is tied to the price of the Common Stock. Finally, NEOs may convert certain of their PST Restoration Program RSUs into notional cash with the same investment choices as those available under the EDCP. The Company’s IRP is designed to provide retirement benefits for employees whose participation in retirement plans in their home countries has been suspended because they are on assignments outside of that country. Under the IRP, the Company makes an annual contribution for each participant equal to the contribution that would have been made under the participant’s home country retirement plan had the participant remained in that country and eligible to participate in that plan. Historically, Company contributions to IRP were placed into one of several investment vehicles available within the IRP, at each participant’s election. Participants in the U.S. receive their contributions in RSUs. These contributions vest according to the terms and conditions of the participant’s home country retirement plan. Upon retirement from the Company, participants must elect to receive distributions from the IRP Trust in one of four ways: (1) fixed-income annuity, (2) variable annuity, (3) lump sum, or (4) annual installments (over a maximum of 15 years). Amounts the NEOs defer under any of the above-mentioned plans that are scheduled to be paid after termination of employment must be held by the Company for a minimum of six months in order to comply with Section 409A of the Internal Revenue Code.

  107. Payments upon Termination or Change in Control

    Payments upon Termination or Change in Control The Company does not have any employment contracts with its NEOs that require severance payments upon termination of their employment. The only situation in which a separation allowance may be paid is if an employee is encouraged to separate from the Company. Certain elements of compensation are, however, treated differently depending upon the specific circumstances of an NEO’s separation.

  108. Estimated Post-Employment Treatment of Compensation and Benefits

    | PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | | | | | | | Name | Voluntary Separation or Termination for Cause ($) | Written Separation Agreement ($) | Retirement or Disability ($) | Change in Control ($) | Death ($) | | David S. Taylor | | | | | | | Salary | 0 | 1,800,000 | 0 | 0 | 0 | | STAR(1) | 0 | 0 | 0 | 0 | 8,371,626 | | Long-Term Incentive Program(2) | 0 | 13,312,406 | 13,312,406 | 13,918,608 | 13,918,608 | | PSP(3) | 0 | 13,720,796 | 13,720,796 | 15,478,225 | 15,478,225 | | Executive Group Life Insurance | 0 | 0 | 0 | 0 | 5,000,000 | | Total | 0 | 28,833,202 | 27,033,202 | 29,396,833 | 42,768,459 | | Andre Schulten | | | | | | | Salary | 0 | 750,000 | 0 | 0 | 0 | | STAR(1) | 0 | 0 | 0 | 0 | 0 | | Long-Term Incentive Program(2) | 0 | 1,490,077 | 1,490,077 | 1,602,931 | 1,602,931 | | PSP(3) | 0 | 300,490 | 300,490 | 338,135 | 338,135 | | Special Equity Awards(4) | 0 | 0 | 0 | 0 | 0 | | Executive Group Life Insurance | 0 | 0 | 0 | 0 | 1,800,000 | | Total | 0 | 2,540,567 | 1,790,567 | 1,941,066 | 3,741,066 | | Jon R. Moeller | | | | | | | Salary | 0 | 1,200,000 | 0 | 0 | 0 | | STAR(1) | 0 | 0 | 0 | 0 | 0 | | Long-Term Incentive Program(2) | 0 | 9,586,282 | 9,586,282 | 9,809,551 | 9,809,551 | | PSP(3) | 0 | 7,020,510 | 7,020,510 | 7,927,003 | 7,927,003 | | Special Equity Awards(4) | 0 | 0 | 0 | 0 | 0 | | Executive Group Life Insurance | 0 | 0 | 0 | 0 | 2,880,000 | | Total | 0 | 17,806,792 | 16,606,792 | 17,736,554 | 20,616,554 | | Steven D. Bishop | | | | | | | Salary | 0 | 910,000 | 0 | 0 | 0 | | STAR(1) | 0 | 0 | 0 | 0 | 0 | | Long-Term Incentive Program(2) | 0 | 3,590,524 | 3,590,524 | 3,590,524 | 3,590,524 | | PSP(3) | 0 | 3,296,138 | 3,296,138 | 3,709,091 | 3,709,091 | | Special Equity Awards(4) | 0 | 0 | 0 | 0 | 0 | | Executive Group Life Insurance | 0 | 0 | 0 | 0 | 1,820,000 | | Total | 0 | 7,796,662 | 6,886,662 | 7,299,615 | 9,119,615 |

  109. Estimated Post-Employment Treatment of Compensation and Benefits

    | PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | | | | | | | Name | Voluntary Separation or Termination for Cause ($) | Written Separation Agreement ($) | Retirement or Disability ($) | Change in Control ($) | Death ($) | | Mary Lynn Ferguson-McHugh | | | | | | | Salary | 0 | 910,000 | 0 | 0 | 0 | | STAR(1) | 0 | 0 | 0 | 0 | 0 | | Long-Term Incentive Program(2) | 0 | 1,988,967 | 1,988,967 | 2,395,941 | 2,395,941 | | PSP(3) | 0 | 3,296,138 | 3,296,138 | 3,709,091 | 3,709,091 | | Special Equity Awards(4) | 0 | 0 | 0 | 0 | 0 | | Executive Group Life Insurance | 0 | 0 | 0 | 0 | 1,820,000 | | Total | 0 | 6,195,105 | 5,285,105 | 6,105,032 | 7,925,032 | | Shailesh Jejurikar | | | | | | | Salary | 0 | 810,000 | 0 | 0 | 0 | | STAR(1) | 0 | 0 | 0 | 0 | 0 | | Long-Term Incentive Program(2) | 0 | 6,238,108 | 6,238,108 | 6,238,108 | 6,238,108 | | PSP(3) | 0 | 3,296,138 | 3,296,138 | 3,709,091 | 3,709,091 | | Special Equity Awards(4) | 0 | 0 | 0 | 0 | 0 | | Executive Group Life Insurance | 0 | 0 | 0 | 0 | 1,620,000 | | Total | 0 | 10,344,246 | 9,534,246 | 9,947,199 | 11,567,199 |

  110. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Taylor, our Chairman of the Board, President and Chief Executive Officer. The pay ratio was calculated in a manner consistent with Item 402(u) of Regulation S-K and based upon our reasonable judgment and assumptions. For FY 2020-21, the median of the annual total compensation of all employees of the company (other than our CEO) was $69,671, and the annual total compensation of our CEO was $23,900,381. Based on this information, the ratio of the annual total compensation of Mr. Taylor to the median of the annual total compensation of employees was 343 to 1. In accordance with SEC requirements, we have replaced our prior median employee with a new median employee using the methodology outlined below. To identify the median of the annual total compensation of all our employees, we determined that, as of April 1, 2021, our employee population consisted of approximately 99,441 active employees working at our parent company and consolidated subsidiaries. Applying the de minimis exemption under the rule, we chose to exclude approximately 4,929 employees in 29 countries where payroll data is maintained outside the system that holds data for the majority of our employees, or less than 5% of the total.1 To identify the “median employee” from the resulting population of approximately 94,512 employees, we selected Total Gross Pay as the consistently applied compensation measure. Total Gross Pay reflects a wide variety of pay items, including monthly and bi-weekly wages earned, time-related bonuses (such as overtime, shift premiums, holiday bonuses), vacation pay, bonuses, stock option exercises, and other benefits and allowances. Because pay periods vary across jurisdictions, we measured Total Gross Pay using a three-month period covering January, February, and March 2021. For purposes of this disclosure, we converted the gross salary amounts from the local currency paid in the country into U.S. dollar amounts using an average of the exchange rates at the end of each month in the three-month period. With respect to the annual total compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for FY 2020-21 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column (column (j)) of our FY 2020-21 Summary Compensation Table included in this Proxy Statement. 1 We excluded the following approximate number of employees by jurisdiction: Turkey, 661; Ukraine, 521; Czech Republic, 518; Austria, 506; Pakistan, 493; United Arab Emirates, 487; South Africa, 397; Greece, 228; Nigeria, 190; Morocco, 153; Netherlands, 151; Portugal, 140; Sweden, 108; Ecuador, 48; Israel, 40; Kazakhstan, 39; Croatia, 37; Serbia, 36; Slovakia, 35; Bulgaria, 29; Azerbaijan, 22; Finland, 21; Denmark, 20; Kenya, 18; Norway, 11; Latvia, 10; Ghana, 5; Bangladesh, 3; Algeria, 2. Beneficial Ownership

  111. ITEM 1. ELECTION OF DIRECTORS

    ITEM 1. ELECTION OF DIRECTORS

  112. ITEM 4. SHAREHOLDER PROPOSAL — INCLUSION OF NON-MANAGEMENT EMPLOYEES ON DIRECTOR NOMINEE CANDIDATE LIST

    ITEM 4. SHAREHOLDER PROPOSAL — INCLUSION OF NON-MANAGEMENT EMPLOYEES ON DIRECTOR NOMINEE CANDIDATE LIST James McRitchie and Myra K. Young, 9295 Yorkship Court, Elk Grove, California, 95758, the owners of at least $2,000 in value of Common Stock of the Company, have given notice that they intend to present for action at the annual meeting the following resolution: Proposal 4 — Increase Diversity of Director Nominees Resolved: Procter & Gamble Company (‘PG” or ‘Company’) shareholders urge our board to adopt a policy (‘Policy’) of promoting significant representation of employee perspectives among corporate decision makers by requiring the initial list of candidates from which new director nominees are chosen (‘Initial List’) by the Governance and Public Responsibility Committee include (but need not be limited to) current or past PG non-management employees. The Policy should provide that any third-party consultant asked to furnish an Initial List will be requested to include such candidates. Whereas: There is growing consensus that employees on corporate boards can contribute to long-term corporate sustainability. Policymakers note, having companies run exclusively to benefit shareholders contributes to “stagnant wages, runaway executive compensation and underinvestment in research and innovation.”1 The Business Roundtable asks corporations to align with stakeholder interests, including employees.2 Last year, 37% of shares voted in favor of PG reporting annually on Diversity and Inclusion Efforts. Employee representation grows long-term value of companies in several ways. According to the National Bureau of Economic Research, giving workers formal control rights increases female board representation and raises capital formation.3 Employees are also often more diverse than boards in terms of race, gender, and wealth. The German “co-determination” model of shared governance provides a check against short-term capital allocation practices and other benefits.4 The 2018 UK Corporate Governance Code encourages boards to establish a method for gathering workforce views. Options include a director appointed from the workforce, a formal workforce advisory panel or designating a director to liaise with workers.5 Senators Baldwin and Warren introduced legislation codifying employee representation on corporate boards, noting that modern corporate governance needs to be accountable wider interests, notably employees.6 Polling demonstrates bipartisan public support (over 53%) for employee representation.7 Anticipated benefits include reduced turnover as employees are more empowered to influence firm-specific investments, better informed decision-making because employees have specialized knowledge, better monitoring of management with increased information channels, and reduced myopia since employees often take a longer-term view.8 While our Board satisfies independence requirements and strives for a culture of participation, it lacks formal representation from non-management employees, who bring a different understanding of operations than typical directors. Additionally, PG’s CEO was reportedly one of the 100 most overpaid CEOs.9

  113. ITEM 4. SHAREHOLDER PROPOSAL — INCLUSION OF NON-MANAGEMENT EMPLOYEES ON DIRECTOR NOMINEE CANDIDATE LIST

    | https://www.nytimes.com/2019/01/06/opinion/warren-workers-boards.html(1) |

  114. ITEM 4. SHAREHOLDER PROPOSAL — INCLUSION OF NON-MANAGEMENT EMPLOYEES ON DIRECTOR NOMINEE CANDIDATE LIST

    | https://www.nytimes.com/2020/09/22/business/business-roudtable-stakeholder-capitalism.html(2) |

  115. ITEM 4. SHAREHOLDER PROPOSAL — INCLUSION OF NON-MANAGEMENT EMPLOYEES ON DIRECTOR NOMINEE CANDIDATE LIST

    | http://economics.mit.edu/files/17273(3) |

  116. ITEM 4. SHAREHOLDER PROPOSAL — INCLUSION OF NON-MANAGEMENT EMPLOYEES ON DIRECTOR NOMINEE CANDIDATE LIST

    | https://rooseveltinstitute.org/wp-content/uploads/2020/07/RI_Policies-for-Worker-Representation-on-Corporate-Boards-Working-Paper-201910.pdf and https://ssrn.com/abstract=3684690(4) |

  117. ITEM 4. SHAREHOLDER PROPOSAL — INCLUSION OF NON-MANAGEMENT EMPLOYEES ON DIRECTOR NOMINEE CANDIDATE LIST

    | https://assets.kpmg/content/dam/kpmg/uk/pdf/2018/07/designated-NED.pdf(5) |

  118. ITEM 4. SHAREHOLDER PROPOSAL — INCLUSION OF NON-MANAGEMENT EMPLOYEES ON DIRECTOR NOMINEE CANDIDATE LIST

    | https://www.wsj.com/articles/companies-shouldnt-be-accountable-only-to-shareholders-1534287687(6) |

  119. ITEM 4. SHAREHOLDER PROPOSAL — INCLUSION OF NON-MANAGEMENT EMPLOYEES ON DIRECTOR NOMINEE CANDIDATE LIST

    | https://www.dataforprogress.org/blog/2018/12/14/employee-governance(7) |

  120. ITEM 4. SHAREHOLDER PROPOSAL — INCLUSION OF NON-MANAGEMENT EMPLOYEES ON DIRECTOR NOMINEE CANDIDATE LIST

    | https://www.corpgov.net/2020/04/kokkinis-and-sergakis-employee-participation-in-uk-companies/(8) |

  121. ITEM 4. SHAREHOLDER PROPOSAL — INCLUSION OF NON-MANAGEMENT EMPLOYEES ON DIRECTOR NOMINEE CANDIDATE LIST

    | https://www.asyousow.org/report-page/the-100-most-overpaid-ceos-2021#appendixa(9) |

  122. ITEM 4. SHAREHOLDER PROPOSAL — INCLUSION OF NON-MANAGEMENT EMPLOYEES ON DIRECTOR NOMINEE CANDIDATE LIST

    The Policy we propose resembles the Rooney Rule, which requires teams to interview minority candidates for head coaching and senior operations openings. By adopting the Rooney Rule, National Football League teams increased diversity and set a precedent for other industries. Policies similar to the Rooney Rule have been adopted by Amazon, Costco, Home Depot, Activision Blizzard, Dover, Expedia, Fastenal, Hilton Worldwide Holdings, L Bands, Robert Half International, Ross Stores and others. Increase Long-Term Shareholder Value Vote to Increase Diversity of Director Nominees – Proposal 4 THE BOARD RECOMMENDS A VOTE AGAINST THIS PROPOSAL FOR THE FOLLOWING REASONS: We believe our current Director candidate selection process is sound and serves the best interests of our Company and shareholders. We are proud of the robust Director candidate assessment and selection process that our Board follows, which has resulted in a diverse set of active, capable, and diligent Board members. In addition, our employees have a wide variety of channels to communicate with senior leadership and the Board of Directors, and we ensure through our annual employee survey that our senior leaders and our Board of Directors are aware of any issues of particular concern to our employee population. The proposal to alter our Director nomination process is unnecessary and not in the best interests of our shareholders or our Company. P&G has a robust Director nomination processes designed to identify skilled, experienced, and committed Director candidates. Our Board and Governance & Public Responsibility Committee (the “G&PR Committee”) devote substantial time to assessing the Board’s needs and evaluating potential candidates against the skills and qualifications set out in our Corporate Governance Guidelines. As discussed in the Election of Directors – Director Skills, Qualifications and Diversity section of this proxy statement, our leaders must embrace strong governance, epitomize the Company’s Purpose, Values, and Principles, and bring to bear the practical wisdom and seasoned judgment that comes from significant leadership skill and experience. Additionally, as set forth in our Corporate Governance Guidelines, the Board “seeks to achieve a mix of Board members that represents a diversity of background and experience, including with respect to age, gender, international background, race, and specialized experience.” Given the Board’s significant risk oversight and critical governance duties, our Corporate Governance Guidelines require that any employee Director nominee have relevant and broad experience to help ensure they can meaningfully fulfill their important duties to the Company and our shareholders. The G&PR Committee is uniquely situated to determine these critical skills, qualifications and diversity of backgrounds and experiences that best serve our Company, shareholders and other stakeholders, and to assess potential candidates against such criteria. Each Director must have the skills, experience, and perspective to appropriately represent the broad range of shareholder interests, not just those of any one group. Our G&PR Committee carefully evaluates potential Director candidates against the Board’s needs and assesses potential candidates for both the short term and for longer-term Board refreshment. Our G&PR Committee will consider shareholder recommendations for candidates to the Board, including a non-management employee candidate. As discussed in the Shareholder Recommendations of Board Nominees and Committee Process for Recommending Board Nominees section of this proxy statement, the G&PR Committee considers all candidates using the criteria discussed above and described in more detail in the Corporate Governance Guidelines, regardless of the source of the recommendation. We believe this process should apply to all Director candidates and that non-management employee Director candidates should not undergo a different, and potentially more favorable, process. Our approach has resulted in a Board of eminently qualified individuals, who bring seasoned judgment and a variety of skills and experiences with them into the boardroom. Our Director nominees are also demographically diverse—50% women and 33% multicultural—with a mix of tenure, age, and industry experience. We expect that Board members will exercise diligently and in good faith their independent judgment in the best interests of the Company and its shareholders as a whole, notwithstanding their other activities or affiliations. As outlined in this proxy statement, 10 of 12 members of the Board of Directors are independent, and all members who serve on Committees are independent. We highly value Board independence, and adding non-management employee Board members would lessen that independence. P&G provides numerous opportunities for employees to interact with senior leaders and communicate with the Board, ensuring the voices of our employees are heard and represented in the boardroom. Our people are critical to the success of our Company, and we are committed to ensuring that our employees know that they are valued, appreciated, and integral to the meaningful work that we do. Our employees have open access to senior leadership through regular town halls, mentoring programs, senior leadership email accounts, and regular site visits from the CEO and other senior leadership. This access to the senior leaders of our company ensures that employee voices are heard and represented in the boardroom. Directors have regular one-on-one meetings with senior leaders, where those leaders can raise employee concerns and provide additional perspective on the health and engagement of their specific organizations. Additionally, we have a helpline run by an independent third party where employees can voice any compliance or ethical concerns on a confidential basis (if desired), with results escalated to senior management or the Audit Committee as appropriate. Each year, we conduct an extensive employee survey covering topics such as confidence in the Company’s leadership and direction, equality and inclusion, decision making, and organization design and culture, the results of which are shared with the full Board of Directors. Over 68,000 of our employees (approximately 70%) provide input to the survey. We review the input at the Company level and organizational unit level, and we communicate back to employees in a timely way about what we heard and what actions will be taken. We believe this demonstrated commitment to understanding and action contributes to the very high response rate from employees. As discussed in the Communication with Directors and Executive Officers section of this proxy statement, employees and shareholders can communicate with the Board through email or by written correspondence. The Corporate Secretary’s Office reviews and tracks such correspondence and must forward all emails and/or letters to the appropriate Director, with exceptions for personal grievances and items unrelated to the functions of the Board. Our Board also holds meetings at different P&G sites, such as a 2019 Board visit to our offices in China, where Board members have the opportunity to visit and interact with employees. Given our robust Director nomination process and existing opportunities for employees’ voices to be represented in the boardroom, the proposal to alter our Director nomination process is unnecessary and not in the best interests of our shareholders or our Company. The Board of Directors recommends a vote AGAINST this proposal. Other Matters Specific information on how to file notices, proposals, and/or recommendations pursuant to either SEC Rule 14a-8 or the provisions in the Company’s Regulations is noted in the following sections. All notices, proposals, or recommendations should be sent to: The Procter & Gamble Company c/o The Corporate Secretary’s Office One Procter & Gamble Plaza

  123. ITEM 4. SHAREHOLDER PROPOSAL — INCLUSION OF NON-MANAGEMENT EMPLOYEES ON DIRECTOR NOMINEE CANDIDATE LIST

    Cincinnati, OH 45202-3315

  124. Shareholder Recommendations of Board Nominees and Committee Process for Recommending Board Nominees

    Shareholder Recommendations of Board Nominees and Committee Process for Recommending Board Nominees The Governance & Public Responsibility Committee will consider shareholder recommendations for candidates for the Board. The minimum qualifications and preferred specific qualities and skills required for Directors are set forth in Article II, Sections B through E of the Corporate Governance Guidelines. The Committee considers all candidates using these criteria, regardless of the source of the recommendation. The Committee’s process for evaluating candidates also includes the considerations set forth in Article II, Section B of the Committee’s Charter. After initial screening for minimum qualifications, the Committee determines appropriate next steps, including requests for additional information, reference checks, and interviews with potential candidates. In addition to shareholder recommendations, the Committee also relies on recommendations from current Directors, Company personnel, and others. From time to time, the Committee may engage the services of outside search firms to help identify candidates. During the fiscal year ended June 30, 2021, the Company engaged Egon Zehnder to help identify potential candidates for the Board. All nominees for election as Directors who currently serve on the Board are known to the Committee and were recommended by the Committee to the Board as Director nominees. Mr. Kempczinski was recommended to the Committee by the Company’s third-party search firm. Pursuant to the Company’s Regulations, a shareholder wishing to nominate a candidate for election to the Board at an annual meeting of shareholders without being included in the Company’s proxy statement is required to give written notice to the Secretary of the Company of his or her intention to make such nomination. The notice of nomination must be received at the Company’s principal executive offices not less than 140 days nor more than 240 days prior to the one-year anniversary of the preceding year’s annual shareholder meeting. Certain other notice periods apply if the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date. Based on the anticipated one-year anniversary of the 2021 annual meeting, a shareholder wishing to nominate a candidate for election to the Board at the 2022 annual meeting must provide such notice no earlier than February 14, 2022, and no later than May 25, 2022. As set forth in the Company’s Code of Regulations, the notice of nomination is required to contain information about both the nominee and the shareholder making the nomination, including information sufficient to allow the G&PR Committee to determine if the candidate meets certain criteria. A nomination that does not comply with the requirements set forth in the Company’s Code of Regulations will not be considered for presentation at the annual meeting.