DEF 14A of Procter & Gamble Co, Aug 25, 2023

DEF 14A of Procter & Gamble Co

Filed Aug 25, 2023 · FY20230001193125-23-220645

Open on EDGAR

  1. OF OUR DIRECTOR NOMINEES ARE

    OF OUR DIRECTOR NOMINEES ARE

  2. ITEM 1. ELECTION OF DIRECTORS (SEE PAGE 8)

    ITEM 1. ELECTION OF DIRECTORS (SEE PAGE 8) You are being asked to vote on the election of the 14 Director nominees listed below. Additional information about each nominee can be found beginning on page 12. All of the Directors are independent, with the exception of Mr. Moeller, who is an employee of the Company.

  3. Our Director Nominees and Their Combined Skills, Experiences, and Backgrounds

    Our Director Nominees and Their Combined Skills, Experiences, and Backgrounds P&G is a diverse consumer products company that operates in dynamic, complex, and competitive markets around the globe. Our leaders, including our Directors, must consistently bring to bear practical wisdom and seasoned judgment gained from significant leadership skill and experience, while remaining agile and adept at overseeing emerging risks and new business challenges. The Company’s Director nominees bring a variety of these skills and experiences to the Board and represent a diversity of backgrounds, including with respect to age, gender, race/ethnicity, and specialized experience. Further, the Board’s balanced tenure reflects its goal to achieve a blend of new and experienced Directors.

  4. Our Director Nominees and Their Combined Skills, Experiences, and Backgrounds

    | | Marketing | | Consumer Industry / Retail | | Global | | | Corporate Governance | | Leadership, Strategy, and Risk Management | | Digital / Technology / Innovation | | | Finance | | Government / Regulatory / Public Policy | | Environmental Sustainability |

  5. Our Director Nominees and Their Combined Skills, Experiences, and Backgrounds

    | Name | Position | Age | Board Tenure | Committee Memberships | | B. Marc Allen | Chief Strategy Officer and Senior Vice President of Strategy and Corporate Development at The Boeing Company | 50 | 2 years | Audit I&T | | Brett Biggs | Former Executive Vice President and Chief Financial Officer of Walmart, Inc. | 55 | — | § | | Sheila Bonini | Senior Vice President, Private Sector Engagement at World Wildlife Fund | 59 | 4 mos. | G&PR I&T | | Angela F. Braly | Former Chair of the Board, President and Chief Executive Officer of WellPoint, Inc. (now known as Elevance Health) | 62 | 13 years | Audit G&PR (Chair) | | Amy L. Chang | Former Executive Vice President and Executive Advisor at Cisco Systems, Inc.; Founder and Former Chief Executive Officer of Accompany, Inc. | 46 | 6 years | G&PR I&T | | Joseph Jimenez (Lead Director) | Co-Founder and Managing Director of Aditum Bio; Former Chief Executive Officer of Novartis AG | 63 | 5 years | C&LD I&T (Chair) | | Christopher Kempczinski | President and Chief Executive Officer of McDonald’s Corporation | 54 | 2 years | Audit C&LD | | Debra L. Lee | Chair of Leading Women Defined Foundation; Former Chairman and Chief Executive Officer of BET Networks | 69 | 3 years | C&LD G&PR | | Terry J. Lundgren | Former Executive Chairman, Chairman of the Board and CEO of Macy’s, Inc. | 71 | 10 years | C&LD (Chair) I&T | | Christine M. McCarthy | Strategic Advisor and Former Senior Executive Vice President and Chief Financial Officer of The Walt Disney Company | 68 | 4 years | Audit C&LD | | Jon R. Moeller | Chairman of the Board, President and Chief Executive Officer of the Company | 59 | 2 years | † | | Robert J. Portman | Former United States Senator and U.S. Trade Representative | 67 | 4 mos. | Audit G&PR | | Rajesh Subramaniam | President and Chief Executive Officer of FedEx Corporation | 57 | 1 year | G&PR I&T | | Patricia A. Woertz | Former Chairman and Chief Executive Officer of Archer Daniels Midland Company | 70 | 15 years | Audit (Chair) G&PR |

  6. Our Director Nominees and Their Combined Skills, Experiences, and Backgrounds

    † Not a member of any Committees because the Committees are all comprised of independent Directors. § The Board will determine Mr. Biggs’s Committee assignments upon his election. C&LD Compensation & Leadership Development G&PR Governance & Public Responsibility I&T Innovation & Technology

  7. Our Director Nominees and Their Combined Skills, Experiences, and Backgrounds

    | AVG. AGE | AVG. TENURE | GENDER | RACE/ETHNICITY | INDEPENDENCE | | 61 | <5 | 43% | 36% | 13/14 | | years | years | female | racially/ethnically diverse | independent |

  8. Our Director Nominees and Their Combined Skills, Experiences, and Backgrounds

    | | The Board of Directors recommends a vote FOR each of the above Director nominees. |

  9. Election of Directors

    Election of Directors Our Board of Directors has general oversight responsibility for the Company’s affairs pursuant to Ohio’s General Corporation Law and the Company’s Amended Articles of Incorporation, Code of Regulations, and By Laws of the Board of Directors. In exercising its fiduciary duties, the Board represents and acts on behalf of the Company’s shareholders and is committed to strong corporate governance, as reflected through its policies and practices. The Board is deeply involved in the Company’s strategic planning process, leadership development, succession planning, and oversight of risk management. Our Board of Directors nominated the 14 individuals listed on pages 12-18 for election at the 2023 annual meeting. All of the Director nominees, except Mr. Biggs, currently serve on the Board, and all but Mr. Biggs, Ms. Bonini, and Mr. Portman were elected for a one-year term at the 2022 annual meeting. The current terms of the incumbent nominees for Director will expire at the 2023 annual meeting when their successors are elected, and the Board has nominated each of these individuals and Mr. Biggs for a one-year term that will expire at the 2024 annual meeting when their successors are elected. Each of the Director nominees identified in this proxy statement has consented to being named as a nominee in our proxy materials and has accepted the nomination and agreed to serve as a Director if elected by the Company’s shareholders. If any nominee becomes unable or unwilling to serve between the date of the proxy statement and the annual meeting, the Board may designate a new nominee, and the persons named as proxies will vote on that substitute nominee.

  10. Director Skills, Qualifications, and Diversity

    Director Skills, Qualifications, and Diversity P&G is a diverse consumer products company that operates in a dynamic, complex, and competitive environment in markets around the globe. Our Directors must consistently bring to bear the practical wisdom and seasoned judgment gained from significant leadership experience, while remaining agile and adept at overseeing emerging risks and business challenges. Accordingly, our Board looks for leaders who embrace strong governance and oversight, exemplify the Company’s Purpose, Values, and Principles, and provide a breadth of experience and expertise across disciplines, all while being firmly grounded in the practical challenges facing global companies. As the summary on pages 10-11 provides in additional detail, the Company’s 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 or apply a strict “Rooney Rule” approach, the Board’s overall diversity is a significant consideration in the Director nomination process and a component of our direction to the independent search firm that helps us identify potential candidates. Further, as reflected in the current makeup of the Board and the diverse slate of nominees, one of our priorities in the Director nomination process is ensuring that our Board reflects the diversity of our Company and our consumers.

  11. Director Skills, Qualifications, and Diversity

    | The G&PR Committee oversees our Director nomination process and devotes substantial time, in conjunction with the Board, to evaluating the Board’s needs and assessing potential candidates for both the short term and for longer-term Board refreshment. The G&PR Committee also ascertains whether the Director nominees (including any properly submitted shareholder nominees) fulfill the requirements of the Corporate Governance Guidelines. In the last year, the Board has added three new Directors—Sheila Bonini, Rob Portman, and Raj Subramaniam—each of whom contributes valuable insight and expertise to the Board. For this year’s election, the Board has nominated 14 individuals to the Board. Their collective experience covers a wide range of geographies and industries. These 14 Director nominees range in age from 46 to 71. Six of these nominees, or 43%, are women, and five are racially/ethnically diverse. Further, our Board has a good balance of experienced and new Directors, with more than half of our incumbent Director nominees having tenures of five years or less. | |

  12. Our Director Nominees’ Skills, Experience, and Background

    Our Director Nominees’ Skills, Experience, and Background

  13. Our Director Nominees’ Skills, Experience, and Background

    | | 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 platforms and practices. | | | Consumer Industry/Retail Directors with experience serving consumers, particularly in the areas of marketing and selling products or services, 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. | | | Global Directors who have worked in global companies or whose work has encompassed significant experience in or interactions with markets outside of the United States 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. | | | 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. | | | Leadership, Strategy, and Risk Management Directors with significant leadership experience over an extended period, including as chief executive officers, provide the Company with unique insights. These individuals demonstrate a practical understanding of how large organizations operate, the importance of talent management, and the complex considerations in 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 successful leaders. | | | Digital/Technology/Innovation Directors with digital and technology experience help the Company understand the evolution of fast-paced technology, assess and respond to potential cybersecurity challenges and risks, 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/Public Policy Directors with government and public policy experience, whether as members of the government or through extensive interactions with government leaders, policy makers, and regulatory agencies, can recognize, identify, and understand the key issues the Company faces in an economy increasingly affected by the role of governments and regulators around the world. This experience is particularly helpful during current times of increased volatility, activity, and uncertainty in global politics and economics. | | | Environmental Sustainability Directors who have particular experience leading, overseeing, or advocating for corporate environmental sustainability efforts help ensure that the Company’s work in this area—including matters such as climate change, waste, nature impacts, and responsible sourcing—is integrated into our strategy for long-term growth and value creation. These Directors, through service on board-level sustainability committees, oversight of environmental strategy and programs, engagement in strategic partnerships, or broader community impact efforts, understand the importance of integrating these key focus areas into the Company’s business in a balanced and impactful manner. |

  14. Our Director Nominees’ Skills, Experience, and Background

    Each of our Director nominees brings valuable and diverse skills, experience, and background to the Board. We summarize in the table below the core competencies and attributes that each Director particularly exemplifies and that the G&PR Committee and our Board considered in nominating them. We expect all of our Directors to provide broad strategic insight and perspective across disciplines in their service on the Board, even if not specifically identified below.

  15. Our Director Nominees’ Skills, Experience, and Background

    | | The Board of Directors recommends a vote FOR each of the following Director nominees to hold office until the 2024 annual meeting of shareholders and until their successors are elected. |

  16. Our Director Nominees’ Skills, Experience, and Background

    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 executive council 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. In addition to his tenure at Boeing, Mr. Allen was a practicing attorney and law clerk to former U.S. Supreme Court Justice Anthony M. Kennedy. He is also an Aspen Institute Henry Crown Fellow, member of the Council on Foreign Relations, and has served as board chairman for International Justice Mission, a non-profit dedicated to combating forced labor slavery, human trafficking, and other human rights violations.

  17. SKILLS & QUALIFICATIONS

    SKILLS & QUALIFICATIONS Mr. Allen brings a wealth of insight and practical expertise to the Board, including notable Global 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 on a wide range of matters, including long-term business planning, investments, corporate development, and Environmental Sustainability. Having previously led Boeing’s international legal practice group from its inception, overseeing government affairs and cross-border trade regulation matters, and leading Boeing Capital Corporation, Mr. Allen also brings significant insight and experience regarding Government/ Regulatory affairs, Corporate Governance, and Financial oversight to the Board. Committees: Audit, Innovation & Technology Mr. Biggs is the former Executive Vice President and Chief Financial Officer of Walmart, Inc. (global retailer), a role he held from 2016 until June 2022, when he assumed the position of Executive Advisor until his retirement in January 2023. Prior to his time as CFO of Walmart, Inc., Mr. Biggs served as Chief Financial Officer of Walmart International from 2014 to 2016 and of Walmart U.S. from 2012 to 2014. He also served as Senior Vice President Operations for Sam’s Club from 2010 to 2012. During his more than 20-year career with Walmart, Mr. Biggs held several other leadership roles, including Chief Financial Officer of Sam’s Club, Senior Vice President-Corporate Finance and Assistant Treasurer, and Senior Vice President-International Strategy and Mergers and Acquisitions. Prior to joining Walmart in 2000, Mr. Biggs worked in roles related to corporate finance and mergers and acquisitions with Leggett & Platt (manufacturing), Phillips Petroleum Co., and Price Waterhouse. He also currently serves as Senior Advisor at Blackstone (asset management). In addition to his private sector work, Mr. Biggs previously served on the American Red Cross Board of Governors, on the Board of Regents at Pepperdine University, and on the Board of Trustees of the National Urban League.

  18. SKILLS & QUALIFICATIONS

    SKILLS & QUALIFICATIONS Mr. Biggs is a seasoned leader and Financial expert, having served as Chief Financial Officer of one of the world’s largest multinational companies in the Consumer Industry/Retail space and holding multiple CFO and related executive roles at Walmart, its subsidiaries, and other organizations during his career. As a result, the Board expects Mr. Biggs will contribute significant insight and expertise related to complex financial matters, including accounting and financial reporting, tax, treasury, and capital strategy. In addition, Mr. Biggs has demonstrated Leadership, Strategy, and Risk Management experience, having served on Walmart’s senior leadership team and in numerous strategy-related roles with the company. Further, his Global experience, gained as CFO of Walmart International and in his leadership of Walmart’s expansion and partnerships in countries like Japan, China, India, the United Kingdom, and Brazil, will enable him to bring critical perspective on the challenges and opportunities facing multinationals in the current global environment. The Board also anticipates that Mr. Biggs will contribute unique Digital/Technology and Corporate Governance insights, having served as a key leader during Walmart’s transition from traditional brick and mortar to broader omnichannel retail operations, as a member of the board of Walmart’s FinTech startup joint venture with Ribbit Capital, and as a Director at Adobe, Inc., one of the world’s largest digital media and digital experience software companies. Other Public Company Boards: YUM! Brands, Inc. (since Aug. 2023), Adobe, Inc. (since 2022) Committees: The Board will determine Mr. Biggs’s Committee assignments upon his election. Ms. Bonini is Senior Vice President of Private Sector Engagement for World Wildlife Fund (nonprofit conservation organization), a role she has held since 2016. Previously, she served as Chief Executive Officer of The Sustainability Consortium, a global nonprofit organization focused on making consumer products more sustainable, from 2014 to 2016. Prior to this role, Ms. Bonini spent more than fifteen years with McKinsey & Company (consulting) in roles in the United States, Europe, and South America, including serving as a Senior Expert Consultant in the firm’s Sustainability and Resource Productivity Practice, as co-leader of its Sustainability Transformation Service, and as a Senior Expert Consultant in its Strategy Practice focusing on Regulatory and Business in Society. Ms. Bonini holds a degree in Applied Mathematics from Harvard University and an MBA from Stanford University Graduate School of Business and began her career working in investment banking with Goldman Sachs Group and Merrill Lynch. She currently serves on the boards of The Sustainability Consortium and the High Meadows Institute, a policy institute focused on the role of business leadership in creating a sustainable society.

  19. SKILLS & QUALIFICATIONS

    SKILLS & QUALIFICATIONS Throughout much of her career, Ms. Bonini has focused on the intersection of Environmental Sustainability and value creation. In her role with WWF-US, Ms. Bonini oversees a broad portfolio of partnerships with leading companies from around the world, focusing on driving sustainability efforts across climate, nature, and people in both company supply chains and in consumer habits and choices. This work, coupled with her prior leadership of The Sustainability Consortium, where she focused on strategies to transform consumer goods across the full product lifecycle, and her consulting roles with McKinsey, enable her to contribute valuable Environmental Sustainability, Marketing, and Regulatory experience and insight to the Board. Additionally, as a proven leader, strategic advisor, and well-regarded expert, Ms. Bonini contributes meaningful Leadership, Strategy, and Risk Management skills across business and sustainability matters, drawing upon her experience and education in Finance-related fields to provide value-driven insights and perspective. Committees: Governance & Public Responsibility, Innovation & Technology Ms. Braly is the former Chair of the Board, President and Chief Executive Officer of WellPoint, Inc. (healthcare insurance), now known as Elevance Health. 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.

  20. SKILLS & QUALIFICATIONS

    SKILLS & QUALIFICATIONS 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 Regulatory and Public Policy skills to the Board. In particular, her experience leading WellPoint during the significant industry and regulatory transformation driven by the Affordable Care Act enables her to provide additional insight and perspective on regulatory and policy impacts. Further she has been engaged in oversight of the Company’s efforts across Environmental Sustainability, drawing upon her prior and current service as chair or member of multiple external board committees with responsibility for oversight of topics such as climate and emissions, safety, and environmental matters. Other Public Company Boards: ExxonMobil Corp. (since 2016), Brookfield Corporation (since 2015), Lowe’s Companies (2013 to 2021) Committees: Governance & Public Responsibility (Chair), Audit Ms. Chang is a former Executive Vice President at Cisco Systems, Inc. (networking technology), 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. (relationship intelligence), 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. In addition to her directorships, she was a member of Target Corporation’s Digital Advisory Council from 2013 to 2016. She currently serves as an advisor with Google’s Moonshot Factory (X), with a focus on climate and sustainability, on the Executive Council for UCSF Health, and on the Stanford School of Engineering Dean’s Advisory Council.

  21. SKILLS & QUALIFICATIONS

    SKILLS & QUALIFICATIONS 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. Further, her service on multiple public company boards, including on nominating and governance committees, affords her meaningful Corporate Governance understanding and insight. Other Public Company Boards: The Walt Disney Company (since 2021), Marqeta, Inc. (2021 to 2022), Cisco Systems, Inc. (2016 to 2018) Committees: Governance & Public Responsibility, Innovation & Technology Mr. Jimenez is Co-Founder and Managing Director of Aditum Bio (biotech venture fund). He is the former Chief Executive Officer of Novartis AG (global healthcare), 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.

  22. SKILLS & QUALIFICATIONS

    SKILLS & QUALIFICATIONS Mr. Jimenez, in addition to his proven Corporate Governance experience gained from his leadership of Novartis and service on several public company boards, has a strong track record of strategic 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 his role as CEO, he was also involved in several environmental sustainability efforts related to climate and water, key pillars of the Company’s environmental sustainability work, and led the company’s diversity and inclusion task force. In addition, not only does Mr. Jimenez offer critical Global 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. Other Public Company Boards: Graphite Bio, Inc. (since 2020), Century Therapeutics, Inc. (since 2019), General Motors Company (since 2015) Committees: Compensation & Leadership Development, Innovation & Technology (Chair) 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 Kraft Heinz Company (food and beverage), 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. Prior to these roles, he worked at PepsiCo in a variety of operating and strategic planning roles. Mr. Kempczinski began his career in brand management at P&G and was also a strategy consultant at The Boston Consulting Group. He currently serves on the Board of Trustees for the Ronald McDonald House Charities.

  23. SKILLS & QUALIFICATIONS

    SKILLS & QUALIFICATIONS 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, enable him to bring relevant and actionable insights, including valuable Marketing and brand building perspective, to the Board. As CEO of McDonald’s, which has significant Global operations, Mr. Kempczinski brings considerable insight into the operating, regulatory, and cultural complexities associated with the Company’s global footprint. He has further demonstrated his skills and expertise in Technology and Innovation in his leadership of global strategy and innovation at McDonald’s, where business transactions increasingly occur through digital channels, and has played a key role in accelerating growth through innovation at the company by prioritizing these areas within its strategy. Further, Mr. Kempczinski’s recognized Leadership, Strategy, and Risk Management abilities have allowed him to guide McDonald’s through the dynamic challenges and opportunities posed by current global operating conditions, including with respect to key Environmental Sustainability strategies, which have been highly valuable to the Board as it oversees the Company’s long-term growth and operating strategy. Other Public Company Boards: McDonald’s Corporation (since 2019) Committees: Audit, Compensation & Leadership Development Ms. Lee is Chair of Leading Women Defined Foundation (nonprofit education and advocacy organization), which she founded in 2009. Previously, she served as Chairman and Chief Executive Officer of BET Networks (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, originally receiving her Juris Doctor from Harvard Law School. She founded the Monarchs Collective in 2020 to help accelerate the development and placement of diverse talent in executive leadership and board room roles. In addition, Ms. Lee has served on the boards of various civic organizations, including on the Board of Trustees of The American Film Institute and of the Paley Center for Media, as President Emeritus of the Alvin Ailey Dance Theater, and as Trustee Emeritus of Brown University.

  24. SKILLS & QUALIFICATIONS

    SKILLS & QUALIFICATIONS 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. Ms. Lee is also recognized for her advocacy for gender and racial equality and human rights throughout her more than 30-year career in media and public life. This same experience, including as a seasoned executive in the media industry, along with her broad board experience, provide her with extensive Marketing and Consumer Industry skills, which are particularly valuable as the Company continues to evolve its media strategy. Other Public Company Boards: Warner Bros. Discovery (since 2022), Burberry Group plc (since 2019), Marriott International, Inc. (since 2004), AT&T, Inc. (2019 to 2022), Twitter, Inc. (2016 to 2019), WGL Holdings, Inc. (2000 to 2018) Committees: Compensation & Leadership Development, Governance & Public Responsibility Mr. Lundgren is a former Operating Partner of Long-Term Private Capital (BlackRock private equity fund) and the former Chairman and Chief Executive Officer of Macy’s, Inc. (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. Earlier in his career, Mr. Lundgren was Chairman and CEO of Neiman Marcus, and he served on the Board of Kraft Foods, Inc. from 2012 to 2015 and the Board of the New York Federal Reserve Bank from 2011 to 2017. He has also been engaged in numerous civic efforts, including as former Co-Chairman for the Partnership for New York City.

  25. SKILLS & QUALIFICATIONS

    SKILLS & QUALIFICATIONS 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 Federated Department Stores, which was later named Macy’s, Inc. This experience enables him to contribute his deep knowledge of the evolving consumer and Retail landscape, along with his broad experience with dynamic marketing practices, including digital marketing, to the Board. In addition, during his tenure at Macy’s Inc., Mr. Lundgren managed the company’s sustainability committee, which focused on early adoption of solar energy and strategies for carbon-footprint reduction through transportation efficiency. He also oversaw the creation and development of “The Workshop,” a program that helped launch numerous diverse-, women-, LGBTQ- and veteran-owned small businesses and has served as an important aspect of Macy’s strategic plan for supplier diversity for more than a decade. Further, as long-standing Chair of the Company’s Compensation & Leadership Development Committee and through his service on multiple public-company boards during his career, Mr. Lundgren also brings valued Corporate Governance experience, particularly as it relates to policies and practices for executive compensation. Other Public Company Boards: Macy’s, Inc. (2003 to 2018) Committees: Compensation & Leadership Development (Chair), Innovation & Technology Ms. McCarthy is a Strategic Advisor at The Walt Disney Company (global entertainment), having previously served as Senior Executive Vice President and Chief Financial Officer from 2015 to June 2023. 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, rising to be Executive Vice President, Finance in 1993. Ms. McCarthy currently serves on the Board of Trustees of the Carnegie Institution for Science, an independent research institution dedicated to advancing scientific investigation, research, and discovery in service of humankind. She has also served on the boards of numerous other civic and educational organizations, including Phoenix House of California, Inc., the Los Angeles Philharmonic Association, UCLA Anderson School of Management, and Smith College.

  26. SKILLS & QUALIFICATIONS

    SKILLS & QUALIFICATIONS 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. Further, her experience at Disney and leadership of its Brand and Franchise Management groups affords her valuable perspective on the Consumer Industry and long-term brand building. In addition, as CFO, Ms. McCarthy led Disney’s strategy and merger & acquisition teams. She was a core member of Disney’s acquisition teams for more than 20 years and worked on and led significant deals outside of the United States. In her oversight of Disney’s worldwide finance organization, which included corporate real estate, corporate alliances and partnerships, enterprise controllership, investor relations, risk management, tax, and treasury, Ms. McCarthy had Global responsibilities and experience, including supervision of Disney’s global enterprise technology, global security, and cybersecurity groups. She also oversaw the Disney Accelerator, a business development program designed to advance the growth of innovative companies from around the world. This significant scope and experience provide her with extensive Leadership, Strategy, and Risk Management skills and valuable Corporate Governance experience. Committees: Audit, Compensation & Leadership Development Mr. Moeller is Chairman of the Board, President and Chief Executive Officer of the Company. He assumed the role of President and CEO in November 2021 and was named Chairman of the Board effective July 2022. Mr. Moeller previously served as Vice Chairman and Chief Operating Officer from 2021 until his appointment as President and CEO, 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. In addition to his leadership of the Company for nearly two years, Mr. Moeller has held numerous and significant responsibilities in his career at P&G. As the Company’s Chief Operating Officer, he had responsibility for P&G’s Enterprise Markets, which include Latin America, India, the Middle East, Africa, Southeast Asia, and Eastern Europe. He also led the Company’s Investor Relations, Information Technology, Global Business Services, Sales, Market Operations, Purchasing, Manufacturing, and Distribution efforts. In addition, 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. He also serves on the boards of the Alliance to End Plastic Waste, the Business Roundtable, the Consumer Goods Forum, and Catalyst, a global non-profit that accelerates progress for women through workplace inclusion.

  27. SKILLS & QUALIFICATIONS

    SKILLS & QUALIFICATIONS Mr. Moeller has significant and recognized Financial expertise, seasoned Corporate Governance insight, and extensive Leadership, Strategy, and Risk Management skills and experience, which he has built over his nearly 35 years with the Company. In that time, he has both developed and executed global strategy, served as a key member of senior management, led numerous, complex transactions and initiatives, and worked closely with Regulatory agencies and Government officials around the globe to address critical policy, business, and tax matters. Both as CEO and in his prior leadership roles, Mr. Moeller has emphasized the critical importance of superior Innovation and market growth as imperatives within the Company’s strategy, including the integration of Environmental Sustainability as a key focus area. He further has helped modernize and advance P&G’s Information Technology approach, overseeing the Company’s IT function for several years and prioritizing the development of enterprise-wide Digital acumen to enable increased productivity. 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 Global work and responsibility, including current role as President and CEO and prior 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. Other Public Company Boards: Monsanto Company (2011 to 2018) Mr. Portman is a former United States Senator, having represented the State of Ohio from 2011 until his retirement in 2023. He previously served in cabinet-level positions in the executive branch, first as U.S. Trade Representative from 2005 to 2006 and then as Director of the Office of Management and Budget (“OMB”) from 2006 to 2007. From 1993 to 2005, he served as a Congressman in the U.S. House of Representatives. Mr. Portman, who holds a Juris Doctor from the University of Michigan School of Law, began his career in private legal practice and later worked as Associate Counsel and then Director of Legislative Affairs under President George H. W. Bush from 1989 to 1991. He currently serves as a Distinguished Visiting Fellow in the Practice of Public Policy at the American Enterprise Institute and is the Founder of the Portman Center for Policy Solutions within the University of Cincinnati’s School of Public and International Affairs, which focuses on fostering civility and bipartisanship among future public service leaders.

  28. SKILLS & QUALIFICATIONS

    SKILLS & QUALIFICATIONS With his legal experience and public service career that spanned three decades and four presidential administrations, including multiple terms in both houses of Congress, Mr. Portman brings deep and significant Government, Regulatory, and Public Policy expertise to the Board. As Director of the OMB, he oversaw development of the executive budget and administration of federal agency performance. Through both his service on the Senate Foreign Relations Committee and in his role as U.S. Trade Representative, Mr. Portman developed unique Global knowledge and expertise, particularly as it relates to international tax and trade policy, that benefits the Board as it oversees the Company’s operations in markets around the world. He is also recognized for his Leadership, Strategy, and Risk Management skills, having led bipartisan policymaking efforts across key issues like infrastructure, trade, energy, and workforce development and ultimately securing enactment of more than 200 bills across both Republican and Democratic administrations. In addition, Mr. Portman has focused on critical Digital and Technology issues, founding the Senate’s Artificial Intelligence Caucus and advocating for improved cybersecurity practices, including co-authoring the bill that would become the Cyber Incident Reporting for Critical Infrastructure Act of 2022. As a result, he brings meaningful insight and expertise on how technology, infrastructure, and cybersecurity intersect within government and private enterprise, further strengthening the Board’s oversight of this important area. Committees: Audit, Governance & Public Responsibility Mr. Subramaniam is President and Chief Executive Officer of FedEx Corporation (transportation and business services), a position he has held since June 2022. He previously served as President and Chief Operating Officer of FedEx from March 2019 to May 2022, as President and Chief Executive Officer of Federal Express Corporation (“FedEx Express”) from January 2019 to March 2019, and as Executive Vice President – Chief Marketing & Communications Officer of FedEx from January 2017 to December 2018. Prior to these roles, Mr. Subramaniam held various leadership positions in operations and marketing across the FedEx portfolio of operating companies, including as a Senior Vice President and Vice President in the company’s Canada and Asia Pacific businesses. Originally from India, he holds master’s degrees in chemical engineering and business administration and began his career with FedEx in 1991. He also serves as a board member with the U.S.-India Strategic Partnership Forum, as a member of the U.S.-India CEO Forum, and as Vice Chair of the U.S.-China Business Council. Mr. Subramaniam was appointed to the President’s Export Council, the principal national advisory committee on international trade, in 2023.

  29. SKILLS & QUALIFICATIONS

    SKILLS & QUALIFICATIONS Mr. Subramaniam’s significant leadership roles across FedEx’s businesses afford him broad Leadership, Strategy, and Risk Management skills, particularly in the areas of corporate operations, strategy, communications, and Marketing. In addition, his Global leadership experience in markets outside the United States and focus on the continued globalization of FedEx’s operations and business allows him to contribute unique insights and perspective to the Board. Mr. Subramaniam has also been recognized for his Digital, Technology, and Innovation skills, which include strengthening FedEx’s operating strategy, growing its e-commerce business, and driving digital transformation of its global supply chain, including the prioritization of Environmental Sustainability work within FedEx’s operations. These skills, including the use of digital innovation to promote sustainability and network optimization, are highly valuable to the Board as the Company continues to focus on strategic opportunities for ongoing supply chain innovation and increased digital acumen. Other Public Company Boards: FedEx Corporation (since 2020), First Horizon Corporation (2016 to 2022) Committees: Governance & Public Responsibility, Innovation & Technology 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, serving in several executive roles, including President, Chevron International and Executive Vice President, Global Downstream. She began her career as a certified public accountant with Ernst & Ernst. Ms. Woertz is currently a senior advisor to Tanium, a cybersecurity and network operations company, and is a member of the Board of Directors of Northwestern Memorial HealthCare. She previously served as a member of the President’s Export Council, the principal national advisory committee on international trade.

  30. SKILLS & QUALIFICATIONS

    SKILLS & QUALIFICATIONS 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 Global 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. In her board service at both 3M and Shell, Ms. Woertz served on committees with oversight responsibility for significant Environmental Sustainability matters, advising management on policies, practices, and risks across climate change, human rights, and other sustainability matters. Other Public Company Boards: 3M Company (2016 to 2022) Committees: Audit (Chair), Governance & Public Responsibility How we conduct our business matters, and P&G has committed to doing what is right and to being a good corporate citizen. A sustainably strong business depends on maintaining trust, and that requires maintaining strong ethical and compliance standards and ensuring strong Board leadership and oversight. That is why good governance, including our Purpose, Values, and Principles, is the foundation for everything we do, rather than a separate focus area.

  31. COMMUNICATION WITH DIRECTORS AND EXECUTIVE OFFICERS

    COMMUNICATION WITH DIRECTORS AND EXECUTIVE OFFICERS Shareholders and other interested parties 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/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. One objective of the C&LD Committee is to provide non-employee members of the Board a compensation package consistent with the median of the compensation peer group, as described on pages 54-55. 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. Non-employee members of the Board received the following compensation:

  32. COMMUNICATION WITH DIRECTORS AND EXECUTIVE OFFICERS

    | • | A grant of RSUs following election to the Board at the Company’s October 11, 2022 annual meeting of shareholders, with a value of $200,000. These RSUs 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 |

  33. COMMUNICATION WITH DIRECTORS AND EXECUTIVE OFFICERS

    | • | An annual retainer fee of $120,000 paid in quarterly increments |

  34. COMMUNICATION WITH DIRECTORS AND EXECUTIVE OFFICERS

    | • | An additional annual retainer paid to the Lead Director and Chair of each Committee as follows: Lead Director, $40,000; Chair of the Audit Committee, $30,000; Chair of the C&LD Committee, $25,000; Chairs of the Governance & Public Responsibility and Innovation & Technology Committees, $20,000 |

  35. COMMUNICATION WITH DIRECTORS AND EXECUTIVE OFFICERS

    Non-employee members of the Board must own Company stock and/or RSUs worth six times their annual retainer. A number of the non-employee Directors were appointed or elected to the Board within the last few years. However, all non-employee Directors either meet or are on track to meet the ownership requirements within the five-year period established by the C&LD Committee. In order to keep the Director pay package in line with the competitive market, in June 2023, the C&LD Committee approved an increase in Director compensation effective in fiscal 2023-24 as follows: an increase in the annual equity award from $200,000 to $220,000 and an increase in the Lead Director fees from $40,000 to $50,000. The following table and footnotes provide information regarding the compensation paid to the Company’s non-employee Directors in FY 2022-23. Directors who are employees of the Company receive no compensation for their service as Directors. For FY 2022-23, Mr. Moeller was an employee Director and did not receive a retainer, fees or a stock award for his Board service. Mr. Biggs is a Director Nominee and did not receive any compensation from the Company in FY 2022-23.

  36. COMMUNICATION WITH DIRECTORS AND EXECUTIVE OFFICERS

    | 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 | 120,000 | — | 120,000 | 200,000 | — | 320,000 | | Sheila Bonini | 26,301 | — | 26,301 | — | — | 26,301 | | Angela F. Braly | 120,000 | 20,000 | 140,000 | 200,000 | — | 340,000 | | Amy L. Chang | 120,000 | — | 120,000 | 200,000 | — | 320,000 | | Joseph Jimenez | 120,000 | 54,426 | 174,426 | 200,000 | — | 374,426 | | Christopher Kempczinski | 120,000 | — | 120,000 | 200,000 | — | 320,000 | | Debra L. Lee | 120,000 | — | 120,000 | 200,000 | — | 320,000 | | Terry J. Lundgren | 120,000 | 25,000 | 145,000 | 200,000 | — | 345,000 | | Christine M. McCarthy | 120,000 | — | 120,000 | 200,000 | — | 320,000 | | Robert Portman | 26,301 | — | 26,301 | — | — | 26,301 | | Rajesh Subramaniam | 86,557 | — | 86,557 | 200,000 | — | 286,557 | | Margaret C. Whitman* | 4,262 | 1,066 | 5,328 | 842 | — | 6,170 | | Patricia A. Woertz | 120,000 | 30,000 | 150,000 | 200,000 | — | 350,000 |

  37. COMMUNICATION WITH DIRECTORS AND EXECUTIVE OFFICERS

    | * Ms. Whitman retired from the Board on July 14, 2022. |

  38. COMMUNICATION WITH DIRECTORS AND EXECUTIVE OFFICERS

    | (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. Other than as noted below, the Director fees were paid in cash. Fees were prorated for Ms. Bonini and Mr. Portman, who were appointed to the Board in April 2023, and for Ms. Whitman, who retired from the Board on July 14, 2022. |

  39. COMMUNICATION WITH DIRECTORS AND EXECUTIVE OFFICERS

    | | Fees taken as RSUs | Grant Date Fair Value of RSUs | | Mr. Allen | $115,000 | $115,327 | | Ms. Braly | $135,000 | $135,285 | | Mr. Jimenez | $169,426 | $169,777 | | Mr. Kempczinski | $115,000 | $115,327 | | Mr. Lundgren | $140,000 | $140,318 | | Ms. McCarthy | $115,000 | $115,327 | | Mr. Portman | $6,575 | $6,673 | | Ms. Woertz | $145,000 | $145,344 |

  40. COMMUNICATION WITH DIRECTORS AND EXECUTIVE OFFICERS

    | (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. Other than Ms. Bonini and Mr. Portman, each Director has 1,641 RSUs outstanding (representing the grant on October 11, 2022, and subsequent dividend equivalents). In addition, Ms. Braly has 4,992 shares of retirement restricted stock outstanding as of June 30, 2023. For Ms. Whitman, the amount in this column reflects the aggregate incremental fair value incurred as a result of the acceleration of her October 2021 RSU grant. The C&LD Committee accelerated the vesting and settlement of Ms. Whitman’s October 2021 RSU grant in light of the special circumstances related to her appointment as U.S. Ambassador to Kenya. |

  41. COMMUNICATION WITH DIRECTORS AND EXECUTIVE OFFICERS

    | (3) For all Board meetings throughout the fiscal year, Directors were entitled to bring a guest on the trip 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 $3,047. 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 divided among 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 2022-23, two payments were made. The Company also made a $10,000 donation on behalf of the Board of Directors to the Children’s Safe Drinking Water program. This donation was also funded from general corporate assets, and the Directors derived no financial benefit from these donations because the charitable deductions accrued solely to the Company. |

  42. COMMUNICATION WITH DIRECTORS AND EXECUTIVE OFFICERS

    C&LD COMMITTEE REPORT

  43. Our Compensation Philosophy

    | 1 | EMPHASIZE PAY FOR PERFORMANCE By aligning incentives with business strategies to reward executives who achieve or exceed Company, business unit, and individual goals, while removing any incentive to focus on a single goal to the detriment of others. • Performance-based programs are designed to pay at 100% of target when goals are met, above target when goals are exceeded, and below target when goals are not fully met. • Payouts under the STAR and PSP programs are based on the results achieved as compared to the pre-established performance targets. | 67-184% RANGE OF AVERAGE STAR PAYOUT FOR NEOS OVER THE PAST 10 YEARS 26%-200% RANGE OF PSP PAYOUT OVER THE PAST 10 YEARS | | 2 | PAY COMPETITIVELY By setting target compensation opportunities to be competitive with a peer group of other global corporations of similar size, value, and complexity. | Financial Goals are established in both the short- and long- term incentive programs with the intent to drive balanced top- and bottom-line growth and cash flow productivity. This in turn drives our goal of top tier TSR, which in turn benefits our shareholders and employees. | | 3 | 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. | |

  44. 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 compensation 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 Factor and 30% Total Company Performance Factor (as modified by the ESG Factor discussed below). Each factor ranges from 0%-200%, so that exceptional performance results in higher awards and poor performance could result in a zero payout. The ESG Factor adjusts the Total Company Performance Factor portion of the STAR award as a multiplier in the range of 80% to 120%. Executives can elect to receive stock options in lieu of cash or may elect to defer into a nonqualified 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 marketplace 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; used rarely. | | | | Other Compensation | Ensure the safety and productivity of executive officers | Annual physicals, financial planning, transportation, security, life insurance, and corporate aircraft use. | | | | P&G Profit Sharing Trust and Employee Stock Ownership Plan (“PST”) NQDC 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. Non-US executives participate in the IRP, 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 Non-Qualified Deferred Compensation (NQDC) is provided on page 52. |

  45. Annual Cash Compensation

    Annual Cash Compensation The Company’s annual cash compensation consists of salary and the Short-Term Achievement Reward (“STAR”). While salary is considered a fixed component of compensation, salary progression over time is based on individual performance and the scope of responsibilities of the role. We collect and analyze data from the compensation peer group on the total annual cash compensation opportunity (salary plus annual bonus target) for positions comparable to those at the Company. We consider the target median annual cash compensation opportunity for each position based on the compensation peer group, adjusted for size using a regression analysis of peer group revenues, to set a salary range mid-point and a target for STAR as a percentage of salary (“STAR target”).

  46. STAR ANNUAL BONUS

    STAR ANNUAL BONUS The STAR program links a substantial portion of each NEO’s annual cash compensation to the Company’s performance for the fiscal year. The program focuses on the achievement of business unit results (weighted as applicable for each NEO) but also includes a component that measures the performance of the overall Company. An ESG Factor measures total Company progress towards key ESG goals in the prior fiscal year and modifies the final Total Company Performance Factor. STAR awards are generally paid in cash, but executives can also elect to receive all or part of their awards in stock options or nonqualified deferred compensation. STAR awards for NEOs are calculated using the following formula: The basis for each element of STAR is: STAR Target. The C&LD Committee sets STAR targets for NEOs using annual incentive benchmarks for similar positions in our compensation peer group. Business Unit Performance Factor. The CEO, CFO, and CHRO (“STAR Committee”) recommend Business Unit Performance Factors based on a retrospective assessment of the performance of each business unit against six metrics:

  47. STAR ANNUAL BONUS

    | Goal | What It Measures | Purpose of the Measure | | Organic Sales Growth | One-year business unit sales growth | Rewards meeting / exceeding sales growth targets | | Operating Profit Growth | One-year business unit profit growth | Rewards meeting / exceeding profit growth targets | | Adjusted Free Cash Flow Productivity | One-year business unit cash flow productivity | Rewards effective conversion of earnings into cash | | Value Share | One-year business unit increase in value share | Rewards market share growth versus competition | | Operating TSR | One-year business unit total shareholder return | Rewards balanced top- and bottom-line growth with strong cash flow | | Internal Controls | One-year measure of audit results and issue remediation | Rewards strong governance and stewardship |

  48. STAR ANNUAL BONUS

    This assessment is compared to each business unit’s role in the portfolio, reflecting the different industries in which the Company’s businesses compete and their growth potential. The C&LD Committee then determines the Business Unit Performance Factors based on the STAR Committee’s recommendations. None of the officers on the STAR Committee participates in discussions of or recommends their own STAR awards to the C&LD Committee. The Business Unit Performance Factors can range between 0% and 200%. The Business Unit Performance Factor for global business services and corporate functions is the weighted average of the Business Unit Performance Factors for all the global business units and enterprise market operations in order to align all organizations with the six metrics. The Business Unit Performance Factor for NEOs who lead multiple business units is based on a combination, as determined by the STAR Committee, of the results of the business units for which the NEO is ultimately responsible. There are no separate performance goals for the business unit combinations for purposes of compensation. To better align STAR awards with individual and local performance, the President of each business may differentiate award levels based on the overall performance of lower-level divisions, provided the total expenditure does not exceed what was approved by the STAR Committee. This differentiation only impacts awards for those employees below the President level and thus does not impact NEO compensation. Total Company Performance Factor. The C&LD Committee sets targets for the Company’s annual Organic Sales Growth and Core EPS Growth as the basis for the Total Company Performance Factor to encourage a balanced focus on both topline and bottom-line results and to encourage collaboration among the business units. These targets are typically linked to the external financial guidance provided at the beginning of the fiscal year, and the Core EPS target specifically includes the expected impact of our share repurchase program. The Committee establishes performance targets and a payout scale from 0% to 200% for each measure, with each weighted 50% and added together to produce the Total Company Performance Factor. ESG Factor. Senior executives, including the NEOs, have an ESG Factor applied to their Total Company Performance Factor as a multiplier in a range of 80%—120%. The ESG Factor is recommended by the STAR Committee and determined by the C&LD Committee based on an ESG scorecard assessment of FY 2022-23 progress towards key long-term Environmental Sustainability and Equality & Inclusion goals. While the formula described above is used to calculate potential STAR awards, the C&LD Committee retains the authority to make no STAR award in a given year and the discretion to accept, modify, or reject management’s recommendations for any or all employees, including the NEOs.

  49. FY 2022-23 STAR ANNUAL BONUS

    FY 2022-23 STAR ANNUAL BONUS STAR targets for the NEOs are based on a competitive market review of bonus targets as a percentage of base salary for each respective position. Mr. Moeller’s STAR target remained unchanged at 200% of salary. Mr. Schulten’s STAR target also remained unchanged at 115% of salary. Effective July 1, 2022, the STAR target for Mr. Jejurikar increased from 120% to 125% based on competitive market pay data. Ms. Francisco’s and Ms. Keith’s STAR targets remained unchanged at 110% of salary. At the beginning of FY 2022-23, the C&LD Committee established the Organic Sales Growth target at 4% and the Core EPS Growth target at 2% for its compensation program targets. These targets reflected an unprecedented level of uncertainty, challenges, and accelerating headwinds across commodities, material pricing, foreign exchange, transportation, and wage inflation. These goals were used to establish a payout scale from 0% to 200% of target for each measure with a 100% payout for target performance. Both measures’ results were weighted at 50% and added together to derive the Total Company Performance Factor. Organic Sales Growth and Core EPS Growth were 6.9% and 1.5%, respectively, resulting in a Total Company Performance Factor of 145%. These results reflected the strong execution of our integrated strategy and the agility of the organization to navigate the challenges of increased inflationary pressures and supply chain constraints. The C&LD Committee established an ESG Scorecard at the beginning of Fiscal Year 2022-23, which included progress and plans towards key goals in the areas of scope 1, 2, and 3 greenhouse gas emission reduction, sustainable packaging, water restoration goals in priority areas, responsible sourcing of palm oil and certified fiber, and women and U.S. ethnic representation at management and executive levels. Based on a retrospective assessment of results delivered and plans towards these key environmental sustainability ambitions and equality and inclusion goals, the C&LD Committee approved an ESG Factor of 110%. This resulted in a modified Total Company Factor of 159.5% for the NEOs. The approved ESG Factor reflects the Committee’s assessment that, in light of results delivered in FY 2022-23 and plans in place to enable future progress, the Company currently expects to reach each of the measured Environmental Sustainability and Equality & Inclusion goals by their target date, and, in some cases, sooner. The C&LD Committee then reviewed the recommendations provided for the Business Unit Performance Factors and, after considering the performance of the total Company and ESG results and the appropriate combination of Business Unit Performance Factors for each NEO, approved the following STAR awards:

  50. FY 2022-23 STAR ANNUAL BONUS

    | FY 2022-23 STAR Awards | | | | | | | | | NEO | STAR Target ($) | Business Unit Factor (70% Weight) (%) | Total Company Factor (%) | ESG Factor (%) | ESG Adjusted Company Factor (30% Weight) (%) | STAR Award ($) | STAR Award (% of Target) | | Jon R. Moeller | 3,200,000 | 142 | 145 | 110 | 159.5 | 4,712,000 | 147 | | Andre Schulten | 1,058,000 | 142 | 145 | 110 | 159.5 | 1,557,905 | 147 | | Ma. Fatima D. Francisco | 990,000 | 183 | 145 | 110 | 159.5 | 1,743,638 | 176 | | Shailesh Jejurikar | 1,312,500 | 142 | 145 | 110 | 159.5 | 1,932,656 | 147 | | R Alexandra Keith | 1,111,000 | 95 | 145 | 110 | 159.5 | 1,270,428 | 114 |

  51. FY 2022-23 STAR ANNUAL BONUS

    In keeping with good governance practices, the NEO members of the STAR Committee (CEO, CFO, CHRO) did not recommend their own awards. Instead, the C&LD Committee used the weighted average of all Business Unit Performance Factors and the Total Company Performance Factor (as modified by the ESG Factor) to determine the awards according to the STAR formula for Mr. Moeller and Mr. Schulten. As COO and leader of the Global Enterprise Market businesses, Mr. Jejurikar’s award was also based on the weighted average of all business units. The STAR awards recommended to the C&LD Committee for the remaining NEOs were computed using the formula described above. Ms. Francisco’s Business Unit Performance Factor was based 75% on the Global Baby Care business results which she directly managed, and 25% on the combined Global Feminine and Family Care business results. Ms. Keith’s Business Unit Performance Factor was based 75% on the Global Hair Care business which she directly managed, and 25% on the Global Skin & Personal Care businesses.

  52. Long-Term Incentives

    Long-Term Incentives The majority of the NEOs’ total compensation is delivered through two long-term incentives tied to sustained Company performance: the Performance Stock Program (“PSP”) and the Long-Term Incentive Program (“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 compensation 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. These recommendations can be up to 50% above or 50% below the benchmarked target for each level and role. The CEO also recommends additional LTI bonus amounts for NEOs who have delivered exceptional results in equality and inclusion in their business area. 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.

  53. PERFORMANCE STOCK PROGRAM

    PERFORMANCE STOCK PROGRAM The PSP aligns the interests of the NEOs with those of 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”):

  54. PERFORMANCE STOCK PROGRAM

    | | Goal | What It Measures | Purpose of Measure | | | Relative Organic Sales Growth | 3-year compounded organic sales growth relative to the competitive peer group | Rewards strong organic 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 |

  55. PERFORMANCE STOCK PROGRAM

    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 that 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, and 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.

  56. LONG-TERM INCENTIVE PROGRAM GRANT

    LONG-TERM INCENTIVE PROGRAM 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 they 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.

  57. FY 2022-23 LONG-TERM INCENTIVE GRANTS

    FY 2022-23 LONG-TERM INCENTIVE GRANTS The following long-term incentive grants were made on October 3, 2022. These award amounts were based on the competitive market pay for each position as well as each individual’s performance and business results during the prior fiscal year (2021-22). 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.

  58. FY 2022-23 LONG-TERM INCENTIVE GRANTS

    | FY 2022-23 Long-Term Incentive Grants | | | | | | | | | | PSP Grant | | LTIP Grant | | | | Total | | NEO | PSUs (#) | Grant Date Fair Value ($) | Options (#) | Grant Date Fair Value ($) | RSUs (#) | Grant Date Fair Value ($) | Grant Date Fair Value ($) | | Jon R. Moeller | 56,416 | 7,466,093 | 122,095 | 3,625,001 | 28,208 | 3,625,010 | 14,716,104 | | Andre Schulten | 17,509 | 2,317,141 | 37,892 | 1,125,013 | 8,755 | 1,125,105 | 4,567,259 | | Ma. Fatima D. Francisco | 14,202 | 1,879,493 | 61,469 | 1,825,015 | 0 | 0 | 3,704,508 | | Shailesh Jejurikar | 19,454 | 2,574,542 | 42,102 | 1,250,008 | 9,727 | 1,250,017 | 5,074,567 | | R. Alexandra Keith | 15,106 | 1,999,128 | 49,038 | 1,455,938 | 3,777 | 485,382 | 3,940,448 |

  59. FY 2022-23 LONG-TERM INCENTIVE GRANTS

    Long-Term Incentive Grants were determined by the C&LD Committee as follows:

  60. FY 2022-23 LONG-TERM INCENTIVE GRANTS

    | • | Mr. Moeller received a long-term incentive award of $14,500,000 after the Committee thoroughly reviewed competitive market data for peer CEO positions and took into consideration his exceptional performance leading the Company through extremely difficult and volatile global market conditions. |

  61. FY 2022-23 LONG-TERM INCENTIVE GRANTS

    | • | Mr. Schulten received a long-term incentive award of $4,500,000 based on competitive market data and his exceptional performance as CFO navigating through significant external headwinds. |

  62. FY 2022-23 LONG-TERM INCENTIVE GRANTS

    | • | Ms. Francisco received a long-term incentive award of $3,650,000 based upon market data for her position, as well as very strong business results as the CEO of the Baby, Feminine, and Family Care businesses and to recognize her leadership as Executive Sponsor for Gender Equality. |

  63. FY 2022-23 LONG-TERM INCENTIVE GRANTS

    | • | Mr. Jejurikar received a long-term incentive award of $5,000,000 based on his positioning versus the competitive market for the COO position and taking into consideration exceptional business results for the Global Market Operations and Enterprise Markets. |

  64. FY 2022-23 LONG-TERM INCENTIVE GRANTS

    | • | Ms. Keith received a long-term incentive award of $3,882,500 based on updated market data for her position, as well as her strong leadership in her role as CEO—Beauty and her additional duties as Executive Sponsor for Corporate Sustainability. Ms. Keith’s award also included the Equality & Inclusion bonus as recommended by the CEO for her exceptional contributions to Equality & Inclusion initiatives both within the Beauty organization and across the entire Company. |

  65. PSP GOAL SETTING

    PSP GOAL SETTING In conjunction with deciding the amount and allocation of the NEOs’ long-term incentive opportunities for FY 2022-23, the C&LD Committee set the PSP goals listed below for the three-year performance period starting July 1, 2022 through June 30, 2025. The delivery of results against these goals, combined with the relative TSR multiplier, will determine the ultimate payout for this portion of compensation.

  66. PSP GOAL SETTING

    | PSP GOALS FOR PERFORMANCE PERIOD JULY 1, 2022—JUNE 30, 2025 | | | | | | | | | 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 | | 80th | 200% | ≥12.0 | 200% | ≥10.3 | 200% | ≥115 | 200% | | 70th | 167% | 10.3 | 167% | 8.6 | 167% | 107 | 167% | | 60th | 133% | 8.7 | 133% | 7.0 | 133% | 98 | 133% | | Target 50th | 100% | Target 7.0 | 100% | Target 5.3 | 100% | Target 90 | 100% | | 40th | 67% | 5.3 | 67% | 3.6 | 67% | 82 | 67% | | 30th | 33% | 3.7 | 33% | 2.0 | 33% | 73 | 33% | | <20th | 0% | ≤2.0 | 0% | ≤0.3 | 0% | ≤65 | 0% |

  67. LOOKING BACK: REALIZED PAY FOR PSP PERFORMANCE PERIOD JULY 1, 2020—JUNE 30, 2023

    | (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. |

  68. LOOKING BACK: REALIZED PAY FOR PSP PERFORMANCE PERIOD JULY 1, 2020—JUNE 30, 2023

    | Realized Pay for Performance Period July 1, 2020—June 30, 2023 | | | | | | | Named Executive Officer | Initial # of PSUs Granted Plus Dividend Equivalents | Market Value of Target Award @ $151.74 | PSP Payout Factor | Final # of PSUs Awarded | Market Value of Final Award @ $151.74 | | Jon R. Moeller | 28,208 | 4,280,307 | 150% | 42,313 | 6,420,575 | | Andre Schulten | 1,171 | 177,738 | 150% | 1,757 | 266,607 | | Ma. Fatima D. Francisco | 12,201 | 1,851,329 | 150% | 18,302 | 2,777,145 | | Shailesh Jejurikar | 12,850 | 1,949,928 | 150% | 19,276 | 2,924,940 | | R. Alexandra Keith | 13,042 | 1,978,957 | 150% | 19,563 | 2,968,490 |

  69. LOOKING BACK: REALIZED PAY FOR PSP PERFORMANCE PERIOD JULY 1, 2020—JUNE 30, 2023

    The market value of PSUs was calculated by multiplying the number of PSUs and accumulated dividend equivalents by the Company stock price as of June 30, 2023. These PSUs will deliver in shares of Common Stock or retirement deferred RSUs (as elected by the participants) in August 2023. The market value of the final award does not include a final payment of dividend equivalents on the PSUs, which took place on August 15, 2023, prior to delivery in shares.

  70. 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 such awards were made this year.

  71. 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 and Ms. Francisco participate in the IRA. Mr. Schulten also participates in a German Pension Plan.

  72. Compensation Governance Practices and Oversight

    | WHAT WE DO: | | | | | Target compensation at the median of an appropriate peer group, with substantial variation based on performance. | | | | Significant share ownership and equity holding requirements are in place for senior executives. | | | | Multiple performance metrics under STAR and PSP remove any incentive to focus on a single performance goal to the detriment of other goals. | | | | Appropriate balance between short-term and long-term compensation discourages short-term risk-taking at the expense of long-term results. | | | | 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). | | | | 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. | | | | Clawback policy permits the C&LD Committee to recoup certain compensation payments in the event of a significant restatement of financial results for any reason. Additionally, the two most recent stock plans allow recovery of proceeds from stock awards if a participant violates certain plan provisions such as taking actions that may damage the reputation, goodwill, or stability of the Company. | |

  73. Compensation Governance Practices and Oversight

    | WHAT WE DO NOT DO: | | | | No employment contracts with executives containing special severance payments such as golden parachutes. | | | No special executive retirement programs and no severance programs that are specific to executive officers. | | | No gross-up payments to cover personal income taxes or excise taxes that pertain to executive or severance benefits. | | | No excessive perquisites for executives. | | | No hedging or engaging in the following transactions that include shares of Common Stock: pledging, collars, short sales, and other derivative transactions. | | | No re-pricing or backdating stock options. |

  74. 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 page 74 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 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.

  75. Role of Compensation Consultant

    Role of Compensation Consultant For FY 2022-23, the C&LD Committee entered into an agreement with Meridian Compensation Partners, LLC (“Meridian”) to advise on various compensation matters, including peer group identification, competitive practices and trends, specific program design, and actions with respect to NEO, principal officer and director compensation. In October 2022, the C&LD Committee evaluated the independence of Meridian, 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 Meridian was an independent advisor. Under the terms of its agreement with the C&LD Committee, Meridian does not conduct 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 Meridian. The C&LD Committee generally meets with its independent compensation consultant in an executive session at regularly scheduled C&LD Committee meetings.

  76. 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, 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. In February 2022, the C&LD Committee determined the peer group to be used for FY 2022-23 compensation decisions (the “compensation peer group”) based on global companies that meet the following criteria:

  77. Establishing Peer Groups and Market-Based Compensation

    | • | Have revenue and/or market capitalization comparable to the Company |

  78. Establishing Peer Groups and Market-Based Compensation

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

  79. Establishing Peer Groups and Market-Based Compensation

    | • | Compete with the Company for executive talent |

  80. 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 |

  81. Establishing Peer Groups and Market-Based Compensation

    Each year, the C&LD Committee evaluates and, if appropriate, updates the composition of the compensation peer group. Changes to the compensation peer group are carefully considered and made infrequently to ensure continuity from year to year. For compensation decisions made in FY 2022-23, the Committee elected to change the peer group to better align with the criteria above, resulting in the addition of Intel and the removal of IBM, AT&T, and General Electric.

  82. Peer Group for Relative Organic Sales Growth and Relative TSR Multiplier

    Peer Group for Relative Organic Sales Growth and 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. For multi-category marketplace peers, to the extent possible, sales from only the relevant competing categories are used for purposes of Relative Organic Sales Growth comparisons.

  83. Peer Group for Relative Organic Sales Growth and Relative TSR Multiplier

    | Peer Group for FY 2022-23 Compensation Decisions | | | Peer Group for Relative Organic Sales Growth and TSR Multiplier for 2022-25 | | | | | Performance Period | | Unique Peers | | Common Peers | Unique Peers | | 3M | Merck | Colgate-Palmolive | Beiersdorf | | Abbott Laboratories | Microsoft | Johnson & Johnson* | Church & Dwight | | Boeing | Mondelez | Kimberly-Clark | Clorox | | Chevron | Nike | | Edgewell | | Coca-Cola | PepsiCo | | Essity | | ExxonMobil | Pfizer | | Henkel | | HP | Raytheon Technologies | | Kao | | Home Depot | Verizon | | L’Oreal | | Intel | Wal-Mart Stores | | Reckitt Benckiser | | Lockheed Martin | | | Unicharm | | | | | Unilever |

  84. Peer Group for Relative Organic Sales Growth and Relative TSR Multiplier

    | * In May 2023, Johnson & Johnson spun off its consumer products business to a new stand-alone company, Kenvue. As a result, we have removed Johnson & Johnson from the competitive peers for purposes of TSR and will use a prorated combination of Johnson & Johnson and Kenvue in the competitive peer group for relative Organic Sales Growth. |

  85. Peer Group for Relative Organic Sales Growth and Relative TSR Multiplier

    While the target total compensation for our NEOs is set considering size-adjusted median target total compensation within our compensation 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.

  86. Executive Compensation Changes for FY 2023-24

    | • | Peer Group for Fiscal 2023-24 Compensation Decisions. In connection with its annual peer group review, in February 2023, the C&LD Committee modified the peer group used for compensation decisions by adding Thermo Fisher Scientific and McDonald’s and removing Lockheed Martin and Raytheon Technologies. The modified peer group will be used for compensation decisions in fiscal 2023-24. |

  87. Executive Compensation Changes for FY 2023-24

    | • | PSP Change in Control Provisions. In August 2023, the C&LD Committee approved an amended Performance Stock Plan Program Summary. The updated Program Summary eliminates the single trigger vesting provision in the event of a change in control and replaces it with reference to the double trigger vesting provisions in The Procter & Gamble 2019 Stock and Incentive Compensation Plan (i.e., any assumed PSP award will vest according to the terms of the original grant unless the participant is terminated for reasons other than cause or the participant terminates employment for good reason). |

  88. Summary Compensation

    | FY 2022-23 SUMMARY COMPENSATION TABLE | | | | | | | | | | | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Jon R. Moeller Chairman of the Board, President, and CEO | 2022-23 | 1,600,000 | 4,712,000 | 11,372,562 | 3,625,001 | 0 | 0 | 406,062 | 21,715,625 | | | 2021-22 | 1,466,667 | 3,955,968 | 8,684,664 | 3,360,006 | 0 | 0 | 248,710 | 17,716,015 | | | 2020-21 | 1,191,667 | 3,066,000 | 5,157,020 | 2,756,266 | 0 | 0 | 92,223 | 12,263,176 | | Andre Schulten Chief Financial Officer | 2022–23 | 895,000 | 1,557,905 | 3,564,955 | 1,125,013 | 0 | 1,000 | 95,936 | 7,239,809 | | | 2021–22 | 802,500 | 1,295,305 | 2,528,746 | 1,350,000 | 0 | 0 | 87,630 | 6,064,181 | | | 2020–21 | 608,583 | 951,563 | 666,792 | — | 0 | 0 | 71,177 | 2,298,115 | | Ma. Fatima D. Francisco CEO - Baby , Feminine, and Family Care | 2022-23 | 885,000 | 1,743,638 | 2,007,494 | 1,825,015 | 0 | 37,000 | 115,868 | 6,614,015 | | | 2021-22 | 825,000 | 1,348,439 | 2,104,274 | 1,790,011 | 0 | 0 | 88,921 | 6,156,645 | | Shailesh Jejurikar Chief Operating Officer | 2022-23 | 1,037,500 | 1,932,656 | 3,911,800 | 1,250,008 | 0 | 0 | 74,083 | 8,206,047 | | | 2021-22 | 952,500 | 1,661,143 | 2,292,712 | 2,000,002 | 0 | 0 | 131,916 | 7,038,273 | | | 2020-21 | 798,333 | 1,614,330 | 1,900,372 | 1,674,109 | 0 | 0 | 236,329 | 6,223,473 | | R. Alexandra Keith(6) CEO - Beauty | 2022-23 | 985,000 | 1,270,428 | 2,626,813 | 1,455,938 | 0 | 0 | 300,171 | 6,638,350 | | | 2021-22 | 885,000 | 996,596 | 4,714,986 | 1,428,381 | 0 | 0 | 323,785 | 8,348,748 |

  89. Summary Compensation

    | (4) This column reflects aggregate changes in the actuarial present value of Mr. Schulten’s, Ms. Francisco’s, and Mr. Jejurikar’s pension benefits under The Procter & Gamble Company Global IRA (the “IRA”), and Mr. Schulten’s pension benefits under The Procter & Gamble Pension Plan (Germany). The amount for Mr. Jejurikar was $(746,000) and is not included in the Summary Compensation Table. None of the other NEOs participates in a pension plan. None of the NEOs had above-market earnings on deferred compensation. |

  90. 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 2022-23.

  91. Grants of Plan-Based Awards

    | Grants of Plan-Based Awards | | | | | | | | | | | Name/Plan Name | 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) ($) | | | | | Threshold (#) | Target (#) | Maximum (#) | | | | | | Jon R. Moeller | | | | | | | | | | | LTIP Options(4) | 10/03/2022 | 08/09/2022 | | | | | 122,095 | 128.51 | 3,625,001 | | LTIP RSUs(5) | 10/03/2022 | 08/09/2022 | | | | 28,208 | | | 3,625,010 | | PSUs(6) | 10/03/2022 | 08/09/2022 | 0 | 56,416 | 112,832 | | | | 7,466,093 | | PST Restoration RSUs(7) | 08/04/2022 | 06/14/2022 | | | | 1,968 | | | 281,459 | | Andre Schulten | | | | | | | | | | | LTIP Options(4) | 10/03/2022 | 08/09/2022 | | | | | 37,892 | 128.51 | 1,125,013 | | LTIP RSUs(5) | 10/03/2022 | 08/09/2022 | | | | 8,755 | | | 1,125,105 | | PSUs(6) | 10/03/2022 | 08/09/2022 | 0 | 17,509 | 35,018 | | | | 2,317,141 | | PST Restoration RSUs(7) | 08/04/2022 | 06/14/2022 | | | | 858 | | | 122,709 | | STAR Stock Options(8) | 09/15/2022 | 08/09/2022 | | | | | 44,149 | 137.44 | 1,295,332 | | Ma. Fatima D. Francisco | | | | | | | | | | | LTIP Options(4) | 10/03/2022 | 08/09/2022 | | | | | 61,469 | 128.51 | 1,825,015 | | PSUs(6) | 10/03/2022 | 08/09/2022 | 0 | 14,202 | 28,404 | | | | 1,879,493 | | PST Restoration RSUs(7) | 08/04/2022 | 06/14/2022 | | | | 895 | | | 128,001 | | Shailesh Jejurikar | | | | | | | | | | | LTIP Options(4) | 10/03/2022 | 08/09/2022 | | | | | 42,102 | 128.51 | 1,250,008 | | LTIP RSUs(5) | 10/03/2022 | 08/09/2022 | | | | 9,727 | | | 1,250,017 | | PSUs(6) | 10/03/2022 | 08/09/2022 | 0 | 19,454 | 38,908 | | | | 2,574,542 | | PST Restoration RSUs(7) | 08/04/2022 | 06/14/2022 | | | | 610 | | | 87,241 | | STAR Stock Options(8) | 09/15/2022 | 08/09/2022 | | | | | 56,618 | 137.44 | 1,661,172 | | R. Alexandra Keith | | | | | | | | | | | LTIP Options(4) | 10/03/2022 | 08/09/2022 | | | | | 49,038 | 128.51 | 1,455,938 | | LTIP RSUs(5) | 10/03/2022 | 08/09/2022 | | | | 3,777 | | | 485,382 | | PSUs(6) | 10/03/2022 | 08/09/2022 | 0 | 15,106 | 30,212 | | | | 1,999,128 | | PST Restoration RSUs(7) | 08/04/2022 | 06/14/2022 | | | | 995 | | | 142,303 | | STAR Stock Options(8) | 09/15/2022 | 08/09/2022 | | | | | 33,968 | 137.44 | 996,621 |

  92. Grants of Plan-Based Awards

    | (1) Grant dates for annual equity awards are consistent from year to year. |

  93. Grants of Plan-Based Awards

    | (2) The options granted were awarded using the closing price of the Company stock on the date of the grant. |

  94. Grants of Plan-Based Awards

    | (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. |

  95. Grants of Plan-Based Awards

    | (4) These options are wholly forfeitable until the earlier of October 1, 2025 or retirement eligibility, and will expire on October 1, 2032. For the retirement eligible NEOs (Mr. Moeller, Mr. Jejurikar and Ms. Keith), the award becomes non-forfeitable after the first year anniversary of grant. Prior to the first year anniversary of grant, the award will become non-forfeitable on a pro-rata basis using the number of days worked that year. |

  96. Grants of Plan-Based Awards

    | (5) These RSUs are wholly forfeitable until the earlier of October 1, 2025 or retirement eligibility. For the retirement eligible NEOs (Mr. Moeller, Mr. Jejurikar and Ms. Keith), the award becomes non-forfeitable after the first year anniversary of the grant. Prior to the first year anniversary of grant, the award will become non-forfeitable on a pro-rata basis using the number of days worked that year. These RSUs accumulate dividend equivalents at the same rate as dividends paid on common stock. |

  97. Grants of Plan-Based Awards

    | (6) For awards granted under the Performance Stock Program, see page 48 of the Compensation Discussion & Analysis for applicable performance measures. These PSUs are wholly forfeitable until the earlier of June 30, 2025 or retirement eligibility, and will deliver in shares in August 2025 unless elected otherwise by the NEO, subject to applicable tax rules and regulations. For the retirement eligible NEOs (Mr. Moeller, Mr. Jejurikar and Ms. Keith), the award becomes non-forfeitable after the first year anniversary of the grant. Prior to the first year anniversary of grant, the award will become non-forfeitable on a pro-rata basis using the number of days worked that year. These units accumulate dividend equivalents at the same rate as dividends paid on common stock. |

  98. Grants of Plan-Based Awards

    | (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. |

  99. Grants of Plan-Based Awards

    | (8) These options are nonforfeitable, will become exercisable on September 15, 2025, and will expire on September 15, 2032. These options reflect payment of the FY 2021-22 STAR award, which was previously included in the Bonus column of the Summary Compensation Table in the 2022 Proxy Statement. |

  100. 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 2022-23 for the NEOs.

  101. 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) ($) | Stock Award Grant Date | Number of Shares Acquired on Vesting(3) (#) | Value Realized on Vesting(4) ($) | | Jon R. Moeller(5) | | | | | | | | LTIP | 02/28/2018 | 169,365 | 11,523,920 | | | | | PSP 2020-2023 | | | | 10/01/2020 | 42,313 | 6,420,575 | | LTIP | | | | 10/01/2021 | 4,054 | 511,823 | | PST Restoration | | | | 08/04/2022 | 1,968 | 281,459 | | LTIP | | | | 10/03/2022 | 21,286 | 3,229,875 | | Andre Schulten | | | | | | | | Key Manager | 02/28/2014 | 17,220 | 1,319,224 | | | | | LTIP | | | | 02/28/2020 | 4,349 | 599,879 | | PSP 2020-2023 | | | | 10/01/2020 | 1,757 | 266,607 | | PST Restoration | | | | 08/04/2022 | 858 | 122,709 | | Ma. Fatima D. Francisco | | | | | | | | Key Manager | 02/27/2015 | 17,975 | 1,130,168 | | | | | Key Manager | 02/29/2016 | 58,538 | 4,045,824 | | | | | PSP 2020-2023 | | | | 10/01/2020 | 18,302 | 2,777,145 | | PST Restoration | | | | 08/04/2022 | 895 | 128,001 | | Shailesh Jejurikar(5) | | | | | | | | Key Manager | 02/29/2016 | 31,000 | 2,347,940 | | | | | PSP 2020-2023 | | | | 10/01/2020 | 19,276 | 2,924,940 | | PST Restoration | | | | 08/04/2022 | 610 | 87,241 | | LTIP | | | | 10/03/2022 | 7,342 | 1,114,090 | | R. Alexandra Keith(6) | | | | | | | | LTIP | 02/28/2018 | 26,293 | 1,549,184 | | | | | LTIP | 02/28/2019 | 7,675 | 298,481 | | | | | LTIP | | | | 02/28/2020 | 12,111 | 1,696,146 | | LTIP | | | | 10/01/2020 | 3,261 | 456,662 | | LTIP | | | | 10/01/2021 | 3,560 | 498,594 | | LTIP | | | | 10/03/2022 | 2,887 | 438,097 | | PSP 2020-2023 | | | | 10/01/2020 | 19,563 | 2,968,490 | | PST Restoration | | | | 08/04/2022 | 995 | 142,303 |

  102. Option Exercises and Stock Vested

    | (1) The Number of Shares Acquired on Exercise is the gross number of shares acquired. |

  103. Option Exercises and Stock Vested

    | (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. |

  104. Option Exercises and Stock Vested

    | (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. |

  105. Option Exercises and Stock Vested

    | (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, 2023 ($151.74) 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 15, 2023, prior to delivery in shares. |

  106. Option Exercises and Stock Vested

    | (5) Mr. Moeller is retirement eligible and therefore 25% of his October 2021 LTIP RSU became non-forfeitable on October 1, 2022, and 75% of his October 2022 LTIP RSU grant became non-forfeitable on June 30, 2023. Mr. Jejurikar is also retirement eligible and 75% of his October 2022 LTIP RSU grant became non-forfeitable on June 30, 2023. |

  107. Option Exercises and Stock Vested

    | (6) Ms. Keith became retirement eligible in February 2023, and her October 2020 LTIP RSU and October 2021 LTIP RSU became non-forfeitable on that date. In addition, on June 30, 2023, 75% of her October 2022 LTIP RSU grant became non-forfeitable. |

  108. Pension Benefits

    Pension Benefits The following table and footnotes provide information regarding the Company’s pension plans for Mr. Schulten, Ms. Francisco and Mr. Jejurikar as of the end of FY 2022-23. None of the other NEOs had any such arrangements with the Company.

  109. 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 | 1,555,000 | | | | The Procter & Gamble Pension Fund (Germany) | 8 years, 9 months | 190,000 | | | Ma. Fatima D. Francisco | The Procter & Gamble Company Global IRA | 13 years, 3 months | 2,525,000 | | | Shailesh Jejurikar | The Procter & Gamble Company Global IRA | 23 years, 5 months | 4,025,000 | |

  110. 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 2023 Annual Report on Form 10-K. |

  111. Pension Benefits

    | (2) The following provides the assumptions used in each plan to calculate present value under SEC rules. The actual calculation of the benefit at the time of retirement may vary according to the terms of the Global IRA and the German Pension Plan at the time: |

  112. Pension Benefits

    | Assumptions | Global IRA | German Pension Plan | | Retirement Age | 60 | 65 | | Discount Rate | 5.23% | 3.56% | | Salary Increase Rate | 3.50% | N/A | | Pension Increase Rate | N/A | 2.15% | | Pre-Retirement Decrements | None | None | | Post-Retirement Mortality Table | Pri-2012 using MP-2021 Projection Scale Blended | Heubeck 2018 G |

  113. Pension Benefits

    The following exchange rates as of June 30, 2023, were used to calculate the present-day lump sum value of certain benefits earned while working in previous home countries (as described in The Procter & Gamble Global International Retirement Arrangement Plan (“Global IRA”) section below): (1)US$ 1.08730 : Euro €1.00000; (2)US$ 0.01808 : Philippine Peso 1.00000; (3)US$ 0.01267 : Indian Rupee INR 1.00000; and (4) US$0.73768 : SGD1.00000.

  114. 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 2022-23. For a complete understanding of the table and the footnotes, please read the narrative that follows the table.

  115. Nonqualified Deferred Compensation

    | Nonqualified Deferred Compensation Table | | | | | | | | | Name | Plan Name | Aggregate Balance at FYE ‘22 (6/30/22) ($) | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY(1) ($) | Aggregate Withdrawals or Distributions ($) | Aggregate Balance at FYE ‘23 (6/30/23) ($) | | Jon R. Moeller | Employee Stock and Incentive Compensation Plan(2) | 3,745,010 | — | 3,741,699(3) | 359,388 | 1,263,696(4) | 6,582,400(5) | | | PST Restoration Program | 3,882,601 | — | 281,459(6) | 341,425 | 21,301 | 4,484,185(7) | | Andre Schulten | International Retirement Plan | 1,046,050 | — | — | 85,989 | — | 1,132,039 | | | PST Restoration Program | 215,029 | — | 122,709(6) | 27,388 | 9,064 | 356,062(8) | | Ma. Fatima D. Francisco | Executive Deferred Compensation Plan | 4,624,446 | 1,259,400 | — | 546,124 | — | 6,429,970(9) | | | PST Restoration Program | 740,517 | — | 128,001(6) | 71,025 | 8,762 | 930,781(10) | | Shailesh Jejurikar | Employee Stock and Incentive Compensation Plan(2) | — | — | 1,114,090(11) | — | — | 1,114,090 | | | PST Restoration Program | 474,462 | — | 87,241(6) | 45,905 | 6,496 | 601,112(12) | | | Executive Deferred Compensation Plan | 443,839 | — | — | 86,898 | | 530,737 | | R. Alexandra Keith | Employee Stock and Incentive Compensation Plan(2) | — | — | 1,393,353(13) | 79,735 | — | 1,473,088(14) | | | PST Restoration Program | 1,075,108 | — | 142,303(6) | 99,521 | 14,503 | 1,302,429(15) |

  116. 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. |

  117. Nonqualified Deferred Compensation

    | (2) 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. |

  118. Nonqualified Deferred Compensation

    | (3) Total reflects 25% of the 2021 LTIP RSU grant and 75% of the 2022 LTIP RSU grant (less taxes paid on the grant at the end of calendar year 2022) which became nonforfeitable pro rata because the NEO is retirement eligible. The 2022 LTIP RSU grant is also reported in the Summary Compensation Table, while the 2021 LTIP RSU grant was reported in last year’s Summary Compensation Table. |

  119. Nonqualified Deferred Compensation

    | (4) Total reflects the delivery of a 2020 LTIP grant, and taxes withheld on prior grants. |

  120. Nonqualified Deferred Compensation

    | (5) Total includes $4,034,005 previously reported in Summary Compensation Tables for prior years. |

  121. Nonqualified Deferred Compensation

    | (6) 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. |

  122. Nonqualified Deferred Compensation

    | (7) Total includes $1,774,672 previously reported in Summary Compensation Tables for prior years. |

  123. Nonqualified Deferred Compensation

    | (8) Total includes $114,373 previously reported in Summary Compensation Tables for prior years. |

  124. Nonqualified Deferred Compensation

    | (9) Total includes $1,247,954 previously reported in the Summary Compensation Tables for prior years. |

  125. Nonqualified Deferred Compensation

    | (10) Total includes $109,858 previously reported in the Summary Compensation Tables for prior years. |

  126. Nonqualified Deferred Compensation

    | (11) Total reflects 75% of the 2022 LTIP RSU grant (less taxes paid on the grant at the end of calendar year 2022) which became nonforfeitable pro rata because the NEO is retirement eligible. The 2022 LTIP RSU grant is also reported in the Summary Compensation Table. |

  127. Nonqualified Deferred Compensation

    | (12) Total includes $119,939 previously reported in the Summary Compensation Tables for prior years. |

  128. Nonqualified Deferred Compensation

    | (13) Ms. Keith became retirement eligible February 2023, and her October 2020 LTIP RSU and October 2021 LTIP RSU became non-forfeitable. In addition, on June 30, 2023, 75% of her October 2022 LTIP RSU grant was non-forfeitable. This award is reported in the Summary Compensation Table. |

  129. Nonqualified Deferred Compensation

    | (14) Total includes $476,247 previously reported in the Summary Compensation Tables for prior years. |

  130. Nonqualified Deferred Compensation

    | (15) Total includes $116,581 previously reported in the Summary Compensation Tables for prior years. |

  131. Nonqualified Deferred Compensation

    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 the 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 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 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 52 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. The dividend equivalents accrue in the form of additional RSUs each quarter and are 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 the 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.

  132. 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.

  133. 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 ($) | | Jon R. Moeller | | | | | | | Salary | 0 | 1,600,000 | 0 | 0 | 0 | | STAR(1) | 0 | 0 | 0 | 0 | 0 | | Long-Term Incentive Program(2) | 0 | 6,710,293 | 6,710,293 | 7,419,360 | 7,419,360 | | PSP(3) | 0 | 12,896,080 | 12,896,080 | 15,077,342 | 15,077,342 | | Executive Group Life Insurance | 0 | 0 | 0 | 0 | 4,800,000 | | Total | 0 | 21,206,372 | 19,606,372 | 22,496,702 | 27,296,702 | | Andre Schulten | | | | | | | Salary | 0 | 920,000 | 0 | 0 | 0 | | STAR(1) | 0 | 0 | 0 | 0 | 631,331 | | Long-Term Incentive Program(2) | 0 | 3,814,005 | 3,814,005 | 4,034,062 | 4,034,062 | | PSP(3) | 0 | 4,072,777 | 4,072,777 | 4,749,765 | 4,749,765 | | Executive Group Life Insurance | 0 | 0 | 0 | 0 | 1,978,000 | | Total | 0 | 8,806,782 | 7,886,782 | 8,783,827 | 11,393,158 | | Ma. Fatima D. Francisco | | | | | | | Salary | 0 | 900,000 | 0 | 0 | 0 | | STAR(1) | 0 | 0 | 0 | 0 | 0 | | Long-Term Incentive Program(2) | 0 | 3,010,360 | 3,010,360 | 3,367,341 | 3,367,341 | | PSP(3) | 0 | 3,677,913 | 3,677,913 | 4,227,022 | 4,227,022 | | Executive Group Life Insurance | 0 | 0 | 0 | 0 | 1,890,000 | | Total | 0 | 7,588,273 | 6,688,273 | 7,594,363 | 9,484,363 | | Shailesh Jejurikar | | | | | | | Salary | 0 | 1,050,000 | 0 | 0 | 0 | | STAR(1) | 0 | 0 | 0 | 0 | 2,252,409 | | Long-Term Incentive Program(2) | 0 | 3,211,787 | 3,211,787 | 3,456,294 | 3,456,294 | | PSP(3) | 0 | 4,525,342 | 4,525,342 | 5,277,517 | 5,277,517 | | Executive Group Life Insurance | 0 | 0 | 0 | 0 | 2,362,500 | | Total | 0 | 8,787,129 | 7,737,129 | 8,733,811 | 13,348,720 |

  134. 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 ($) | | R. Alexandra Keith | | | | | | | Salary | 0 | 1,010,000 | 0 | 0 | 0 | | STAR(1) | 0 | 0 | 0 | 0 | 876,289 | | Long-Term Incentive Program(2) | 0 | 2,551,480 | 2,551,480 | 2,836,268 | 2,836,268 | | PSP(3) | 0 | 3,912,730 | 3,912,730 | 4,496,815 | 4,496,815 | | Special Equity Awards(4) | 0 | 0 | 2,232,095 | 2,232,095 | 2,232,095 | | Executive Group Life Insurance | 0 | 0 | 0 | 0 | 2,121,000 | | Total | 0 | 7,474,210 | 8,696,305 | 9,565,178 | 12,562,467 |

  135. 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 the CEO position. 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 2022-23, the median of the annual total compensation of all employees of the company (other than our CEO) was $64,024, and the annual total compensation of the CEO was $21,715,625. Based on this information, the ratio of the annual total compensation of CEO to the median of the annual total compensation of employees was 339 to 1. In accordance with SEC requirements, we determined that there have been no changes to our employee population or compensation arrangements in FY 2022-23 that we believe would significantly affect our pay ratio disclosure. In determining our pay ratio for FY 2022-23, we used the same median employee as was identified last year according to the process outlined below. The median employee’s pay increased in local currency (Euro); however, due to significant changes in the USD to Euro exchange rate during FY 2022-23, the median employee reportable pay appears lower when converted to USD. 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 determining the consistently applied compensation measure, 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 2022-23 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 from the “Total” column (column (j)) of our FY 2022-23 Summary Compensation Table included in this Proxy Statement.

  136. Pay Ratio

    | 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. |

  137. Pay Ratio

    As discussed in the CD&A section above, our fundamental and overriding objective is to create value for our shareholders at leadership levels on a consistent long-term basis. The C&LD Committee approaches CEO and overall executive compensation with an emphasis on Pay for Performance through alignment of our incentive compensation program outcomes with successful execution of our business strategies. Payouts are intended to reward executives who achieve or exceed Company and business unit goals, with lower or no payouts when executives do not meet goals. Equity awards are a key component of Executive Compensation with the goal of driving Total Shareholder Return through the use of stock options and time-vested RSUs under the LTIP, and PSUs under the PSP. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between ‘compensation actually paid’ to our CEO and to our other non-CEO NEOs and certain financial performance measures of the Company for the past three fiscal years. Compensation actually paid (CAP), as determined under SEC requirements, does not reflect the actual amount of compensation earned by or paid to our executive officers during a covered year.

  138. Pay Versus Performance (PVP) Table

    Pay Versus Performance (PVP) Table

  139. Pay Versus Performance (PVP) Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based on | | | | | Year (a) | Summary Compensation Table (SCT) Total for CEO (Moeller) 1 ($) (b) | Compensation Actually Paid to CEO (Moeller) 2 ($) (c) | SCT Total for CEO (Taylor) 1 ($) (b) | Compensation Actually Paid to CEO (Taylor) 2 ($) (c) | Average SCT Total for non-CEO NEOs 3 ($) (d) | Average Compensation Actually Paid to non-CEO NEOs 3 ($) (e) | P&G TSR ($) (f) | Peer Group TSR (S&P 500 Consumer Staples) 4 ($) (g) | Net Income ($B) (h) | Organic Sales Growth 5 (i) | | 2022-23 | 21,715,625 | 26,736,735 | — | — | 7,174,555 | 8,811,521 | $136.63 | $140.17 | $14.7 | 6.9% | | 2021-22 | 17,716,015 | 30,332,659 | 18,595,382 | 34,333,232 | 6,783,743 | 11,363,522 | $126.14 | $131.49 | $14.8 | 6.7% | | 2020-2 1 | | | 23,900,381 | 38,202,429 | 6,683,975 | 10,555,409 | $115.62 | $123.29 | $14.4 | 6.4% |

  140. Pay Versus Performance (PVP) Table

    | (1) Mr. Moeller served as CEO for the entirety of fiscal 2023. During FY 2022, Mr. Taylor served 4 months as CEO and 8 months as Executive Chairman of the Board before retiring at the end of FY 2022. Mr. Moller served 8 months as CEO during FY 2022. Mr. Taylor served as CEO for the entirety of fiscal 2021. |

  141. Pay Versus Performance (PVP) Table

    | (2) See section titled “Compensation Actually Paid Reconciliation” below for details on the CAP calculation. |

  142. Pay Versus Performance (PVP) Table

    | (3) The following non-CEO NEOs are included in the average compensation in columns (d) and (e) for each respective fiscal year above: |

  143. Pay Versus Performance (PVP) Table

    | • | FY 2023 represented compensation for Andre Schulten, Ma. Fatima D. Francisco, Shailesh Jejurikar, and R. Alexandra Keith |

  144. Pay Versus Performance (PVP) Table

    | • | FY 2022 represented compensation for Andre Schulten, Ma. Fatima D. Francisco, Shailesh Jejurikar, R. Alexandra Keith, and Carolyn Tastad |

  145. Pay Versus Performance (PVP) Table

    | • | FY 2021 represented compensation for Andre Schulten, Jon Moeller, Steven Bishop, Mary Lynn Ferguson-McHugh, and Shailesh Jejurikar |

  146. Pay Versus Performance (PVP) Table

    | (4) Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P 500 Consumer Staples Index (SP500.30). |

  147. Pay Versus Performance (PVP) Table

    | (5) In accordance with SEC rules, the Company is required to include in the Pay versus Performance table the “most important” financial performance measures (as determined by the Company) used to link compensation actually paid to our executive officers to Company performance for the most recently completed fiscal year. The Company determined that Organic Sales Growth, which is a key driver of our annual and long-term incentive payouts, meets this requirement and therefore, we have included this performance measure in the Pay versus Performance table. See Exhibit A for a reconciliation of Organic Sales Growth to Net Sales Growth. |

  148. Compensation Actually Paid Reconciliatio

    Compensation Actually Paid Reconciliatio

  149. Pay Versus Performance alignment to Financial Metrics

    Pay Versus Performance alignment to Financial Metrics The following table shows the financial metrics that are most important in linking compensation actually paid to our CEO and other NEOs to the Company’s performance for the most recently completed fiscal year. These metrics are included in our short- and/or long-term incentive programs, STAR and PSP, as detailed in the CD&A section above:

  150. Pay Versus Performance alignment to Financial Metrics

    | Financial Metrics | | Organic Sales Growth | | Core EPS Growth | | Relative Organic Sales Growth | | Constant Currency Before Tax Operating Profit | | Free Cash Flow Productivity | | Relative TSR |

  151. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS See pages 8-18 of this proxy statement. ITEM 2.