DEF 14A of Church & Dwight Co Inc /De/, Mar 20, 2025

DEF 14A of Church & Dwight Co Inc /De/

Filed Mar 20, 2025 · FY20240001193125-25-059273

Open on EDGAR

  1. VOTING MATTERS AND BOARD OF DIRECTORS RECOMMENDATIONS

    | * Mr. Dierker is currently the Company’s Chief Financial Officer as of the date of this Proxy Statement. The Board has appointed Mr. Dierker to join the Board effective April 2, 2025, concurrently with his assuming the role of the Company’s President and Chief Executive Officer. Lee McChesney will assume the role of Executive Vice President, Chief Financial Officer on March 24, 2025. |

  2. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE We strive to maintain effective corporate governance practices and policies. We believe that the following practices and policies contribute to our strong governance profile:

  3. CORPORATE GOVERNANCE

    | Director Independence | ◾ | 10 of 12 director nominees are independent under the NYSE listing standards | | | ◾ | Starting September 30, 2025, we anticipate having 10 of 11 directors be independent and an independent Chair | | | ◾ | 3 fully independent Board committees: Audit, Compensation & Human Capital, and Governance, Nominating & Corporate Responsibility | | | ◾ | Independent Lead Director presides over executive sessions of, and facilitates communication with, the independent directors | | Board Accountability | ◾ | Annual election of directors | | | ◾ | Our directors are subject to “majority voting,” and each incumbent director nominee submits, prior to the Annual Meeting, an irrevocable resignation in writing that our Board of Directors may accept if a majority of stockholders do not re-elect the director in an uncontested election | | Board Leadership | ◾ | Annual assessment and determination of Board leadership structure | | | ◾ | Annual appointment of independent Lead Director when Chairman/Chief Executive Officer (“CEO”) roles are combined or when the Chairman is not independent (or when the Board otherwise determines appropriate) | | | ◾ | Lead Director has strong role and significant governance duties, including approval of Board agendas and chairing executive sessions of all independent directors | | Board Evaluation and Effectiveness | ◾ | Annual Board, Committee, and individual director evaluations | | Board Refreshment | ◾ | Board members who joined before 2021 are required to retire on the earlier of reaching age 75, or twenty years on the Board, and Board members joining since 2021 are required to retire on the earlier of reaching age 75 or fifteen years on the Board | | | ◾ | Annual review of board succession plans | | Prevent Overboarding | ◾ | Our Corporate Governance Guidelines set forth limits on the number of public company boards on which our non-employee directors and CEO may serve: four (including the Company) for our non-employee directors and two (including the Company) for our CEO | | | ◾ | Compliance is reviewed annually, and all of our directors are in compliance with this policy | | Director Engagement | ◾ | Each director attended at least 75 percent of the aggregate number of meetings held by the Board and all committees of the Board on which such director served in 2024 | | | ◾ | Board policy limits director membership to four public company boards (including the Company) for non-employee directors (without the approval of the Governance, Nominating & Corporate Responsibility Committee) | | | ◾ | Stockholder ability to contact directors (as described under “Communication with the Board of Directors”) | | Director Access and Resources | ◾ | Significant interaction with the Company’s senior business leaders through regular business reviews | | | ◾ | Directors have direct access to senior management and other employees | | | ◾ | Directors have authorization to hire outside experts and consultants and to conduct independent investigations | | Proxy Access | ◾ | Our Bylaws provide for proxy access by stockholders | | No Supermajority Voting Requirements | ◾ | No supermajority requirement for stockholders to amend Bylaws | | | ◾ | No supermajority requirement for stockholders to amend the Certificate of Incorporation | | Right of Stockholders to Request Special Meeting | ◾ | Stockholders with at least 25% of our outstanding stock have the right to request special meetings of the stockholders | | Clawback Policies | ◾ | Clawback policies that require the recoupment of excess incentive-based compensation paid to our executive officers as a result of a material financial misstatement in accordance with the Dodd-Frank Act and NYSE rules, and permit recoupment of compensation from a broader group of senior leaders across the Company in the case of material financial misstatements, cause conduct and violations of restrictive covenants | | | ◾ | Clawback provisions incorporated into the Company’s Annual Incentive Plan and Omnibus Equity Compensation Plan (and underlying award agreements) that are tied to the clawback policies | | Anti-Hedging Policy | ◾ | Insider trading policy prohibits non-employee directors and employees from engaging in any pledging, short sales, or hedging involving Company stock |

  4. CORPORATE GOVERNANCE

    | Church & Dwight Co. | 2025 Proxy Statement | 3 |

  5. CORPORATE GOVERNANCE

    | Share Ownership | ◾ | CEO is required to hold shares equivalent to 6x base salary | | | ◾ | CFO is required to hold shares equivalent to 3x base salary | | | ◾ | All other senior executives are required to hold shares equivalent to 2.5x base salary | | | ◾ | Board members are required to hold shares equivalent to 5x the standard annual retainer | | Director Compensation | ◾ | Maximum annual limit of $750,000, in the aggregate, for Director Compensation | | Compensation Practices | ◾ | Target compensation opportunities are competitive in markets in which we compete for management talent | | | ◾ | Use of short-term and long-term incentives ensure a strong connection between Company performance and actual compensation realized | | | ◾ | Our Annual Incentive Plan utilizes five diverse metrics to avoid over-emphasis on any one measure | | | ◾ | In the event of a change in control, our named executive officers will not receive cash severance, nor will equity granted after July 30, 2019 vest, unless accompanied by a qualifying termination of the named executive officer | | | ◾ | No excise tax gross-ups for change in control payments | | | ◾ | No defined pension benefit plan or similarly actuarially valued pension plan for executives | | | ◾ | Limited perquisites | | | ◾ | Repricing of stock options is prohibited without prior stockholder approval | | Risk Management/Sustainability | ◾ | Risk assessment and risk management are the responsibility of the Company’s management, and the Board has oversight responsibility for those processes and findings | | | ◾ | The Board and its committees oversee the execution of the Company’s sustainability strategy as part of their oversight of the Company’s overall strategy and risk management |

  6. CORPORATE GOVERNANCE

    | 4 | Church & Dwight Co. | 2025 Proxy Statement |

  7. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Our Certificate of Incorporation provides for the annual election of our Board of Directors. At the 2025 Annual Meeting, all of our current directors, and Mr. Dierker, who will join the Board on April 2, 2025, will stand for election for one-year terms on our Board of Directors. Our Board of Directors currently consists of 12 members. At the Annual Meeting, all directors will be elected to serve until the 2026 Annual Meeting, in each case, until their successors are elected and qualified, except for Mr. Farrell who submitted his resignation from his position as Chairman and a member of the Board effective as of the close of business on September 30, 2025 (the “Effective Date”). Our Board of Directors has nominated Bradlen S. Cashaw, Richard A. Dierker, Matthew T. Farrell, Bradley C. Irwin, Penry W. Price, Susan G. Saideman, Ravichandra K. Saligram, Robert K. Shearer, Michael R. Smith, Janet S. Vergis, Arthur B. Winkleblack, and Laurie J. Yoler, all of whom, with the exception of Mr. Dierker, currently serve as members of our Board of Directors. On April 2, 2025, Mr. Dierker will succeed Mr. Farrell as President and Chief Executive Officer of the Company and will join the Board on that date. All nominees have agreed to be named in this proxy statement and to serve as directors if elected for an additional term, except for Mr. Farrell who will serve until the Effective Date. The Board believes that contemporary governance practices suggest that the former CEO of a public company should continue to serve as a director for a limited transition period after retirement from the CEO role. Accordingly Mr. Farrell complied with the Board’s desire that he resign from the Board as of the Effective Date. Mr. Farrell’s decision to resign from the Board is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board has appointed Mr. Saligram as Board Chairman effective as of the close of business on the Effective Date, contingent upon his reelection to the Board at the Annual Meeting, replacing Mr. Farrell. Mr. Saligram, one of our independent directors, will continue in his role as a member of the Compensation & Human Capital and Governance, Nominating & Corporate Responsibility Committees of the Board. We do not anticipate that any of the nominees will become unavailable to serve as a director for any reason prior to the Annual Meeting. However, if any of them becomes unavailable, the persons named in the enclosed form of proxy will vote for any substitute nominee designated by our Board of Directors, unless our Board of Directors determines to reduce the number of directors on our Board.

  8. Director Nominees

    Director Nominees

  9. Director Nominees

    | | BRADLEN S. CASHAW | | | Director since 2021 Independent Age: 61 § Audit Committee § Governance, Nominating & Corporate Responsibility Committee |

  10. Director Nominees

    Mr. Cashaw is the principal and chief executive officer of Ingenium OpEx, LLC, a role he has held since February 2025. Mr. Cashaw was the Chief Operating Officer of Agropur, a top 15 global dairy processor, where he served in that capacity from December 2021 to October 2024. He also served as a member of the Board of Directors of Agropur, USA and Agropur Inc. From September 2020 to November 2021, he was the Chief Supply Chain Officer for Flowers Foods. Mr. Cashaw was Executive Vice President and Chief Supply Chain Officer for Dean Foods, the nation’s largest fluid dairy producer, from March 2016 to September 2019. From October 2013 to August 2015, Mr. Cashaw was Vice President, Integrated Supply Chain for the Cheese & Dairy division at Kraft Foods Group. From April 2012 to September 2013, he was Senior Vice President, Snacks Supply Chain at the Kellogg Company. From September 2008 to February 2012, he was the Vice President of Supply Chain for Quaker Foods & Snacks, and from November 2006 to September 2008 he was the Vice President, Operations, North America for Quaker Foods. Mr. Cashaw began his career at PepsiCo as a project engineer and held several operations and supply chain roles, including plant manager and director during his tenure of over 24 years with the company.

  11. Director Nominees

    | 12 | Church & Dwight Co. | 2025 Proxy Statement |

  12. Director Nominees

    Mr. Cashaw’s more than 35 years of progressive leadership experience within the consumer packaged goods industry at Fortune 300 companies and leadership over supply chain strategy and operations, enables him to provide our Board of Directors with a valuable global perspective and insight into supply chain matters, such as sales, manufacturing, distribution, finance, business analytics and strategic planning.

  13. Director Nominees

    | | RICHARD A. DIERKER | | | Director since 2025 Non-Independent Age: 45 § Executive Committee |

  14. Professional Experience

    Professional Experience Mr. Dierker will assume the role of President and Chief Executive Officer and join the Board as a director on April 2, 2025. From April 2022 to March 2025, Mr. Dierker was Executive Vice President, Chief Financial Officer and Head of Business Operations and our Executive Vice President and Chief Financial Officer from January 2016 to April 2022. From 2012 to 2016, Mr. Dierker was our Vice President, Corporate Finance and from 2009 to 2012, Mr. Dierker led Supply Chain Finance as the Company’s Operations Controller. From 2008 to 2009, he held a senior financial management position at Alpharma, Inc., a leading international specialty pharmaceutical company. Prior to 2008, he held financial and business development management positions at Ingersoll-Rand Ltd, a major diversified industrial manufacturer.

  15. Director Qualifications

    Director Qualifications Mr. Dierker’s deep experience as our Chief Financial Officer and Head of Business Operations and other roles with the Company, coupled with his years of experience in other finance roles at large multinational companies, enables him to provide our Board of Directors with important insights and leadership on a range of financial and internal control matters, as well as on matters relating to our operations, capital structure, information systems, risk management, public company reporting, investor relations, business analytics, marketing, strategic planning and mergers and acquisitions.

  16. Director Qualifications

    | | MATTHEW T. FARRELL | | | Chairman since 2019 Director since 2016 Non-Independent Age: 68 § Chair, Executive Committee |

  17. Director Qualifications

    Mr. Farrell has been our Chairman since May 2019 and assumed the role of President and Chief Executive Officer in January 2016. On April 1, 2025, Mr. Farrell will step down from his role as President and Chief Executive Officer, and will continue as our Chairman of the Board through September 30, 2025 (the “Effective Date”). On March 18, 2025, Mr. Farrell submitted his resignation from his position as Chairman and a member of the Board, effective as of the close of business on the Effective Date. The Board believes that contemporary

  18. Director Qualifications

    | Church & Dwight Co. | 2025 Proxy Statement | 13 |

  19. Director Qualifications

    governance practices suggest that the former CEO of a public company should continue to serve as a director for a limited transition period after retirement from the CEO role. Accordingly Mr. Farrell complied with the Board’s desire that Mr. Farrell resign from the Board as of the Effective Date. From November 2014 to December 2015, Mr. Farrell was our Executive Vice President, Chief Operating Officer, and Chief Financial Officer, prior to which he served as our Executive Vice President, Finance and Chief Financial Officer since May 2007. From September 2006 through May 2007, he was our Vice President and Chief Financial Officer. Mr. Farrell was Executive Vice President and Chief Financial Officer of Alpharma Inc. from April 2002 through August 2006. From July 2000 through April 2002, he served as Vice President, Investor Relations & Communications at Ingersoll-Rand Ltd. From November 1994 through June 2000, he held various senior financial positions at AlliedSignal Inc.

  20. Other Boards and Appointments

    Other Boards and Appointments Mr. Farrell has served as a member of the board of directors of Trinseo PLC, a global materials supplier of latex binders, plastics, and specialty products since 2020. He previously served as a member of the Board of Directors of Lydall, Inc., a supplier of engineered thermal, acoustical, and filtration products, from 2003 to 2021.

  21. Director Qualifications

    Director Qualifications Mr. Farrell’s intimate knowledge of our Company, gained through over 18 years of executive service as our Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, combined with his four years of experience as the Chief Financial Officer of a pharmaceutical company and many years of experience in other finance and investor relations roles at large multinational companies, enable him to provide important insights and leadership to us and our Board of Directors regarding our operations, including marketing, strategic planning, mergers and acquisitions, finance and capital structure, performance management, business analytics, compliance, risk management, public company reporting and governance, and investor relations.

  22. Director Qualifications

    | | BRADLEY C. IRWIN | | | Director since 2006 Independent Age: 66 § Compensation & Human Capital Committee § Governance, Nominating & Corporate Responsibility Committee |

  23. Director Qualifications

    Mr. Irwin retired in December 2018 as President and Chief Executive Officer of Welch Foods Inc., a global processor and marketer of juices and jams, where he served in that capacity since February 2009. Mr. Irwin was President of Cadbury Adams North America LLC, the North American confectionery business unit of Cadbury Schweppes plc. (“Cadbury Schweppes”), from June 2007 through November 2008. From April 2003 through June 2007, Mr. Irwin was President of Cadbury Adams USA LLC, the United States confectionery business unit of Cadbury Schweppes. Mr. Irwin served as President of Mott’s Inc., a business unit of Cadbury Schweppes, from May 2000 through April 2003. From 1980 through 1999, Mr. Irwin served in various capacities for The Procter & Gamble Company.

  24. Director Qualifications

    | 14 | Church & Dwight Co. | 2025 Proxy Statement |

  25. Director Qualifications

    Mr. Irwin currently serves on the boards of directors of Save the Children U.S. and Save the Children International, a large global non-profit delivering education, health and humanitarian support for disadvantaged children. He also serves on the board of directors of Bay State Milling Co, a private grain milling company. Mr. Irwin was a member of the board of directors of Welch Foods from February 2009 to December 2018.

  26. Director Qualifications

    Director Qualifications Mr. Irwin’s more than 40 years of experience in the consumer products industry, including his service in executive capacities at large multinational public companies that market products in the same categories as some of our products, enables him to provide valuable insights into a wide variety of matters relating to our operations. These matters include, among others, strategic planning, risk assessment, and international operations.

  27. Director Qualifications

    | | PENRY W. PRICE | | | Director since 2011 Independent Age: 56 § Chair, Compensation & Human Capital Committee § Audit Committee § Executive Committee |

  28. Professional Experience

    Professional Experience Mr. Price is the founder and managing partner of Charcoal Advisors, LLC, a role he has held since February 2025. Mr. Price was the Vice President, Marketing Solutions of LinkedIn Corporation (a subsidiary of Microsoft Corporation) from October 2013 to February 2025. From June 2011 through October 2013, he was President of Dstillery, Inc., a marketing technology company formerly known as Media6Degrees, LLC. From June 2004 through June 2011, he served in various capacities at Google, Inc., a provider of Internet-related products and services, the last of which was Vice President, Agency Sales and Partnerships, Worldwide. From July 2000 through June 2004, Mr. Price served as Sales Director of Wenner Media, LLC, a company engaged in the publication of magazines and production of radio and television programs, where he was principally responsible for revenue generation and strategic partnerships. Mr. Price’s extensive experience as a senior executive in companies specializing in digital marketing, advertising, and social networks enables him to provide valuable perspectives on our marketing initiatives and strategies, including the use of social media and digital technology to reach new consumers.

  29. Professional Experience

    | Church & Dwight Co. | 2025 Proxy Statement | 15 |

  30. Professional Experience

    | | SUSAN G. SAIDEMAN | | | Director since 2020 Independent Age: 62 § Audit Committee § Governance, Nominating & Corporate Responsibility Committee |

  31. Professional Experience

    Professional Experience Ms. Saideman is the founder of Portage Bay Limited LLC and has served as its CEO since September 2019. Ms. Saideman served in various roles at Amazon, Inc., the world’s largest online retailer, from November 2013 to August 2019, including Vice President, roles leading the Amazon Fashion EU business and Global Vendor Management. From December 2007 to October 2013, Ms. Saideman was President of Mars Retail Group, the group responsible for the Direct to Consumer businesses for Mars including M&M’s World, Ethel M and MyM&Ms. From January 2004 to June 2007, she was CEO of Mikasa and Company/Arc International, a leader in tableware products, and from December 2002 to June 2003, President, Parker Division, of Newell Rubbermaid, a leading global consumer goods company. From May 1998 to December 2002 and August 1991 to May 1998, Ms. Saideman held various positions with increasing responsibility at Campbell Soup Company, a multi-national food company and PepsiCo, one of the world’s largest food and beverage companies, respectively. Earlier in her career, Ms. Saideman held positions at Mt. Trading Company, Bain & Company and Chase Manhattan Bank.

  32. Other Boards and Appointments

    Other Boards and Appointments Ms. Saideman is a member of the board of directors of MYT Netherlands Parent B.V., an industry leader in the world of online luxury fashion and retail. Ms. Saideman’s extensive experience in the “direct-to-consumer” businesses, building brands in the consumer packaged goods industries and leadership over global operational teams, enable her to provide our Board of Directors with a valuable global perspective on our digital transformation, ecommerce, marketing, innovation, international operations and technology.

  33. Other Boards and Appointments

    | 16 | Church & Dwight Co. | 2025 Proxy Statement |

  34. Other Boards and Appointments

    | | RAVICHANDRA K. SALIGRAM | | | Lead Director since 2023 Director since 2006 Independent Age: 68 § Compensation & Human Capital Committee § Executive Committee § Governance, Nominating & Corporate Responsibility Committee |

  35. Professional Experience

    Professional Experience Mr. Saligram retired in May 2023 as Chief Executive Officer and a member of the Board of Directors of Newell Brands, a leading global consumer goods company, where he served in that capacity since May 2022. Mr. Saligram was the President and Chief Executive Officer and a member of the Board of Directors of Newell Brands, from October 2019 to May 2022, and the Chief Executive Officer and a member of the board of directors of Ritchie Bros. Auctioneers Incorporated, the world’s largest industrial equipment auctioneer, from July 2014 to October 2019. From November 2010 through November 2013, he served as the Chief Executive Officer, President, and a member of the board of directors of OfficeMax Incorporated, a company engaged in business-to-business and retail office products distribution. From 2003 through November 2010, he served in various executive management positions with ARAMARK Corporation, a global food services company, including Executive Vice President, President, ARAMARK International, and Chief Globalization Officer, and Senior Vice President of ARAMARK Corporation. From 1994 through 2002, Mr. Saligram served in various capacities for the InterContinental Hotels Group, a global hospitality company, including as President of Brands & Franchise, North America, Chief Marketing Officer & Managing Director, Global Strategy, President, International and President, Asia Pacific. Earlier in his career, Mr. Saligram held various general and brand management positions with S. C. Johnson & Son, Inc. in the United States and overseas. The Board has appointed Mr. Saligram to the role of our Board Chairman, contingent upon his reelection to the Board at the Annual Meeting, effective as of September 30, 2025 upon the resignation of Mr. Farrell as Board Chairman and a member of the Board.

  36. Other Boards and Appointments

    Other Boards and Appointments Mr. Saligram was a member of the board of directors of Ritchie Bros. Auctioneers Incorporated from July 2014 to October 2019 and Newell Brands from October 2019 to May 2023. Mr. Saligram’s extensive experience building businesses and brands in the industrial products, office products distribution, consumer packaged goods, hospitality, and consumer and managed services industries and leadership over operational teams in a large number of countries, enable him to provide our Board of Directors with a valuable global perspective on governance and control matters, as well as on strategic planning and risk assessment.

  37. Other Boards and Appointments

    | Church & Dwight Co. | 2025 Proxy Statement | 17 |

  38. Other Boards and Appointments

    | | ROBERT K. SHEARER | | | Director since 2008 Independent Age: 73 § Audit Committee |

  39. Professional Experience

    Professional Experience Mr. Shearer retired in March 2015 as Senior Vice President and Chief Financial Officer of VF Corporation, a global lifestyle apparel company, where he served in that capacity since May 2005. He also served VF Corporation in several other capacities since 1986, including Vice President, Finance and Chief Financial Officer from July 1998 to May 2005. Earlier in his career, Mr. Shearer held a senior audit position with Ernst & Young LLP.

  40. Other Boards and Appointments

    Other Boards and Appointments Mr. Shearer currently serves on the board of directors of YETI Holdings, Inc., a designer, marketer, retailer, and distributor of a variety of innovative, branded, premium products to a wide-ranging customer base and Kontoor Brands, Inc. a global lifestyle apparel company.

  41. Director Qualifications

    Director Qualifications Mr. Shearer’s role as Chief Financial Officer of VF Corporation, coupled with his 12 years of experience in public accounting, enables him to provide our Board of Directors and the Audit Committee with important insights on a range of financial and internal control matters, as well as on matters relating to capital structure, information systems, risk management, public company reporting and investor relations. In addition, his participation in VF Corporation expansion initiatives, including a number of acquisitions and growth in international markets, enables him to provide important insights on international operations, business combination opportunities, and strategic planning.

  42. Director Qualifications

    | | MICHAEL R. SMITH | | | Director since 2024 Independent Age: 60 § Audit Committee |

  43. Director Qualifications

    Mr. Smith retired in February 2025 as Executive Vice President of McCormick & Company, Inc. where he served in such capacity since 2024. From September 2016 to December 2024 Mr. Smith was the Executive Vice President and Chief Financial Officer of McCormick & Company, Inc. Over his 33-year career with McCormick, Mr. Smith has served as Senior Vice President Corporate Finance, Senior Vice President Capital Markets & Chief Financial Officer for North America, Chief Financial Officer and Vice President Finance for EMEA, Vice President Treasury and Investor Relations, Vice President Finance and Administration for U.S. Consumer Products, Vice President Finance for the U.S. Industrial Group, Director of Corporate Accounting, Corporate Financial Planning Manager and Plant Controller for McCormick’s Hunt Valley, Maryland-based manufacturing facility. Prior to joining McCormick, Mr. Smith served in varying capacities at Coopers & Lybrand.

  44. Director Qualifications

    | 18 | Church & Dwight Co. | 2025 Proxy Statement |

  45. Director Qualifications

    Mr. Smith currently serves as a member of the Board of Directors of MillerKnoll, Inc., a global leader in design.

  46. Director Qualifications

    Director Qualifications Mr. Smith’s extensive experience across various disciplines at McCormick & Company, a large global consumer goods company, enables him to provide our Board of Directors and the Audit Committee with important insights on a range of financial and internal control matters, as well as on matters relating to strategic planning, mergers and acquisitions, international operations, capital structure, risk management, public reporting, investor relations, supply chain and information technology.

  47. Director Qualifications

    | | JANET S. VERGIS | | | Director since 2014 Independent Age: 60 § Chair, Governance, Nominating & Corporate Responsibility Committee § Compensation & Human Capital Committee § Executive Committee |

  48. Professional Experience

    Professional Experience Ms. Vergis is a retired Executive Advisor for private equity firms where she served in such capacity from January 2013 to December 2019, where she identified and evaluated healthcare investment opportunities. From January 2011 to August 2012, she was the Chief Executive Officer of OraPharma, Inc., a specialty pharmaceutical company dedicated to oral health, where she led that company’s successful turnaround and its subsequent sale. From 2004 to 2009, Ms. Vergis served as President of Janssen Pharmaceuticals, McNeil Pediatrics and Ortho-McNeil Neurologics (Johnson & Johnson). From 1988 to 2004, she served in various positions of increasing responsibility in executive leadership, research and development, new product development, sales, and marketing with Johnson & Johnson and its subsidiaries.

  49. Other Boards and Appointments

    Other Boards and Appointments Ms. Vergis is currently a member of the board of directors of Teva Pharmaceutical Industries, a global leader in generics and biopharmaceuticals, Dentsply Sirona, the world’s largest manufacturer of professional dental solutions and SGS, a leading testing, inspection and certification company. She was also a member of the board of directors of Amneal Pharmaceuticals, Inc. from 2015 to 2019. Ms. Vergis’ more than 35 years of healthcare leadership experience, together with her extensive background in research and development, business and new product development (including products regulated by the U.S. Food and Drug Administration), sales, and marketing, combined with her focus in the areas of oral health and women’s health, enable her to provide important perspectives to our Board of Directors on a broad range of matters relating to our strategy and operations.

  50. Other Boards and Appointments

    | Church & Dwight Co. | 2025 Proxy Statement | 19 |

  51. Other Boards and Appointments

    | | ARTHUR B. WINKLEBLACK | | | Director since 2008 Independent Age: 67 § Chair, Audit Committee § Executive Committee |

  52. Professional Experience

    Professional Experience Mr. Winkleblack retired in June 2013 as Executive Vice President and Chief Financial Officer of the HJ Heinz Company, a global packaged food manufacturer, where he had served in such capacity since January 2002. Prior to his tenure with Heinz, Mr. Winkleblack held senior executive positions with various private equity owned businesses from 1996 to 2001, including Perform.com and Freeride.com as part of Indigo Capital, C. Dean Metropolous Group and Six Flags Entertainment Corporation. He was Vice President and Chief Financial Officer of Commercial Avionics Systems, a division of AlliedSignal, from 1994 to 1996. Previously, he held various finance, strategy and business planning roles at PepsiCo Inc. from 1982 to 1994. Mr. Winkleblack also provided financial and capital markets consulting services to Ritchie Brothers Auctioneers (“RBA”), an industrial auctioneer, from 2014 to 2019. He served as the Senior Advisor to the then RBA’s CEO, Ravichandra K. Saligram, who also serves on our Board of Directors.

  53. Other Boards and Appointments

    Other Boards and Appointments Mr. Winkleblack currently serves as the non-executive chairman of the board of directors of The Wendy’s Company, a global quick service restaurant company. Previously, he was a member of the Board of Directors of Aramark, a global provider of food, facilities and uniform services from 2019 to 2024, and a member of the Board of Directors of Performance Food Group, a company specializing in the distribution of food and food-related products to customers throughout the United States, from 2015 to 2019. Mr. Winkleblack’s substantial executive experience across a broad range of industries enables him to provide our Board of Directors with knowledgeable perspectives on strategic planning, international operations, and mergers and acquisitions. In addition, his nearly 12 years of experience as the Chief Financial Officer of a large, multinational, consumer packaged goods company enables him to bring important perspectives to our Board of Directors on performance management, business analytics, finance and capital structure, compliance, information technology, risk management, public company reporting, and investor relations.

  54. Other Boards and Appointments

    | 20 | Church & Dwight Co. | 2025 Proxy Statement |

  55. Other Boards and Appointments

    | | LAURIE J. YOLER | | | Director since 2018 Independent Age: 60 § Compensation & Human Capital Committee § Governance, Nominating & Corporate Responsibility Committee |

  56. Committees of the Board of Directors

    Committees of the Board of Directors The Board has four standing committees as set forth in the table below, as well as a Finance Committee that meets on an ad hoc basis. During 2024, each incumbent director attended at least 75 percent of the aggregate number of meetings held by our Board and all Board committees on which such director served. The following table shows the current members of each of the four standing committees and the number of meetings held during fiscal 2024.

  57. Committees of the Board of Directors

    | Director | Board | Audit | Compensation & Human Capital | Governance, Nominating & Corporate Responsibility | Executive | | Bradlen S. Cashaw | ✓ | ✓ | | ✓ | | | Matthew T. Farrell | Chair* | | | | Chair | | Bradley C. Irwin | ✓ | | ✓ | ✓ | | | Penry W. Price | ✓ | ✓ | Chair | | ✓ | | Susan G. Saideman | ✓ | ✓ | | ✓ | | | Ravichandra K. Saligram | Lead Director* | | ✓ | ✓ | ✓ | | Robert K. Shearer | ✓ | ✓ | | | | | Michael R. Smith | ✓ | ✓ | | | | | Janet S. Vergis | ✓ | | ✓ | Chair | ✓ | | Arthur B. Winkleblack | ✓ | Chair | | | ✓ | | Laurie J. Yoler | ✓ | | ✓ | ✓ | | | Number of Meetings in 2024 | 9 | 5 | 5 | 4 | 0 |

  58. Committees of the Board of Directors

    | * Mr. Saligram has been appointed as Chair effective September 30, 2025, contingent upon his reelection at the Annual Meeting. |

  59. Committees of the Board of Directors

    Although we do not have a formal policy requiring attendance of directors at our Annual Meetings, we expect all directors to attend the Annual Meeting absent exceptional circumstances. All incumbent directors attended the 2024 Annual Meeting. Audit Committee. Under its Charter, the Audit Committee, among other responsibilities, (i) has sole authority to retain, set compensation and retention terms for, terminate, and oversee and evaluate the activities of, our independent registered public accounting firm; (ii) reviews and approves in advance the performance of all audit and permitted non-audit services, subject to the pre-approval policy discussed below under “Pre-Approval of Audit and Permissible Non-Audit Services”; (iii) reviews and discusses with management and our independent registered public accounting firm the annual audited financial statements and quarterly financial statements and certain other disclosures included in our filings with the SEC; (iv) reviews and discusses with management earnings press releases prior to their release; (v) discusses with management, internal audit personnel, and our independent registered public accounting firm, our risk assessment and risk management policies, including our major financial risk exposures, the security of the Company’s computerized information systems and risks from cyber threats; (vi) oversees the internal audit function; (vii) discusses with management, internal audit personnel, and our independent registered public accounting firm the adequacy and effectiveness of our financial reporting processes, internal control over financial reporting, and disclosure controls and procedures; (viii) keeps the independent auditors informed of the relationships and transactions with related parties that are significant to the Company; and (ix) oversees the adoption, periodic review, and oversight of policies and procedures regarding business conduct and oversees our compliance and ethics program.

  60. Committees of the Board of Directors

    | Church & Dwight Co. | 2025 Proxy Statement | 29 |

  61. Committees of the Board of Directors

    Our Board of Directors has determined that each of Mr. Shearer, Mr. Smith and Mr. Winkleblack is an “audit committee financial expert” within the meaning of SEC regulations. The Audit Committee has established procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls and auditing matters and the receipt of confidential, anonymous submissions by our employees with respect to concerns regarding potential violations of our compliance and ethics program, including questionable accounting or auditing matters. Such complaints and submissions may be made by writing to the following address: Church & Dwight Co., Inc., Princeton South Corporate Park, 500 Charles Ewing Boulevard, Ewing, New Jersey 08628, Attention: Secretary. Complaints may also be made via the Internet at www.churchdwight.ethicspoint.com, or by calling our toll-free hotline. The Audit Committee regularly receives reports regarding potential violations of our compliance and ethics program and oversees certain investigations relating thereto. The number for calls placed within the United States and Canada is (855) 384-9879. The numbers for calls placed in other countries may be found on the Internet at https://secure.ethicspoint.com/domain/media/en/gui/33731/index.html. Such correspondence will be logged in and forwarded to the Chair of the Audit Committee or his/her designated delegates, who provide the Audit Committee with regular reports. Compensation & Human Capital Committee. Under its Charter, the Compensation & Human Capital Committee is responsible for approving the specific salary, bonuses, stock awards, and other compensation for our elected officers, which includes our named executive officers identified in the Summary Compensation Table. The Compensation & Human Capital Committee also, among other responsibilities: (i) oversees the design of our executive compensation programs, policies, and practices; (ii) reviews and approves the adoption, termination, and amendment of, and administers, our incentive and equity compensation plans; (iii) reviews and approves the adoption, termination and amendment of the health, welfare, wealth accumulation, retirement and other benefit plans of the Company and, where appropriate, its affiliates; (iv) reviews and approves annually corporate goals and objectives as they relate to CEO and other executive officer compensation; (v) evaluates at least annually the performance of the CEO and the other executive officers and establishes their respective compensation; (vi) evaluates whether our compensation policies and practices for our executive officers and other employees create risks that are reasonably likely to have a material adverse effect on us; (vii) collaborates with the Governance, Nominating & Corporate Responsibility Committee, regarding recommendations to our Board of Directors concerning executive officer succession; (viii) collaborates with the Governance, Nominating & Corporate Responsibility Committee, regarding recommendations to our Board of Directors concerning non-employee director compensation; and (ix) recommends to the Board the development, selection, retention, and dismissal of elected officers. The Compensation & Human Capital Committee also reviews and discusses with management the development, implementation and effectiveness of the Company’s policies and strategies related to its human capital management function, including policies and strategies regarding the development, attraction, and retention of Company personnel, workplace environment and culture, and internal communications programs. In considering executive compensation, the Compensation & Human Capital Committee considers the executive compensation recommendations as well as the comparative public company data provided by independent compensation consultants engaged directly by the Compensation & Human Capital Committee. Semler Brossy Consulting Group, LLC (“Semler Brossy”) serves as the Compensation & Human Capital Committee’s independent compensation consultant and does not provide any other services to us. See “Compensation Discussion and Analysis” for additional information regarding the services provided by Semler Brossy and information considered by the Compensation & Human Capital Committee. The Compensation & Human Capital Committee also takes into account statistical data and recommendations of our CEO. However, our CEO does not make recommendations and does not participate in any discussions or decisions regarding his own compensation. Governance, Nominating & Corporate Responsibility Committee. Under its Charter, the Governance, Nominating & Corporate Responsibility Committee, among other responsibilities, (i) develops and periodically reviews, and recommends to our Board of Directors, criteria for the selection of new directors to serve on our

  62. Committees of the Board of Directors

    | 30 | Church & Dwight Co. | 2025 Proxy Statement |

  63. Committees of the Board of Directors

    Board of Directors; (ii) identifies individuals qualified to become members of our Board of Directors consistent with our Board of Directors’ criteria for selecting new directors set forth in the Corporate Governance Guidelines; (iii) recommends to our Board of Directors, director nominees to be elected at the next annual meeting of stockholders and, where applicable, to fill vacancies; (iv) considers and makes recommendations to our Board of Directors on questions of independence and possible conflicts of interest of members of our Board of Directors and executive officers in accordance with the Corporate Governance Guidelines; (v) in collaboration with the Compensation & Human Capital Committee, makes recommendations to our Board of Directors concerning executive officer succession; (vi) oversees Board of Directors and committee evaluations; (vii) makes recommendations to our Board of Directors regarding corporate governance matters; (viii) reviews and make recommendations to the Board of Directors on policies and procedures regarding political contributions and membership in trade associations and other tax-exempt organizations; (ix) in consultation with the Compensation & Human Capital Committee, periodically reviews and makes recommendations to our Board of Directors regarding the compensation of our non-employee directors, and the principles upon which such compensation is determined; and (x) oversees the Company’s sustainability program, including, but not limited to, the Company’s environmental, climate change, responsible packaging, responsible sourcing and product ingredients (other than those related to human capital matters, which are overseen by the Compensation & Human Capital Committee). The Governance, Nominating & Corporate Responsibility Committee recommends to our Board of Directors candidates for nomination to our Board of Directors. When considering individuals to recommend for nomination, the Governance, Nominating & Corporate Responsibility Committee seeks persons with diverse backgrounds who possess the following characteristics: integrity, education, commitment to our Board of Directors, business judgment, business experience, accounting and financial expertise, diversity, reputation, civic and community relationships, high performance standards, and the ability to act on behalf of stockholders. The Governance, Nominating & Corporate Responsibility Committee will consider recommendations for director candidates from stockholders. Stockholder recommendations of candidates should be submitted in writing to: Church & Dwight Co., Inc., Princeton South Corporate Park, 500 Charles Ewing Boulevard, Ewing, New Jersey 08628, Attention: Secretary. In considering any candidate proposed by a stockholder, the Governance, Nominating & Corporate Responsibility Committee will reach a conclusion as to whether to recommend such candidate to our Board of Directors based on the criteria described above. The Governance, Nominating & Corporate Responsibility Committee may seek additional information regarding the candidate. After full consideration, the stockholder recommending the candidate will be notified of the decision of the Governance, Nominating & Corporate Responsibility Committee (and of our Board of Directors, if the candidate is recommended to our Board of Directors for consideration). The Governance, Nominating & Corporate Responsibility Committee will consider all potential candidates in the same manner regardless of the source of the recommendation. As highlighted in our Corporate Governance Guidelines, the Board values inclusivity and recognizes the importance of having unique and complementary backgrounds and perspectives in the board room. The Board endeavors to include diverse skills, professional experience, and perspectives that reflect our consumer and investor base, and to guide the Company in a way that reflects the best interests of all our stockholders. The Governance, Nominating & Corporate Responsibility Committee reviews the director nominees (including any stockholder nominees) and ascertains whether, as a whole, they meet the Corporate Governance Guidelines in this regard. For this year’s election, the Board has nominated 12 individuals who bring varied experiences to the Board. Their collective experience covers a wide range of roles, geographies, and industries. The Governance, Nominating & Corporate Responsibility Committee works with the search firms engaged by the Company to seek a wide range of candidates for serious consideration in all prospective director candidate pools. In addition, the Governance, Nominating & Corporate Responsibility Committee is committed to considering directors with all backgrounds for all future vacancies on the Board. The Board has also modified its age and tenure restrictions to increase refreshment of the Board and opportunities to add new Board members. The guidelines require that Board members serving prior to January 2021 retire on the earlier of reaching age 75, or twenty years on the

  64. Committees of the Board of Directors

    | Church & Dwight Co. | 2025 Proxy Statement | 31 |

  65. Committees of the Board of Directors

    Board and Board members joining after January 2021 retire on the earlier of reaching age 75 or fifteen years on the Board. The Board also believes that tenure diversity should be considered in order to achieve an appropriate balance between the detailed Company-knowledge and wisdom that comes with many years of service, and the fresh perspective of newer Board members. We believe that our current Board has an appropriate balance of experienced and newer directors, with tenure of the current directors averaging 10.8 years. The Governance, Nominating & Corporate Responsibility Committee balances all of the above considerations when assessing the composition of our Board of Directors. The Governance, Nominating & Corporate Responsibility Committee may engage the services of third-party search firms to assist in identifying and assessing the qualifications of director candidates. We have adopted policies to ensure that our directors do not have excessive time commitments. As set forth in our Corporate Governance Guidelines, ordinarily, members of our Board of Directors should not serve on the board of directors of more than four public companies (including the Company), and our Chief Executive Officer should not serve on the board of directors of more than two public companies (including the Company), without the approval of the Governance, Nominating and Corporate Responsibility Committee. Compliance with this policy is reviewed annually, and all of the members of our Board are currently in compliance with this policy. The Board continuously evaluates and, as appropriate, updates our corporate governance practices based on recommendations from the Governance, Nominating & Corporate Responsibility Committee. In recent years we have made significant governance changes designed to facilitate stockholder participation and engagement, including the following: Executive Committee. The Executive Committee may exercise the authority of our Board of Directors, except as specifically reserved by Delaware law to our Board of Directors or as our Board of Directors otherwise provides. Finance Committee. The Board also has a Finance Committee, which meets on an ad hoc basis. The Finance Committee reviews financing and capital markets issues but has no decision autonomy. Mr. Winkleblack is chair of the Finance Committee. Messrs. Cashaw, Irwin and Shearer also serve on the Finance Committee.

  66. Committees of the Board of Directors

    | 32 | Church & Dwight Co. | 2025 Proxy Statement |

  67. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS In 2024, our directors’ fees, other than Mr. Farrell, consisted of the following:

  68. COMPENSATION OF DIRECTORS

    | Annual Retainer 2024 | | | | • | Lead Director | $150,000 | | • | Chairperson of the Audit Committee | $145,000 | | • | Chairperson of the Compensation & Human Capital Committee | $140,000 | | • | Chairperson of the Governance, Nominating & Corporate Responsibility Committee | $140,000 | | • | Other non-employee directors | $120,000 | | • | Chairperson of the Finance Committee (per meeting) | $2,000 | | Annual Equity 2024 | | | | • | Annual Equity Grant | $160,000 | | Special Assignment 2024 | | | | • | Special Assignment (Per Meeting) | $2,000 |

  69. COMPENSATION OF DIRECTORS

    | Church & Dwight Co. | 2025 Proxy Statement | 37 |

  70. COMPENSATION OF DIRECTORS

    The table above does not include a separate annual retainer for Mr. Farrell, who is a Board member, as he receives no additional compensation for his service on the Board. See "2025 Director Compensation" for further information regarding the director fees for Mr. Farrell following his retirement as President and Chief Executive Officer of the Company effective April 1, 2025. We pay fees to our directors in accordance with the Amended and Restated Compensation Plan for Directors (the “Compensation Plan for Directors”). Any fees payable to our directors under the Compensation Plan for Directors may be deferred in accordance with our Deferred Compensation Plan for Directors, provided that a timely election is made by the director seeking such deferral. We also provide annual restricted stock units and stock option awards to our directors under the Church & Dwight Co., 2022 Omnibus Equity Compensation Plan (the “Omnibus Equity Compensation Plan”). All of these arrangements are described in further detail below. Compensation Plan for Directors. The Compensation Plan for Directors was amended and restated in February 2023 and further amended and restated on November 1, 2023 (as so amended and restated, the “Compensation Plan for Directors”) and provides for the payment of fee-based compensation (i.e., an annual retainer and any special assignment meeting fees) and annual equity grants to our directors who are not full-time employees of the Company or its affiliates. Special assignment meeting fees of $2,000 per meeting may be paid in consideration for attendance at meetings with respect to certain non-scheduled activities and special projects as determined by the Governance, Nominating & Corporate Responsibility Committee and cannot exceed $20,000 per special assignment committee member, including the chair of such committee. The annual retainer amount is pro-rated for any director with less than a full year of service. Mr. Smith received a pro-rata portion of the Board retainer for his services which commenced on July 8, 2024. The Compensation Plan for Directors provides each director with the choice of receiving his or her fee-based compensation (i) 100 percent in cash if that director has fully satisfied the Company’s Stock Ownership Guidelines for Directors, (ii) 50 percent in cash and 50 percent in shares of our common stock if specifically elected by a director or (iii) 100 percent in shares of our common stock (the default method of payment). For 2024, all directors (other than Mr. Smith, who joined the Board in July, 2024) made their elections for how to receive their fee-based compensation in December 2023. Mr. Smith made his election within 30 days of commencing service. To determine the number of shares a director is entitled to receive under the Compensation Plan for Directors, the annual retainer or special assignment meeting fee amount (as applicable) is divided by the closing price of a share of our common stock as reported on the NYSE on the applicable payment date. Annual Equity Grants for Directors. The Compensation Plan for Directors provides that, beginning in January 2023, non-employee directors will receive 50 percent of their Annual Equity Grant in the form of stock option awards and 50 percent in the form of restricted stock units (“RSUs”), in each case, granted under the 2022 Omnibus Equity Compensation Plan. These grants will be made on the first day of the first open trading window following the Company’s earnings release associated with the annual meeting of stockholders. A new director will receive his or her initial equity grant on the date such individual commences service with us as a director. The stock options will vest in full on the earlier of (i) the third anniversary of the date of grant, or (ii) the third annual meeting of the Company’s stockholders following the date of grant, provided that the director continues to serve on the Board until such date. Upon any cessation of service due to death or disability, all outstanding stock options, to the extent unvested, continue to vest and remain outstanding until the third anniversary of such death or disability (or earlier until expiration of the option term). With respect to stock option awards, directors who retire after service on the Board for at least six years (“Retirement”), any stock options (to the extent unvested) will continue to vest and all unexercised stock options remain outstanding for the remainder of the option term. The RSUs will vest in full on the first anniversary of the date of grant, provided that the director continues to serve on the Board until such date. Upon any cessation of service due to death or disability all unvested RSUs will vest in full and will be settled by the payment of underlying shares following vesting. Upon Retirement,100 percent of the RSUs will immediately vest. No non-employee director may receive more than one equity grant in any calendar year.

  71. COMPENSATION OF DIRECTORS

    | 38 | Church & Dwight Co. | 2025 Proxy Statement |

  72. COMPENSATION OF DIRECTORS

    Deferred Compensation Plan for Directors. The Deferred Compensation Plan for Directors provides an opportunity for our directors to defer payment of all or a portion of their respective director fees into a notional account until after termination of service. A director electing to defer payment must decide whether to receive the deferred payment in a lump sum or in annual installments over a period of up to 10 years. A director must make any of the foregoing elections prior to the beginning of the calendar year for which the deferred fees are earned. Also, newly elected directors may make such election within 30 days of becoming a director. A director’s election is deemed to remain in effect with respect to the following year unless the director revokes or changes such election prior to the commencement of such following year. Following a termination of service, the director generally receives a number of shares of our common stock in accordance with his or her timely filed election, either in a lump sum or in annual installments over a period of up to 10 years, equal to the number of notional shares then outstanding in the director’s deferred compensation account under the plan. On a change in control, any and all deferred accounts (including any account being paid in installments) will be immediately distributed. The number of notional shares represented by amounts in a participating director’s account is set forth below in the table captioned “Securities Ownership of Certain Beneficial Owners and Management.” 2024 Annual Compensation Limit for Directors. Consistent with market practice, the Compensation Plan for Directors incorporates a maximum annual limit of $750,000 on the aggregate grant date value of equity and equity-based awards plus the aggregate amount of cash-based compensation granted to any non-employee director (whether elected to be paid in cash or shares of common stock or on a current or deferred basis). 2025 Director Compensation. On January 28, 2025, the Governance, Nominating & Corporate Responsibility Committee and the Compensation & Human Capital Committee, reviewed the compensation of our non-employee directors in consultation with Semler Brossy, the independent compensation consultant retained by the Compensation & Human Capital Committee, to determine if any changes are appropriate for fiscal 2025. As part of its analysis of the compensation of our non-employee directors, Semler Brossy reviewed the total compensation and each element of our non-employee director compensation program compared to the director compensation programs of our Compensation Peer Group, as identified and discussed in more detail under “Compensation Discussion and Analysis – Role of Peer Groups.” The Governance, Nominating & Corporate Responsibility Committee targets the total compensation paid to our non-employee directors at a level that approximates the 50th percentile of the compensation paid to non-employee directors of the Compensation Peer Group. Based upon its review, and in anticipation of Mr. Farrell being appointed as non-executive Chairman of the Board, the Governance, Nominating & Corporate Responsibility Committee recommended to the Board, and the Board approved, an annual retainer of $270,000 for the Chair of the Board of Directors, which consists of a standard retainer of $120,000 and a Non-Executive Chairman retainer of $150,000 (in addition to a standard annual equity grant with a fair value of $160,000). No other changes were made.

  73. COMPENSATION OF DIRECTORS

    | Church & Dwight Co. | 2025 Proxy Statement | 39 |

  74. COMPENSATION OF DIRECTORS

    The following table provides information regarding compensation paid to our non-employee directors in 2024.

  75. 2024 DIRECTOR COMPENSATION TABLE

    2024 DIRECTOR COMPENSATION TABLE

  76. 2024 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Option Awards ($)(1)(2) | All Other Compensation | Total ($) | | Bradlen S. Cashaw | — | 200,000 | 80,000 | — | 280,000 | | Bradley C. Irwin | 120,000 | 80,000 | 80,000 | — | 280,000 | | Penry W. Price | — | 220,000 | 80,000 | — | 300,000 | | Susan G. Saideman | — | 200,000 | 80,000 | — | 280,000 | | Ravichandra K. Saligram | 150,000 | 80,000 | 80,000 | — | 310,000 | | Robert K. Shearer | 60,000 | 140,000 | 80,000 | — | 280,000 | | Michael R. Smith | — | 140,000 | 80,000 | — | 220,000 | | Janet S. Vergis | 70,000 | 150,000 | 80,000 | — | 300,000 | | Arthur B. Winkleblack | 145,000 | 80,000 | 80,000 | — | 305,000 | | Laurie J. Yoler | — | 200,000 | 80,000 | — | 280,000 |

  77. 2024 DIRECTOR COMPENSATION TABLE

    | (1) Amounts shown represent the aggregate grant date fair values computed in accordance with FASB ASC Topic 718 for each director. Awards include grants of RSUs (Stock Awards) and options (Option Awards) under the 2022 Omnibus Equity Compensation Plan. The assumptions used in determining these amounts are set forth in note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 13, 2025. |

  78. 2024 DIRECTOR COMPENSATION TABLE

    | See “Compensation Plan for Directors” and “Deferred Compensation Plan for Directors” for information regarding the computation of the number of shares or notional shares provided to a director in payment of director fees. Three directors deferred payment of all or a portion of their 2024 fees under the Deferred Compensation Plan for Directors, as follows: Mr. Cashaw, $120,000; Mr. Shearer, $60,000 and Mr. Smith, $60,000. |

  79. 2024 DIRECTOR COMPENSATION TABLE

    | (2) At December 31, 2024, the number of shares of our common stock underlying options held by each of the directors listed in the table was: Mr. Cashaw, 19,780; Mr. Irwin 39,040; Mr. Price, 91,450; Ms. Saideman, 30,170; Mr. Saligram, 91,450; Mr. Shearer, 39,040; Mr. Smith, 2,470; Ms. Vergis, 76,790; Mr. Winkleblack, 52,240; and Ms. Yoler, 52,790. At December 31, 2024, the number of RSUs held by each of the directors listed in the table was: Mr. Cashaw, 750; Mr. Irwin, 750; Mr. Price, 750; Ms. Saideman, 750; Mr. Saligram, 750; Mr. Shearer, 750; Mr. Smith, 760; Ms. Vergis, 750; Mr. Winkleblack, 750; and Ms. Yoler, 750. |

  80. Financial Highlights

    For our 2024 Annual Incentive Plan, we retained the same design as in 2023, utilizing Net Sales, Adjusted Diluted EPS, Cash from Operations, and Strategic Initiatives metrics. The effect of the financial results, and the Strategic Initiatives metric, on payouts under our Annual Incentive Plan are discussed in further detail below under the heading “Annual Incentive Plan.” In addition, the Company delivered total shareholder return (“TSR”), assuming dividends are reinvested, of 12.0 percent, following an increase of 18.7 percent in TSR in 2023.

  81. Alignment to Strategy

    | • | Provide compensation that is competitive in markets in which we compete for management talent. We refer to this objective as “competitive compensation”. |

  82. Alignment to Strategy

    | • | Condition the majority of a named executive officer’s compensation on achievement of both short- and long-term performance. We refer to this objective as “performance incentives”. |

  83. Alignment to Strategy

    | • | Provide an incentive for long-term continued employment with us. We refer to this objective as “retention incentives”. |

  84. Alignment to Strategy

    | • | Annual Incentive Plan: The Annual Incentive Plan aligns the interests of our executives and stockholders by achieving goals that support long-term stockholder return. Each year the Committee assesses the difficulty of the projected EPS goal and provides a rating that influences the target payout. In 2024, the Annual Incentive Plan rating was set at 1.2, a level 20 percent higher than a 1.0 target rating because our projected EPS growth on a percentage basis was significantly more challenging to achieve than the median projected EPS growth of the Corporate Incentive Plan Rating Peer Group (as defined below). The Company achieved a plan rating of 1.39 based on 2024 actual performance, as adjusted. The Annual Incentive Plan payouts to our named executive officers for 2024 are discussed in further detail below under “2024 Compensation – Annual Incentive Plan.” |

  85. Alignment to Strategy

    | • | Long-Term Incentive (“LTI”): The Committee utilizes stock options as the primary form of long-term compensation. The Committee believes that stock options provide a strong incentive to increase stockholder value, since the value of stock options is directly dependent on the market performance of our common stock. The Committee believes that options are an appropriate vehicle for long-term equity compensation because they directly reflect the stockholder experience, are straightforward to communicate, and provide value only if our stock price increases over time, which aligns our executives’ interests with those of our stockholders in delivering TSR. Beginning in 2023, the Committee approved performance stock units and restricted stock units as additional LTI vehicles in order to more closely align with market practice and to provide our executives with alternative forms of incentives that complement our stock option awards. In deciding the weighting among LTI vehicles, the Committee benchmarked the Compensation Peer Group but also balanced the historical reliance on stock options in driving successful results. For 2023 and 2024, 75% of the long-term incentive awards for the executive officers consisted of stock options, 15% of performance stock units, and 10% of restricted stock units. The performance stock units granted in 2023 and 2024 are measured based on a relative ranking of total shareholder return over a three-year performance period as we believe this is the best output metric available. |

  86. SAY-ON-PAY VOTE AND STOCKHOLDER ENGAGEMENT

    SAY-ON-PAY VOTE AND STOCKHOLDER ENGAGEMENT At the 2024 Annual Meeting of Stockholders, we asked our stockholders to vote to approve, on an advisory basis, the compensation paid to our named executive officers, commonly referred to as a Say-on-Pay vote. Our stockholders approved compensation to our named executive officers, with approximately 88.6 percent of votes cast in favor of our say-on-pay resolution. We value this positive endorsement by our stockholders of our executive compensation program. After soliciting input from and engaging with various major stockholders regarding our executive compensation program, the Compensation & Human Capital Committee assessed our compensation programs and found our current mix of performance metrics to be generally balanced and supportive of our pay-for-performance philosophy, consistent with the solid support expressed by our stockholders, and determined to further ensure that our compensation program is supportive of our pay-for-performance philosophy by adjusting our long-term incentive program to introduce restricted stock units and performance-based restricted stock units. We believe our programs are effectively designed, are working well, and are aligned with the interests of our stockholders. The Compensation & Human Capital Committee will continue to seek and consider stockholder feedback in the future.

  87. 2024 EXECUTIVE COMPENSATION HIGHLIGHTS

    | • | Long-Term Incentives. In connection with this evaluation and in consideration of market practice and risk management, the Committee determined to alter its years-long practice of granting long-term incentives entirely in the form of stock options and instead determined that, beginning in 2023, long-term incentives would be granted as a mix of restricted stock units, performance stock units and stock options. For our named executive officers, the mix of awards in 2023 and 2024 was 10% time-based restricted stock units, 15% performance stock units, and 75% stock options. The Committee believes that one of the reasons for the Company’s outperformance over the long term is due to the long-term incentive award significant reliance on stock options. Performance stock units granted in 2023 and 2024 vest entirely based on the achievement of a relative total shareholder return metric over a three-year performance period, reflecting our core principle of alignment with stockholder interests. |

  88. 2024 EXECUTIVE COMPENSATION HIGHLIGHTS

    | • | Annual Incentive Plan. In addition to reviewing and making changes to our long-term incentive program in 2023, our Committee reviewed our Annual Incentive Plan, which had been in place since 2004, and determined to make the following changes beginning in 2023: |

  89. 2024 EXECUTIVE COMPENSATION HIGHLIGHTS

    | • | In addition to the four financial metrics, introduced a fifth metric “Strategic Initiatives”, focused on sustainability and long-term growth, consistent with market practice and our compensation principles, with each of the five metrics equally weighted (i.e., 20% per metric); and |

  90. 2024 EXECUTIVE COMPENSATION HIGHLIGHTS

    | • | Adjusted the payout scale for the Relative Gross Margin metric by replacing a quartile ranking with a graduated ranking which removed significant payout swings from one quartile to the next. |

  91. 2024 EXECUTIVE COMPENSATION HIGHLIGHTS

    | • | Adjusted the start date of the performance stock unit performance period to the grant date, rather than using January 1st of the year of grant, to limit the year-over-year variability of the Monte Carlo pricing methodology. |

  92. ANNUAL INCENTIVE PLAN

    ANNUAL INCENTIVE PLAN Our Annual Incentive Plan utilizes five equally weighted metrics, namely: Net Sales, Relative Gross Margin, Adjusted Diluted EPS, Cash from Operations and Strategic Initiatives. The table below summarizes the reasons the Committee utilizes these metrics for our Annual Incentive Plan. The principal objective of the Annual Incentive Plan is to align executive and stockholder interests by providing an incentive to our named executive officers to achieve annual performance goals that support long-term

  93. ANNUAL INCENTIVE PLAN

    | Church & Dwight Co. | 2025 Proxy Statement | 57 |

  94. ANNUAL INCENTIVE PLAN

    stockholder return. The performance goals for the financial metrics are established each year to reflect specific objectives set in our annual budget. For the Strategic Initiatives metric, the Committee establishes specific objective goals under each category and measures the attainment of such goals using a detailed scorecard approach. The Committee considers competitive factors, including competitive market data for total cash compensation, which includes salary and target annual incentive bonus opportunities, in determining the amount of annual incentive award opportunities for our named executive officers. To more accurately reflect the operating performance of our business, the Committee has approved adjustment principles to our reported financial results for the Annual Incentive Plan. Generally, these adjustments are intended to exclude one-time or unusual items and may have either a favorable or unfavorable impact to the payout on the Annual Incentive Plan. Examples of common adjustments include the elimination of the effect of foreign exchange rates that differed from budgeted amounts and the impact of unplanned acquisitions and divestitures. The actual adjustments that apply can vary from year to year and depend on the one-time or unusual events occurring within the year. As noted below, in structuring target total direct compensation for our named executive officers, we have referenced the 50th percentile of direct compensation of the Compensation Peer Group and survey data. This median has influenced our annual incentive compensation target award levels, although we have from time to time, set target payouts above the median level when we believed that our planned performance was well ahead of the targets of a subset of non-food companies in our Performance Peer Group (the “Corporate Incentive Plan Rating Peer Group”, as described further below). The Committee uses a numerical performance rating system with a range from 0.0 to 1.85 to determine the payout amounts under the Annual Incentive Plan and establishes a Corporate Incentive Plan Rating. At the beginning of each year, the Committee determines the specific rating for each year by comparing the Company’s projected EPS growth for that year to the average projected EPS growth of the Company’s Corporate Incentive Plan Rating Peer Group. A rating of 1.0 normally represents the target achievement level for plan performance with each participant’s target payout based on his or her target percentage of his or her annual base salary (though in certain cases operating plan level performance results in an above target level payout). For 2024, a 1.2 rating was determined to be appropriate and the target achievement level for plan performance was therefore set to reflect a 1.2 rating with a payout range from 0.0 to 1.9. In 2024, the Company delivered Adjusted Diluted EPS of $3.47 after adjusting for the impairment of intangible and other assets related to our Vitamin, Mineral and Supplement business ($1.10), the cost of restricted stock issued for the Hero acquisition ($0.08), WaterPik tariff refunds (-$0.11), and an adjustment for costs related to the Graphico acquisition ($0.03); which is consistent with prior year adjustments to eliminate the impact of acquisitions. Adjusted Diluted EPS resulted in a year-over-year increase in EPS of 9.5 percent, exceeding the average of the Corporate Incentive Plan Rating Peer Group, and our target Adjusted Diluted EPS growth. The Company exceeded its planned targets for Net Sales, Adjusted Diluted Earnings Per Share, Cash from Operations, and Strategic Initiatives resulting in an actual performance rating of 1.39. In addition to the absolute performance compared to the annual incentive targets, the Company delivered TSR, assuming dividends are reinvested, of 12.0 percent following an 18.7 percent increase in TSR during 2023. The bonus amounts payable to our named executive officers under our Annual Incentive Plan are included in the “Non-Equity Incentive Plan Compensation” column of the “2024 Summary Compensation Table.”

  95. ANNUAL INCENTIVE PLAN

    | 58 | Church & Dwight Co. | 2025 Proxy Statement |

  96. ANNUAL INCENTIVE PLAN

    The following table indicates the percentage of salary payable at a 1.0 target rating, the percentage of salary payable at a 1.2 plan rating and the award opportunity for 2024, based on a 1.2 plan rating for each of our named executive officers:

  97. Annual Incentive Plan Target Payouts

    Annual Incentive Plan Target Payouts

  98. Annual Incentive Plan Target Payouts

    | Name | Percentage of Salary Payable at 1.0 Performance Rating | Percentage of Salary Payable at 1.2 Performance Rating | Award Opportunity (Based on a 1.2 Performance Rating)(1) | | Matthew T. Farrell | 150% | 180% | $2,232,000 | | Richard A. Dierker | 95% | 114% | $828,324 | | Patrick D. de Maynadier | 60% | 72% | $382,248 | | Carlos Ruiz Rabago(2) | — | — | — | | Michael G. Read(3) | 60% | 72% | $380,736 |

  99. Annual Incentive Plan Target Payouts

    | (1) Amounts represent the target bonus as a percentage of the December 31, 2024 base salary and are rounded to nearest $100. |

  100. Annual Incentive Plan Target Payouts

    | (2) Carlos Ruiz Rabago did not receive any amounts under the Company’s Annual Incentive Plan for 2024 due to the timing of his employment start date in December 2024. |

  101. Annual Incentive Plan Target Payouts

    | (3) The dollar figure has been converted to USD using the average conversion rate for 2024 of .7302325 USD per CAD (the “CAD Conversion Rate”). |

  102. Annual Incentive Plan Target Payouts

    As described further below, in 2024 the Committee referenced competitive compensation data provided by Semler Brossy Consulting Group (“Semler Brossy”) in setting the percentage levels. The following table indicates, with respect to each corporate performance measure, the threshold level of 2024 performance for which a payout could be made, the target performance level, the maximum performance level, and the actual performance and performance ratings.

  103. 2024 Annual Incentive Plan Performance Ranges, Actual Performance and Performance Ratings

    2024 Annual Incentive Plan Performance Ranges, Actual Performance and Performance Ratings (in millions, except gross margin, per share data, and strategic initiatives)

  104. 2024 Annual Incentive Plan Performance Ranges, Actual Performance and Performance Ratings

    | Performance Measure (20% weighting each) | Threshold (0 rating) | Target (1.2 rating) | Maximum (2.0 rating) | Actual Performance (as adjusted) | Rating | | Net Sales | $5,858 | $6,102 | $6,346 | $6,122 | 1.27 | | Relative Gross Margin | < 25th percentile | 55th percentile | 80th percentile | 44th percentile | 0.82 | | Adjusted Diluted Earnings Per Share | $3.28 | $3.42 | $3.56 | $3.47 | 1.51 | | Cash From Operations | $927 | $1,030 | $1,133 | $1,159 | 2.00 | | Strategic Initiatives | Qualitative with scale of 0.75 to 1.50 | | | | 1.34 |

  105. 2024 Annual Incentive Plan Performance Ranges, Actual Performance and Performance Ratings

    | Church & Dwight Co. | 2025 Proxy Statement | 59 |

  106. 2024 Annual Incentive Plan Performance Ranges, Actual Performance and Performance Ratings

    The corporate performance rating for 2024 was equal to the weighted average number rating of these factors, or 1.39. Based on that performance rating, our named executive officers received award payments under the Annual Incentive Plan for 2024 as shown in the table below:

  107. 2024 Annual Incentive Plan Payouts

    2024 Annual Incentive Plan Payouts

  108. 2024 Annual Incentive Plan Payouts

    | Name | Plan Rating | Performance Rating vs Plan Rating | Actual Performance Rating | Actual Award Payment(1)(2) | Actual Award as percentage of Award Opportunity (Based on a 1.2 Performance Rating) | | Matthew T. Farrell | 1.20 | 1.16 | 1.39 | $2,499,000 | 116% | | Richard A. Dierker | 1.20 | 1.16 | 1.39 | $945,300 | 116% | | Patrick D. de Maynadier | 1.20 | 1.16 | 1.39 | $439,900 | 116% | | Carlos Ruiz Rabago(3) | — | — | — | — | — | | Michael G. Read(4) | 1.20 | 1.16 | 1.39 | $419,700 | 116% |

  109. 2024 Annual Incentive Plan Payouts

    | (1) Amounts rounded to nearest $100. |

  110. 2024 Annual Incentive Plan Payouts

    | (2) The award payments are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. |

  111. 2024 Annual Incentive Plan Payouts

    | (3) Carlos Ruiz Rabago did not receive any amounts under the Company’s Annual Incentive Plan for 2024 due to the timing of his employment start date in December 2024. |

  112. 2024 Annual Incentive Plan Payouts

    | (4) The dollar figure has been converted to USD using the CAD Conversion Rate. |

  113. PROFIT SHARING AMOUNT

    PROFIT SHARING AMOUNT Under our Savings and Profit Sharing Plan for Salaried Employees, in which our named executive officers and other salaried employees in the United States participate, we make an annual contribution to each salaried employee’s account based on Company performance during the prior year. The performance metrics used to determine the profit sharing amount are the same ones used for the Annual Incentive Plan. For 2024, the contribution was equal to 6.95 percent of each U.S. named executive officer’s 2024 eligible compensation. Mr. Read is employed by Church & Dwight Canada and receives benefits consistent with other Church & Dwight Canada employees. Church & Dwight Canada employees receive retirement benefits through the Deferred Profit Sharing Plan (“DPSP”), where Church & Dwight Canada provides a base contribution of 2% of eligible earnings and matches employee contributions to the Registered Retirement Savings Plan (“RRSP”) up to 3%, depositing the match into the DPSP. Additionally, Church & Dwight Canada may contribute up to 4% more in profit-sharing to the DPSP. Any profit sharing amounts above 6% are contributed to a Non-Registered Savings Plan (“NRSP”), with total company profit-sharing contributions typically reaching 7% of eligible earnings. The performance metrics used to determine the profit sharing amount are the same ones used for the Annual Incentive Plan. For 2024 the contribution was equal to 5.95% of Mr. Read’s eligible compensation in 2024. Additional information on the profit sharing amount for 2024 is under the heading “Saving and Profit Sharing Plan for Salaried Employees.” The profit sharing contributions made to each named executive officer in 2024 are included in the “All Other Compensation” column of the “2024 Summary Compensation Table.”

  114. LONG-TERM INCENTIVE

    LONG-TERM INCENTIVE We provide long-term, equity-based executive compensation for our named executive officers, which aligns our performance and executive officer compensation with the interests of our stockholders. Each year, the Committee approves a target long-term equity award for each executive officer, expressed as a percentage of base salary.

  115. LONG-TERM INCENTIVE

    | 60 | Church & Dwight Co. | 2025 Proxy Statement |

  116. LONG-TERM INCENTIVE

    In connection with our 2024 long-term incentive grants, the Committee targeted the following percentages of salary based on market data for our named executive officers:

  117. Long-Term Incentive as Percent of Salary

    Long-Term Incentive as Percent of Salary

  118. Long-Term Incentive as Percent of Salary

    | Name | Percentage of Salary | | Matthew T. Farrell | 650% | | Richard A. Dierker | 320% | | Patrick D. de Maynadier | 170% | | Carlos Ruiz Rabago | 120% | | Michael G. Read | 125% |

  119. Long-Term Incentive as Percent of Salary

    Beginning in fiscal year 2023, and continuing in 2024, our named executive officers received 75% of their total annual long-term incentive award in stock options, 15% in performance stock units (“PSUs”), and 10% in restricted stock units (“RSUs”). The number of shares underlying PSUs and RSUs granted to our named executive officers is calculated by designating 15% and 10%, respectively, of an amount equal to a percentage of the named executive officer’s salary and, with respect to the PSUs, dividing that amount by the grant date fair value of a share of our common stock underlying the PSUs as determined in accordance with U.S. generally accepted accounting principles using Monte Carlo valuation methodology, and, with respect to the RSUs, the grant date fair value of a share of our common stock, in each case rounded to the nearest 10 shares. The number of shares underlying stock options, RSUs, and PSUs granted to our named executive officers are set forth below in the “2024 Grants of Plan-Based Awards” table. Stock Options. In 2024, the Committee continued to utilize options on our common stock as our principal form of long-term compensation. The number of shares underlying options granted to our named executive officers is calculated by designating 75% of an amount equal to a percentage of the named executive officer’s salary and dividing that amount by the grant date fair value of the shares underlying the option, in accordance with U.S. generally accepted accounting principles, rounded to the nearest 10 shares. The grant date fair value of the stock options is calculated in accordance with ASC Topic 718. Stock options granted in 2024:

  120. Long-Term Incentive as Percent of Salary

    | • | have a 10-year term; |

  121. Long-Term Incentive as Percent of Salary

    | • | vest on the third anniversary of the date of grant; |

  122. Long-Term Incentive as Percent of Salary

    | • | vesting is subject to continued service through such vesting date; and |

  123. Long-Term Incentive as Percent of Salary

    | • | the exercise price is equal to the fair market value per share on the date of grant, based on the closing price as reported on the NYSE on that date. |

  124. Long-Term Incentive as Percent of Salary

    The Committee believes that stock options provide a strong incentive to increase stockholder value, because the value of the stock options is directly dependent on the market performance of our common stock following the date of grant. Stock options also directly reflect the stockholder experience, are straightforward to communicate, and provide value only if our stock price increases over time, which aligns our executives’ interests with those of our stockholders in delivering TSR. Restricted Stock Units. RSUs align the interests of our named executive officers with those of our stockholders because the value of the RSUs increases or decreases as the price of our stock changes. RSUs vest in equal installments over a three-year period, beginning one year from the date of grant.

  125. Long-Term Incentive as Percent of Salary

    | Church & Dwight Co. | 2025 Proxy Statement | 61 |

  126. Long-Term Incentive as Percent of Salary

    Performance Stock Units. PSUs align the interests of our named executive officers with those of our stockholders because the number of shares of stock earned are tied to the achievement of performance targets as well as changes in our stock price. PSUs pay out at the end of a three-year performance period only if we meet relative Total Shareholder Return targets compared to our Performance Peer Group, as described further below. Grant Practices. Beginning in fiscal year 2023 and continuing in 2024, the Committee approved shifting the annual long-term incentive award grant date from June to the first trading day of March to align timing more closely with peer practice. Grants to new employees are effective on the date the employee commences employment with us, and special grants made to employees at times other than the time of the annual grant are effective on the first trading day of the month following approval of the grant. The per share exercise price of stock options is equal to the closing price of a share of our common stock on the date of grant. Grants of long-term incentive awards made to our executive officers must be approved by the Committee. The Committee approves and grants annual incentive awards, including options, at approximately the same time every year. Outside of the annual grant cycle, the Committee may, from time to time, grant special equity awards, such as in connection with a new hire, and retains discretion to determine the grant dates for any such special equity awards, taking into account all relevant factors. In October 2024, the Committee approved shifting the grant date for off cycle awards from the first trading day of the month to the tenth trading day of the month, except for the month of February when off cycle awards will be granted on the first trading day of March. It is the Company’s policy, and the Committee’s practice, that long-term incentive awards, including options, should be made, to the extent possible and subject to adjustment by the Committee, when all material nonpublic information regarding the Company or its securities has been sufficiently publicly disclosed and that the disclosure of material nonpublic information is not timed for the purpose of affecting the value of long-term incentive awards or executive compensation. We set a schedule in advance for when grants will be made that are set to occur during the Company’s regular open trading windows. We believe that our grant practices are appropriate and eliminate any questions regarding “timing” of grants in anticipation of material events, since grants become effective in accordance with a long-standing schedule. We do not permit repricing of options without prior stockholder approval.

  127. 2025 COMPENSATION AND BENEFITS DECISIONS

    | • | CEO Compensation. In determining Mr. Dierker’s target total direct compensation for his service as President and CEO, commencing on April 2, 2025, the Committee evaluated CEO compensation levels, with the assistance of its independent compensation consultant, by reference to the Compensation Peer Group as well as to Mr. Farrell’s target total direct compensation. After its evaluation, the Committee set Mr. Dierker’s target total direct compensation within a range of the median level of our Compensation Peer Group and at 85 percent of the level of Mr. Farrell’s target |

  128. 2025 COMPENSATION AND BENEFITS DECISIONS

    | • | CFO Compensation. In determining Mr. McChesney’s target total direct compensation for his service as CFO commencing on March 24, 2025, the Committee evaluated CFO compensation levels, with the assistance of its independent compensation consultant, by reference to the Compensation Peer Group as well as to Mr. Dierker’s target total direct compensation as CFO and Head of Business Operations. After this evaluation, the Committee set Mr. McChesney’s target total direct compensation within a range of the median level of our Compensation Peer Group and at 80 percent of the level of Mr. Dierker’s target as CFO and Head of Business Operations. Mr. McChesney will receive an annual base salary of $700,000, an Annual Incentive Plan target of 85 percent of his base salary, and a Long-Term Incentive target of 245 percent of his base salary. Mr. McChesney will receive a one-time grant of restricted stock units with a two-year ratable vesting schedule with an aggregate grant date value of $2,200,000 as a make-whole award for certain long-term incentive award forfeitures Mr. McChesney will incur from his prior employer. Mr. McChesney is eligible to receive one-time cash sign-on bonuses of $75,000 and $417,222 within 30 days of his start date. The cash sign-on bonus of $417,222 will be paid if his prior employer fails to pay his 2024 bonus within 30 days following the date that he informed his prior employer of his resignation. He is also eligible to receive $125,000 in March 2026. These cash sign-on bonuses are subject to his continued employment with the Company through the payment date and repayment if his employment with the Company terminates within one year of his start date. |

  129. 2025 Base Salary

    | • | Annual Incentive Plan Targets. Mr. Dierker’s Annual Incentive Plan target increased from 95 percent in 2024 to 125 percent in 2025 reflecting his appointment to President and Chief Executive Officer. Mr. de Maynadier’s target increased from 60 percent in 2024 to 65 percent in 2025, and Mr. Read’s target increased from 60 percent in 2024 to 65 percent in 2025. |

  130. 2025 Base Salary

    | • | Long-Term Incentive Targets. Mr. Dierker’s Long-Term Incentive target increased from 320 percent in 2024 to 659 percent in 2025 reflecting his appointment to President and Chief Executive Officer. Mr. Read’s target increased from 125 percent in 2024 to 140 percent in 2025. |

  131. 2025 Base Salary

    The Committee reviewed the effectiveness of the Annual Incentive Plan and for 2025 approved changes to replace the Relative Gross Margin metric with an absolute Gross Margin metric. In 2023 the Committee replaced the Gross Margin metric with the Relative Gross Margin metric in light of post-COVID supply chain disruption and inflationary pressures. With post-COVID supply chain disruption and inflationary pressures normalizing, the Committee believes that measuring the absolute Gross Margin more closely aligns with Company performance. The Committee also approved an adjustment to payout scales to align the maximum incentive plan payout to 200% consistent with the Annual Incentive Plan in 2022 and prior, which is consistent with market practices. The Committee approved an increase to the maximum payout of the four financial metrics (Net Sales, Gross Margin, Adjusted Diluted EPS and Cash from Operations) from 200% to 220%, and an adjustment to the payout scale for the Strategic Initiatives metric from 75 to 125% to 80 to 120%, setting the overall maximum plan payout to 200%.

  132. EXECUTIVE STOCK OWNERSHIP GUIDELINES

    | • | shares acquired and held upon stock option exercises; |

  133. SAVINGS AND PROFIT SHARING PLAN FOR SALARIED EMPLOYEES

    SAVINGS AND PROFIT SHARING PLAN FOR SALARIED EMPLOYEES This plan, which we sometimes refer to below as the “Savings and Profit Sharing Plan,” is a tax-qualified defined contribution plan available to all of our salaried employees in the United States. All of our named executive officers participate in the plan. Under the plan, an employee may contribute, subject to the limitations of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), up to a maximum of 70 percent of his or her eligible compensation (approximately 15 percent for highly compensated employees in 2024), which includes salary and payments under the Annual Incentive Plan, on a pre-tax basis or as Roth contributions. We provide a matching contribution equal to 100 percent of the first five percent of eligible compensation that an employee contributes in any year. In addition, the plan provides a profit sharing feature under which we make an annual contribution to the account of each employee based on our performance in the preceding year and can make additional contributions for all employees excluding at or above the executive vice president level, including our named executive officers. The performance measures and results used to calculate the annual contribution level are identical to the Company-wide measures described applicable to payouts under the Annual Incentive Plan described above under “2024 Compensation—Annual Incentive Plan.” Achievement of a performance rating of 1.0 would have resulted in a contribution of five percent of a participant’s base salary and Annual Incentive Plan payments made in 2024. Based on 2024 performance results, the Compensation & Human Capital Committee approved a contribution equal to 6.95 percent of each of the U.S. named executive officer’s eligible compensation in 2024. Amounts credited to an employee’s account in the plan may be invested among a number of funds, including a Company stock fund. A participant’s account is adjusted to reflect the rate of return, positive or negative, on the investments. Employee contributions and compensation on which our profit sharing contributions may be based cannot exceed limits under the Internal Revenue Code (the eligible compensation limit was $345,000 in 2024).

  134. EXECUTIVE DEFERRED COMPENSATION PLAN

    EXECUTIVE DEFERRED COMPENSATION PLAN The Executive Deferred Compensation Plan (“EDCP”) and its predecessors collectively have been in effect for over 20 years. The EDCP is a nonqualified deferred compensation plan that provides potential tax benefits for certain employees in the United States, including our named executive officers. Under the EDCP in effect during 2024, an executive officer could defer up to 70 percent of their salary and, in general, up to 70 percent of amounts paid to the executive officer under the Annual Incentive Plan. In addition, an executive can make a separate deferral, which we refer to below as the “Excess Compensation Deferral,” of up to five percent of compensation that exceeds Internal Revenue Code limits on eligible contributions under the Savings and Profit Sharing Plan. We provide a contribution equal to (i) 100 percent of the Excess Contribution Deferral; (ii) five percent of other salary and Annual Incentive Plan deferrals; and (iii) the profit sharing contributions we would have made to the participant’s account under the Savings and Profit Sharing Plan were it not for the Internal Revenue Code limit on the amount of eligible compensation under that plan and the participant’s deferrals into the EDCP. Amendments were made to the EDCP, effective January 1, 2024, to permit “in-service” account elections, adjust base salary and bonus deferral(s) to 1% minimum and 70% maximum (versus the previous minimum of 10% and the previous maximum of 85%), limit the Company match to active participants and retirees for periods of active service, provide additional flexibility on vesting, and make certain operational investment changes. Amounts deferred under the EDCP generally are not subject to federal, and in many cases state, income taxes until they are distributed. An executive officer can choose to have his or her contributions allocated to one or more of several notional investments, including a notional investment in our common stock. A participant may not initially allocate more than 50 percent of his or her contributions to our common stock, although the participant can increase the notional common stock amount through intra-plan transfers of notional investments previously made. A participant’s account is adjusted to reflect the deemed rate of return, positive or negative, on the notional investments. An executive officer may choose to receive a payout following retirement, either in a lump sum or in annual installments, in accordance with the terms of the EDCP. The EDCP also includes provisions for payment upon termination (pre-retirement) death or disability. See the “2024 Nonqualified Deferred Compensation” table and accompanying narrative for additional information.

  135. CHANGE IN CONTROL AND SEVERANCE AGREEMENTS

    CHANGE IN CONTROL AND SEVERANCE AGREEMENTS We have adopted change in control and severance agreements for our executive officers because we believe that these agreements can create management stability during a period of potential uncertainty. Absent such agreements, there is an increased risk that executive officers may be encouraged to seek other employment opportunities if they became concerned about their employment security following a change in control. We also believe that the agreements provide financial security to an executive officer in the event of an involuntary termination of the executive officer without cause or for good reason following a change in control by providing a meaningful payment to the executive officer. The agreements also provide clear statements of the rights of the executive officers and protect against a change in employment and other terms by an acquirer that would be unfavorable to the executive officer. We also provide severance benefits to our executive officers, although at a lower level, for certain types of employment terminations that do not follow a change in control. We believe these arrangements provide a competitive benefit that enhances our ability to hire and retain capable executive officers.

  136. CHANGE IN CONTROL AND SEVERANCE AGREEMENTS

    | 66 | Church & Dwight Co. | 2025 Proxy Statement |

  137. CHANGE IN CONTROL AND SEVERANCE AGREEMENTS

    The change in control and severance agreements provide for payments and other benefits if an executive officer’s employment is terminated without cause, or if an executive officer terminates employment for “good reason,” within two years following a change in control. These provisions require what is sometimes called a “double trigger,” namely both a change in control and a specified termination event, before payment is made. The agreements also provide for lesser payments if these types of terminations occur outside of the context of a change in control. The agreements do not contain an excise tax gross-up provision and, instead provide that, in the event that payments to be made to an executive under the agreements in connection with a change in control would result in the imposition of the excise tax under Section 4999 of the Internal Revenue Code, the payments will be reduced to the highest amount that could be paid without triggering the excise tax if, following the reduction, the executive would retain a greater amount of net after-tax payments than if no reduction were made. If no reduction is made, the executive officer will pay any applicable excise tax. See “Potential Payments Upon Termination or Change in Control” for further information regarding benefits under the change in control and severance agreements.

  138. ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

    ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT Representatives from Semler Brossy attend Compensation & Human Capital Committee meetings, participate in executive sessions, and communicate directly with the Committee. Semler Brossy also provides independent consulting services to the Nominating, Governance & Corporate Responsibility Committee regarding non-employee director compensation. In its role as independent compensation consultant, Semler Brossy provides recommendations on compensation for our named executive officers, regularly reviews the Company’s executive compensation programs, in cooperation with management, and regularly reviews the Company’s compensation philosophy, peer group (as described further below) and target competitive positioning for reasonableness and appropriateness.

  139. ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT

    | Church & Dwight Co. | 2025 Proxy Statement | 67 |

  140. ROLE OF PEER GROUPS

    ROLE OF PEER GROUPS The Committee utilizes two distinct peer groups for purposes of benchmarking compensation as well as measuring financial and plan performance – the “Compensation Peer Group” and the “Performance Peer Group” (with an additional non-food companies subset of this peer group, the “Corporate Incentive Plan Rating Peer Group”), each of which is described further below. Compensation Peer Group. Consists of a group of 17 consumer-packaged goods companies that have revenues in the range of approximately 1/3x to 3x our revenues. Within this classification, the Committee referenced companies with similar distribution channels and with a significant focus on brand recognition, and focused on identifying our closest business competitors and including high valuation companies. We believe there is a strong likelihood that the skills of our named executive officers are transferable among the companies in the Compensation Peer Group and, accordingly, we would expect to compete with these companies for executive officer talent. Below are the criteria used to determine the 2024 Compensation Peer Group:

  141. Criteria for Determining Compensation Peer Group

    Criteria for Determining Compensation Peer Group

  142. ✓ Business Fit: similar distribution channels and brand recognition focus

    ✓ Business Fit: similar distribution channels and brand recognition focus In 2024 the Committee reviewed the Compensation Peer Group to determine potential changes to use when evaluating 2025 compensation and determined that Kenvue, Inc. would be added due to it being a strong industry fit comparator with the Company and it balancing the Company’s relative financial positioning within the Compensation Peer Group. Compensation Peer Group and Survey Data. The Committee primarily utilizes data from proxy materials with respect to the Compensation Peer Group for our CEO and CFO. With respect to our other named executive officers, the Committee primarily uses survey data in determining compensation due to the limited amount of comparable data available in the proxy materials from companies within the Compensation Peer Group, although the Committee does reference Compensation Peer Group data in determining our other named executive officers’ compensation when there is a meaningful level of relevant data for those positions. In determining a 2024 competitive market guideline with respect to target total direct compensation, namely base salary, short-term incentive targets and long-term incentives, the Committee referenced a level that approximates the 50th percentile of the Compensation Peer Group, or the survey companies, as applicable. However, the Committee considers overall performance during the year, including TSR and other key financial performance metrics, when evaluating pay levels for our named executive officers. In addition, because a majority of our named executive officers’ compensation is performance-based, actual cash compensation paid to our named executive officers could further vary from that paid to executive officers in the Compensation Peer Group or the survey companies, based on achievement of performance targets. In making executive compensation decisions for 2024, the Committee reviewed data provided by Semler Brossy Consulting to compare the compensation of our named executive officers to the compensation of executives in the competitive market. The Committee relies on various sources of compensation information to ascertain the competitive market for our named executive officers such as data obtained from proxy materials of the Compensation Peer Group and survey data provided by national compensation consulting firms such as Willis Towers Watson, FW Cook, and Equilar relating to companies in the consumer staples and consumer discretionary sectors within the Company’s revenue scope. The Committee utilizes these materials to assist in decisions regarding base pay, short-term incentive targets under our Annual Incentive Plan and long-term incentives. Performance Peer Group. In addition to the Compensation Peer Group, the Company utilizes a performance peer group. Beginning in 2023, in connection with the changes made to our Annual Incentive Plan and the addition of PSUs that payout based on achievement of a relative TSR metric, the Committee established

  143. ✓ Business Fit: similar distribution channels and brand recognition focus

    a Performance Peer Group and selected a group of twenty-five consumer-packaged goods companies which are (1) direct competitors within our industry or strong comparators within related industries, primarily non-durable consumer packaged goods with a strong brand identity, (2) have revenues and market capitalizations of greater than $2 billion to ensure companies are comparable in scale and economic dynamics and (3) are included in the S&P 500 Consumer Staples index. The Performance Peer Group is used for determining the Relative Gross Margin performance in the Annual Incentive Plan, as well as determining the relative TSR performance for the 2024 PSU grants. Separately, a non-food companies subset of the Performance Peer Group, the Corporate Incentive Plan Rating Peer Group, was used to compare the Company’s projected 2024 results with respect to Adjusted Diluted EPS in determining the Annual Incentive Plan rating. In 2024 the Committee approved modifications to the Performance Peer Group and Corporate Incentive Plan Rating Peer Group to remove Essity AB and Unilever PLC due to the inconsistencies in the reporting guidelines for non-U.S. public companies. The Committee also approved the addition of Coty Inc. and Kenvue, Inc. to the Performance Peer Group and Corporate Incentive Plan Rating Peer Group (Coty Inc. was previously, and remains, included in the Compensation Peer Group and Kenvue, Inc. being a strong industry fit comparator, and was also added to the Compensation Peer Group).

  144. ✓ Business Fit: similar distribution channels and brand recognition focus

    | Company Name | Compensation Peer Group | Performance Peer Group | Corporate Incentive Plan Rating Peer Group | | Conagra Brands, Inc. | | ✓ | | | Colgate-Palmolive Company | | ✓ | ✓ | | The Clorox Company | ✓ | ✓ | ✓ | | Coty Inc. | ✓ | ✓ | ✓ | | Campbell Soup Company | ✓ | ✓ | | | The Estée Lauder Companies Inc. | | ✓ | ✓ | | Energizer Holdings, Inc. | ✓ | ✓ | ✓ | | Edgewell Personal Care Company | ✓ | ✓ | ✓ | | Flowers Foods, Inc. | ✓ | ✓ | | | General Mills, Inc. | | ✓ | | | Hasbro, Inc. | ✓ | | | | The Hershey Company | ✓ | ✓ | | | Kellogg Company | | ✓ | | | Kenvue, Inc. | ✓ | ✓ | ✓ | | Keurig Dr Pepper Inc. | ✓ | ✓ | | | The Kraft Heinz Company | | ✓ | | | Kimberly-Clark Corporation | | ✓ | ✓ | | Mondelez International, Inc. | | ✓ | | | McCormick & Company, Incorporated | ✓ | ✓ | | | Monster Beverage Corporation | ✓ | ✓ | | | Newell Brands Inc. | ✓ | ✓ | ✓ | | PepsiCo, Inc. | | ✓ | | | Perrigo Company, plc | ✓ | | | | The Procter & Gamble Company | | ✓ | ✓ | | Post Holdings, Inc. | ✓ | ✓ | | | Reckitt Benckiser Group plc | | ✓ | ✓ | | The Scotts Miracle-Gro Company | ✓ | | | | The J. M. Smucker Company | ✓ | ✓ | |

  145. ACCOUNTING AND TAX CONSIDERATIONS

    ACCOUNTING AND TAX CONSIDERATIONS The Committee may consider various accounting and tax implications of equity-based and other forms of compensation. When determining the amounts of equity-based awards to be granted, the Committee examines the accounting cost associated with the grants. Under ASC 718, grants of stock options, restricted stock units, and performance stock units result in an accounting charge for the Company equal to the fair value of the award issued. Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally disallows a federal income tax deduction for compensation paid by publicly held companies to certain of their executive officers that is in excess of $1,000,000 per year. Although the Committee is mindful of Section 162(m), the Committee grants compensation consistent with its stated objectives of providing competitive compensation, conditioning the majority of executive officer compensation on the achievement of performance goals, aligning executive officer and stockholder interests, and providing retention incentives. As a result, the Committee has approved, and expects to continue to approve, compensation to current and future executive officers that is not deductible for federal income tax purposes.

  146. 2024 SUMMARY COMPENSATION TABLE

    2024 SUMMARY COMPENSATION TABLE The following table sets forth information regarding the compensation for 2024, 2023, and 2022 of our Chairman, President and CEO, our Executive Vice President, CFO and Head of Business Operations, and each of the persons who were the next three most highly paid executive officers in 2024, or our “named executive officers,” as defined in Item 402 of Regulation S-K.

  147. 2024 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(1)(3) | All Other Compensation ($)(9) | Total ($) | | Matthew T. Farrell(4) | 2024 | 1,231,633 | — | 2,015,000 | 6,045,000 | 2,499,000 | 462,792 | 12,253,425 | | Chairman, President and | 2023 | 1,183,975 | — | 1,808,075 | 5,424,225 | 2,530,700 | 235,191 | 11,182,166 | | Chief Executive Officer | 2022 | 1,156,275 | — | — | 6,590,772 | 453,600 | 174,764 | 8,375,361 | | Richard A. Dierker(5) | 2024 | 721,950 | — | 581,280 | 1,743,840 | 945,300 | 225,016 | 4,217,386 | | Executive Vice President, | 2023 | 695,275 | — | 496,625 | 1,489,875 | 1,070,000 | 136,450 | 3,888,225 | | Chief Financial Officer and Head of Business Operations | 2022 | 673,300 | — | — | 1,780,976 | 191,400 | 100,087 | 2,745,763 | | Patrick D. de Maynadier(6) | 2024 | 527,500 | — | 225,633 | 676,898 | 439,900 | 141,882 | 2,011,813 | | Executive Vice President, | 2023 | 508,000 | — | 206,456 | 619,369 | 521,200 | 98,043 | 1,953,068 | | General Counsel & Secretary | 2022 | 494,500 | — | — | 750,728 | 94,900 | 85,460 | 1,425,588 | | Carlos Ruiz Rabago(7) Executive Vice President, Chief Supply Chain Officer | 2024 | 32,188 | 500,000 | 1,350,000 | — | — | 2,237 | 1,884,425 | | Michael G. Read(8) Executive Vice President, International | 2024 | 510,667 | — | 165,393 | 496,179 | 419,700 | 86,616 | 1,678,555 |

  148. 2024 SUMMARY COMPENSATION TABLE

    | (1) Some of our named executive officers deferred a portion of their salary and non-equity incentive plan compensation in 2024 under the EDCP as follows: Mr. Farrell, $169,450; Mr. Dierker, $620,374; and Mr. de Maynadier, $77,204. |

  149. 2024 SUMMARY COMPENSATION TABLE

    | (2) The amounts shown for option and stock awards are based on the grant date fair value of awards calculated in accordance with ASC Topic 718. The assumptions used in determining the amounts in this column are set forth in note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 13, 2025. The below table provides the aggregate value of the performance stock units at the grant date at the target and maximum performance levels. The actual value of the performance stock units at the time of payout will depend upon the achievement of the relative TSR performance measure, as well as the price of our Common Stock at the time of the vesting. For information regarding the number of shares subject to 2024 stock option grants and other features of those grants, see the “2024 Grants of Plan-Based Awards” table. |

  150. 2024 SUMMARY COMPENSATION TABLE

    | Named Officer | PSU Value at Target Level (Reported in Stock Awards column above) ($) | PSU Value at Maximum Level ($) | | Matthew T. Farrell | 1,209,000 | 2,418,000 | | Richard A. Dierker | 348,768 | 697,536 | | Patrick D. de Maynadier | 135,380 | 270,759 | | Carlos Ruiz Rabago | — | — | | Michael G. Read | 99,236 | 198,472 |

  151. 2024 SUMMARY COMPENSATION TABLE

    | (3) Includes payments under the Annual Incentive Plan based on achievement of corporate performance measures. See “Compensation Discussion and Analysis—2024 Compensation—Annual Incentive Plan” for further information regarding payments for 2024. |

  152. 2024 SUMMARY COMPENSATION TABLE

    | 72 | Church & Dwight Co. | 2025 Proxy Statement |

  153. 2024 SUMMARY COMPENSATION TABLE

    | (4) Mr. Farrell’s annual base salary increased to $1,240,000 effective March 1, 2024. Mr. Farrell will retire as President and Chief Executive Officer as of April 1, 2025. |

  154. 2024 SUMMARY COMPENSATION TABLE

    | (5) Mr. Dierker’s annual base salary increased to $726,600 effective March 1, 2024. His annual base salary will increase to $1,075,000 effective April 2, 2025, concurrently with assuming his role as President and Chief Executive Officer of the Company. |

  155. 2024 SUMMARY COMPENSATION TABLE

    | (6) Mr. de Maynadier’s annual base salary increased to $530,900 effective March 1, 2024. |

  156. 2024 SUMMARY COMPENSATION TABLE

    | (7) Mr. Ruiz Rabago began employment with Church & Dwight on December 9, 2024. Mr. Ruiz Rabago’s annualized base salary is $515,000. As part of his offer, the Mr. Ruiz Rabago received a cash sign-on bonus of $500,000 and a grant of restricted stock units with a grant date fair value of $1,350,000. |

  157. 2024 SUMMARY COMPENSATION TABLE

    | (8) Mr. Read’s annual base salary increased to $528,800 effective March 1, 2024. All dollar figures in the table have been converted to USD using the CAD Conversion Rate. |

  158. 2024 SUMMARY COMPENSATION TABLE

    | (9) The following table sets forth the component amounts presented in the “All Other Compensation” column above for the year ended December 31, 2024: |

  159. 2024 SUMMARY COMPENSATION TABLE

    | Church & Dwight Co. | 2025 Proxy Statement | 73 |

  160. 2024 SUMMARY COMPENSATION TABLE

    | 2024 ALL OTHER COMPENSATION TABLE |

  161. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information regarding outstanding equity awards held by our named executive officers on December 31, 2024.

  162. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#)(1) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3) | | Matthew T. Farrell | | | | | | | | | | Stock Options | 259,450 | | $50.28 | 6/18/2028 | | | | | | Stock Options | 376,610 | | $77.33 | 6/17/2029 | | | | | | Stock Options | 485,020 | | $73.87 | 6/15/2030 | | | | | | Stock Options | 367,820 | | $84.54 | 6/14/2031 | | | | | | Stock Options | | 308,410 | $84.85 | 6/13/2032 | | | | | | Stock Options | | 226,670 | $83.13 | 3/1/2033 | | | | | | Stock Options | | 202,780 | $100.28 | 3/1/2034 | | | | | | Restricted Stock Units | | | | | 5,801 | 607,423 | | | | Restricted Stock Units | | | | | 8,040 | 841,868 | | | | Performance Stock Units | | | | | | | 9,780 | 1,024,064 | | Performance Stock Units | | | | | | | 9,890 | 1,035,582 | | Richard A. Dierker | | | | | | | | | | Stock Options | | 83,340 | $84.85 | 6/13/2032 | | | | | | Stock Options | | 62,260 | $83.13 | 3/1/2033 | | | | | | Stock Options | | 58,500 | $100.28 | 3/1/2034 | | | | | | Restricted Stock Units | | | | | 1,594 | 166,908 | | | | Restricted Stock Units | | | | | 2,320 | 242,927 | | | | Performance Stock Units | | | | | | | 2,690 | 281,670 | | Performance Stock Units | | | | | | | 2,850 | 298,424 | | Patrick D. de Maynadier | | | | | | | | | | Stock Options | 54,510 | | $73.87 | 6/15/2030 | | | | | | Stock Options | 41,340 | | $84.54 | 6/14/2031 | | | | | | Stock Options | | 35,130 | $84.85 | 6/13/2032 | | | | | | Stock Options | | 25,880 | $83.13 | 3/1/2033 | | | | | | Stock Options | | 22,710 | $100.28 | 3/1/2034 | | | | | | Restricted Stock Units | | | | | 661 | 69,213 | | | | Restricted Stock Units | | | | | 900 | 94,239 | | | | Performance Stock Units | | | | | | | 1,120 | 117,275 | | Performance Stock Units | | | | | | | 1,110 | 116,228 | | Carlos Ruiz Rabago | | | | | | | | | | Restricted Stock Units | | | | | 12,750 | 1,335,053 | | | | Michael G. Read | | | | | | | | | | Stock Options | 8,700 | | $53.75 | 6/19/2027 | | | | | | Stock Options | 9,090 | | $50.28 | 6/18/2028 | | | | | | Stock Options | 6,040 | | $77.33 | 6/17/2029 | | | | | | Stock Options | 7,290 | | $73.87 | 6/15/2030 | | | | | | Stock Options | 5,440 | | $84.54 | 6/14/2031 | | | | | | Stock Options | 19,700 | | $82.24 | 10/1/2031 | | | | | | Stock Options | | 23,650 | $84.85 | 6/13/2032 | | | | | | Stock Options | | 16,820 | $83.13 | 3/1/2033 | | | | | | Stock Options | | 16,640 | $100.28 | 3/1/2034 | | | | | | Restricted Stock Units | | | | | 434 | 45,444 | | | | Restricted Stock Units | | | | | 660 | 69,109 | | | | Performance Stock Units | | | | | | | 730 | 76,438 | | Performance Stock Units | | | | | | | 810 | 84,815 |

  163. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Church & Dwight Co. | 2025 Proxy Statement | 77 |

  164. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) Options vest and expire as to all of the underlying unexercisable shares as follows: |

  165. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Option Exercise Price ($) | Expiration Date | Vesting Date | | 84.85 | 6/13/2032 | 6/13/2025 | | 83.13 | 3/1/2033 | 3/1/2026 | | 100.28 | 3/1/2034 | 3/1/2027 |

  166. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    In the event of a “change in control,” as defined in the Omnibus Equity Compensation Plan, all stock options granted prior to July 30, 2019, immediately vest upon a change in control unless our Board of Directors determines otherwise. All stock options granted on or after July 20, 2019, require a “double trigger” before payment can be made or equity can vest (requiring a qualifying termination following a change in control).

  167. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) Represents the restricted stock units awarded to the named executive officers as part of their annual equity grants. |

  168. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) Based on the closing price per share of our common stock on December 31, 2024, of $104.71. |

  169. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (4) Represents the number of performance stock units awarded to the named executive officers. As the threshold payout amount is zero, such number represents the number of shares based on the target payout at the end of fiscal year 2024. |

  170. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 78 | Church & Dwight Co. | 2025 Proxy Statement |

  171. 2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 2024 OPTION EXERCISES AND STOCK VESTED |

  172. 2024 OPTION EXERCISES AND STOCK VESTED

    2024 OPTION EXERCISES AND STOCK VESTED The following table provides information regarding option exercises and stock vested by our named executive officers during 2024.

  173. 2024 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | # Shares Acquired on Exercise | Value Realized on Exercise ($) | # Shares Acquired on Vesting | Value Realized on Vesting ($) | | Matthew T. Farrell | 1,150,000 | 63,874,299 | 2,899 | 290,248 | | Richard A. Dierker | 111,120 | 2,635,281 | 796 | 79,696 | | Patrick D. de Maynadier | 168,940 | 8,102,868 | 329 | 32,939 | | Carlos Ruiz Rabago | — | — | — | — | | Michael G. Read | 13,500 | 683,532 | 216 | 21,626 |

  174. 2024 OPTION EXERCISES AND STOCK VESTED

    | Church & Dwight Co. | 2025 Proxy Statement | 79 |

  175. 2024 OPTION EXERCISES AND STOCK VESTED

    | 2024 NONQUALIFIED DEFERRED COMPENSATION |

  176. 2024 NONQUALIFIED DEFERRED COMPENSATION

    2024 NONQUALIFIED DEFERRED COMPENSATION Our named executive officers are among the employees eligible to participate in the Executive Deferred Compensation Plan (“EDCP”). Amounts deferred are invested, as determined by the participant, in one or more notional investments, including a notional investment in our common stock. The other notional investments are based on a group of mutual funds. We also made contributions to a participant’s deferred compensation account equal to the matching contributions and profit sharing contributions that would have been made to the participant’s account under the Savings and Profit Sharing Plan for Salaried Employees but for (i) limitations imposed by the Internal Revenue Code on plan contributions, and (ii) the participant’s deferrals under the EDCP. Following retirement, participants may elect to receive either a lump sum payment or installment payments for up to 20 years. A participant’s interest in the portion of his or her account derived from our contributions, vests, depending on the nature of the contribution, between two to five years from commencement of employment. The following table provides details regarding nonqualified deferred compensation for our named executive officers in 2024.

  177. 2024 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals / Distributions | Aggregate Balance at Last Fiscal Year-End ($)(2) | | Matthew T. Farrell | 169,450 | 406,955 | 1,557,308 | — | 15,204,659 | | Richard A. Dierker | 620,374 | 166,577 | 912,955 | — | 6,472,201 | | Patrick D. de Maynadier | 77,204 | 80,160 | 322,925 | — | 3,328,913 | | Carlos Ruiz Rabago | — | — | — | — | — | | Michael G. Read(3) | — | — | — | — | — |

  178. 2024 NONQUALIFIED DEFERRED COMPENSATION

    | (1) All amounts shown in this column are reported as compensation in the “2024 Summary Compensation Table” for 2024. These amounts include contributions made after the end of 2024 which were earned with respect to 2024. |

  179. 2024 NONQUALIFIED DEFERRED COMPENSATION

    | (2) Includes amounts that are reported as compensation in the “2024 Summary Compensation Table” for 2023 and 2022 as follows: Mr. Farrell, $545,012; Mr. Dierker, $875,360 and Mr. de Maynadier, $487,818. Amounts shown in this column also include contributions made after the end of 2024 which were earned with respect to 2024. |

  180. 2024 NONQUALIFIED DEFERRED COMPENSATION

    | (3) Mr. Read does not participate in the EDCP as he is not a U.S. employee. |

  181. 2024 NONQUALIFIED DEFERRED COMPENSATION

    | 80 | Church & Dwight Co. | 2025 Proxy Statement |

  182. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL In this section, we describe payments that may have been made to our named executive officers upon several events of termination, including termination in connection with a change in control, assuming the termination event occurred on December 31, 2024 (except as otherwise noted). The information in this section does not include information relating to the following:

  183. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | distributions under the EDCP—see “2024 Nonqualified Deferred Compensation” for information regarding this plan, |

  184. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | other payments and benefits provided on a nondiscriminatory basis to salaried employees generally upon termination of employment, including the Savings and Profit Sharing Plan for Salaried Employees, |

  185. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | restricted shares and shares underlying options that vested prior to the termination event—see the “2024 Outstanding Equity Awards at Fiscal Year-End” table, and |

  186. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | short-term incentive payments that would not be increased due to the termination event. |

  187. TABLE OF BENEFITS UPON TERMINATION EVENTS

    | CEO PAY RATIO |

  188. CEO PAY RATIO

    CEO PAY RATIO We believe executive pay must be internally consistent and equitable to motivate our employees to create shareholder value. We are committed to internal pay equity, and the Compensation & Human Capital Committee monitors the relationship between the pay our officers receive and the pay our non-officer employees receive. The compensation for our CEO in 2024 was approximately 157.1:1 times the 2024 pay for our median employee. As a result of the rules adopted by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), we are required to disclose the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee, using the required calculations. As permitted by the rules, we used the median employee identified in 2023 for our 2024 analysis. There was no significant change in the Company’s employee population from 2023 to 2024 or in our compensation arrangements. In 2023, we examined the target total cash compensation (base salary plus target bonus) for all individuals excluding our CEO, who were employed by us on November 30, 2023. We included all employees, whether employed on a full-time or part-time basis. We did not make any assumptions, adjustments, or estimates with respect to target total cash compensation. We excluded four employees from Brazil, which represented less than one percent of the Company’s total employee population of 5,575 as of November 30, 2023. We believe the use of target total cash compensation for all employees is a consistently applied compensation measure because we do not widely distribute annual equity awards to employees. We calculated annual total compensation for that employee using the same methodology we use for our named executive officers as set forth in the 2024 Summary Compensation Table in this Proxy Statement. As illustrated in the table below, our 2024 CEO to median employee pay ratio is 157.1:1.

  189. CEO PAY RATIO

    | | CEO to Median Employee Pay Ratio | | | | President and CEO | Median Employee | | Base Salary | $1,231,633 | $65,938 | | Annual Incentive Plan Compensation | 2,499,000 | 3,930 | | Long-Term Incentive Awards | 8,060,000 | — | | All Other Compensation | 462,792 | 8,120 | | TOTAL | 12,253,425 | 77,988 | | CEO Pay to Median Employee Pay Ratio | 157.1 | 1 |

  190. CEO PAY RATIO

    | 86 | Church & Dwight Co. | 2025 Proxy Statement |

  191. CEO PAY RATIO

    | EQUITY COMPENSATION PLAN INFORMATION |

  192. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required under the SEC pay versus performance rules adopted under the Dodd-Frank Act (“PvP Rules”), we are providing the following information about the relationship between “compensation actually paid” to our CEO (referred to below as our principal executive officer or PEO) and average “compensation actually paid” to our named executive officers (“NEOs”) and certain financial performance of the Company for the last five years, in each case, calculated in a manner consistent with PvP Rules. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company’s aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.”

  193. PAY VERSUS PERFORMANCE

    | PAY VERSUS PERFORMANCE | | | | | | | | | | | | Year (a) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO (1) (c) | | Average Summary Compensation Table Total for Non-PEO NEOs (2) (d) | Average Compensation Actually paid to Non-PEO NEOs (1) (2) (e) | | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ in millions) (4) (h) | Company- Selected Measure: Adjusted Diluted EPS (5) (i) | | | | | | | | | Total Shareholder Return (f) | Peer Group Total Shareholder Return (3) (g) | | | | 2024 | $12,253,425 | $19,816,257 | | $2,448,044 | $3,232,756 | | $158 | $146 | $585 | $3.47 | | 2023 | $11,182,166 | $24,015,899 | | $2,457,117 | $4,099,117 | | $141 | $126 | $756 | $3.17 | | 2022 | $8,375,361 | $(5,956,688 | ) (7) | $1,673,157 | $(8,738 | ) (8) | $119 | $126 | $414 | $1.72 | | 2021 | $8,889,526 | $26,421,358 | | $1,743,820(6) | $3,270,073 | (6) | $149 | $133 | $828 | $3.04 | | 2020 | $9,902,703 | $22,777,595 | | $2,018,372 | $3,794,101 | | $125 | $116 | $786 | $2.85 |

  194. PAY VERSUS PERFORMANCE

    | (1) The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” (“CAP”) to Mr. Farrell, and to our NEOs other than Mr. Farrell, respectively. The dollar amounts do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. In accordance with the PvP Rules, the following adjustments were made to the “Total” amount of compensation reported on the Summary Compensation Table (“SCT”): |

  195. PAY VERSUS PERFORMANCE

    | PEO SCT Total to CAP Reconciliation | | | | | | | | | | | Year | Salary | Bonus and Non-Equity Incentive Compensation | All Other Compensation (i) | SCT Total | Deductions from SCT Total (ii) | Additions to SCT Total (iii) | | CAP | | | 2024 | $1,231,633 | $2,499,000 | $462,792 | $12,253,425 | $(8,060,000) | $15,622,831 | | $19,816,257 | | | 2023 | $1,183,975 | $2,530,700 | $235,191 | $11,182,166 | $(7,232,300) | $20,066,032 | | $24,015,899 | | | 2022 | $1,156,275 | $453,600 | $174,764 | $8,375,361 | $(6,590,722) | $(7,741,328 | ) (7) | $(5,956,688 | ) (7) | | 2021 | $1,117,400 | $1,130,800 | $281,718 | $8,889,526 | $(6,359,608) | $23,891,440 | | $26,421,358 | | | 2020 | $1,084,825 | $2,195,700 | $447,873 | $9,902,703 | $(6,174,305) | $19,049,196 | | $22,777,595 | |

  196. PAY VERSUS PERFORMANCE

    | Average Non-PEO NEOs (2) SCT Total to CAP Reconciliation | | | | | | | | | | | Year | Salary | Bonus and Non-Equity Incentive Compensation | All Other Compensation (i) | SCT Total | Deductions from SCT Total (ii) | Additions to SCT Total (iii) | | CAP | | | 2024 | $448,076 | $576,225 | $113,938 | $2,448,044 | $(1,309,806) | $2,094,517 | | $3,232,756 | | | 2023 | $548,225 | $662,375 | $177,561 | $2,457,117 | $(1,068,956) | $2,710,956 | | $4,099,117 | | | 2022 | $533,613 | $117,575 | $84,254 | $1,673,157 | $(937,716) | $(744,180 | ) (8) | $(8,738 | ) (8) | | 2021 | $513,474 | $285,050 | $107,146 | $1,743,820 | $(838,150) | $2,364,402 | | $3,270,073 | | | 2020 | $501,338 | $565,600 | $144,288 | $2,018,372 | $(807,146) | $2,582,875 | | $3,794,101 | |

  197. PAY VERSUS PERFORMANCE

    | (i) Reflects “all other compensation” reported in the SCT for each year shown. |

  198. PAY VERSUS PERFORMANCE

    | 88 | Church & Dwight Co. | 2025 Proxy Statement |

  199. PAY VERSUS PERFORMANCE

    | (ii) Represents the grant date fair value of equity-based awards granted each year. We do not have a pension program for any of the years reflected in this table; therefore, a deduction from SCT total related to pension value is not needed. |

  200. PAY VERSUS PERFORMANCE

    | (iii) | Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. The equity component of CAP for fiscal year 2024 is further detailed in the supplemental table below: |

  201. PAY VERSUS PERFORMANCE

    | PEO Equity Component of CAP for Each Fiscal Year (FY) | | | | | | | | | Year | Equity Type | Fair Value of Current Year Equity Awards at 12/31 (IV) (a) | Change in Value of Prior Years’ Awards That Vested in FY (IV) (b) | Change in Value of Prior Years’ Awards Unvested at 12/31 (IV) (c) | | Equity Value Included in CAP (d) = (a) + (b) + (c) | | | 2024 | Options/RSUs/PSUs | $8,782,262 | $3,246,832 | $3,593,737 | | $15,622,831 | | | 2023 | Options/RSUs/PSUs | $9,453,817 | $5,228,516 | $5,383,700 | | $20,066,032 | | | 2022 | Options | $6,325,489(7) | $(4,379,219) | $(9,687,598 | ) (7) | $(7,741,328 | ) (7) | | 2021 | Options | $10,985,931 | $(1,173,880) | $14,079,390 | | $23,891,440 | | | 2020 | Options | $7,482,445 | $1,887,995 | $9,678,757 | | $19,049,196 | |

  202. PAY VERSUS PERFORMANCE

    | Average Non-PEO NEOs (2) Equity Component of CAP for each Fiscal Year (FY) | | | | | | | | | Year | Equity Type | Fair Value of Current Year Equity Awards at 12/31 (IV) (a) | Change in Value of Prior Years’ Awards That Vested in FY (IV) (b) | Change in Value of Prior Years’ Awards Unvested at 12/31 (IV) (c) | | Equity Value Included in CAP (d) = (a) + (b) + (c) | | | 2024 | Options/RSUs/PSUs | $1,365,146 | $314,071 | $415,300 | | $2,094,517 | | | 2023 | Options/RSUs/PSUs | $1,397,538 | $578,670 | $734,748 | | $2,710,956 | | | 2022 | Options | $899,979(8) | $(494,713) | $(1,149,445 | ) (8) | $(744,180 | ) (8) | | 2021 | Options | $1,213,885 | $(145,752) | $1,296,270 | | $2,364,402 | | | 2020 | Options | $978,154 | $262,936 | $1,341,785 | | $2,582,875 | |

  203. PAY VERSUS PERFORMANCE

    | (iv) Stock option fair values, reported for CAP purposes, are estimated using a Black-Scholes option pricing model. The methodology used for determining the model inputs is consistent with the valuation performed on the grant date. This model requires several assumptions: (i.e., volatility, term, dividend yield, and risk-free interest rate) as of the measurement date. |

  204. PAY VERSUS PERFORMANCE

    | Restricted stock unit fair values are calculated using the stock price as of the measurement date. |

  205. PAY VERSUS PERFORMANCE

    Performance stock unit fair values, reported for CAP purposes, are estimated using a Monte Carlo pricing model. The methodology used for determining the model inputs is consistent with the valuation performed on the grant date. This model requires several assumptions: (i.e., volatility, financial metric multiplier, realized performance, and risk-free interest rate) as of the measurement date.

  206. PAY VERSUS PERFORMANCE

    | (2) The non-principal executive officer (PEO) named executive officers (NEOs) reflected in columns (d) and (e) represent the following individuals for each of the years shown: |

  207. PAY VERSUS PERFORMANCE

    2024: Richard Dierker, Patrick de Maynadier, Carlos Ruiz Rabago, Michael Read 2023: Richard Dierker, Patrick de Maynadier, Barry Bruno, Carlos Linares 2022: Richard Dierker, Patrick de Maynadier, Barry Bruno, Carlos Linares 2021: Richard Dierker, Patrick de Maynadier, Britta Bomhard, Barry Bruno 2020: Richard Dierker, Patrick de Maynadier, Britta Bomhard, Steven Cugine

  208. PAY VERSUS PERFORMANCE

    | Church & Dwight Co. | 2025 Proxy Statement | 89 |

  209. PAY VERSUS PERFORMANCE

    | (3) As permitted by SEC rules, the peer group referenced for purposes of “Peer Group Total Shareholder Return” is that of the S&P 500 Households Products Index, which is the industry index reported in Part II, Item 5, of our Annual Report on Form 10-K for the year ended December 31, 2024, in accordance with Item 201(e) of Regulation S-K. For the Company and our peer group, the TSR for each year reflects what the cumulative value would be based upon an initial $100 investment, including reinvestment of dividends, made at the beginning of the applicable performance period (January 1, 2020). |

  210. PAY VERSUS PERFORMANCE

    | (4) Net Income is as reported in our Form 10-K |

  211. PAY VERSUS PERFORMANCE

    | (5) Adjusted Diluted EPS, is as adjusted for purposes of calculating Adjusted Diluted EPS under the “Annual Incentive Plan” and includes the following: |

  212. PAY VERSUS PERFORMANCE

    2024: The impairment of intangible and other assets related to our Vitamin, Mineral and Supplement business ($1.10), the cost of restricted stock issued for the Hero acquisition ($0.08), and WaterPik tariff refunds (-$0.11), and for costs related to the Graphico acquisition ($0.03) 2023: The cost of restricted stock issued for the Hero acquisition ($0.12) 2022: The cost of restricted stock issued for the Hero acquisition ($0.03) and impact of the discontinuation of business in Russia due to the Russia/Ukraine war ($0.01) 2021: The favorable adjustment to Flawless earnout ($0.30) and the operational and transactional cost of the Therabreath acquisition ($0.02) 2020: The favorable adjustment to Flawless earnout ($0.28), gain on sale of an international brand ($0.01) and the operational and transactional cost of the Zicam acquisition ($0.02)

  213. PAY VERSUS PERFORMANCE

    | (6) Compensation values disproportionately declined from the prior fiscal year due to the impact of the departure of Steven Cugine and Britta Bomhard, both longer tenured NEOs, and replacement with Barry Bruno |

  214. PAY VERSUS PERFORMANCE

    | (7) 2022: Compensation Actually Paid to PEO was modified to reflect an inadvertent inaccuracy in the December 31, 2022 valuation of outstanding stock options, which resulted in an understatement of $1,705,417 |

  215. PAY VERSUS PERFORMANCE

    | (8) 2022: Compensation Actually Paid to Non-PEO NEOs was modified to reflect an inadvertent inaccuracy in the December 31, 2022 valuation of outstanding stock options, which resulted in an understatement of $240,367 |

  216. Discussion Regarding Pay versus Performance Relationship

    Discussion Regarding Pay versus Performance Relationship The graphs that follow provide descriptions of the relationship between compensation actually paid and TSR, net income and our company-selected metric (Adjusted Diluted EPS) for both the PEO and the average non-PEO NEO cohort. The graphs also describe the relationship between our own TSR and a peer group TSR based upon an initial $100 investment made at the beginning of the applicable performance period (January 1, 2020). Compensation actually paid is influenced by numerous factors, including but not limited to the timing of new grant issuances and outstanding grant vesting, share price volatility during the fiscal year, our mix of short-term and long-term metrics, and many other factors.

  217. Discussion Regarding Pay versus Performance Relationship

    | Fiscal Years | p CAP to PEO | p Avg CAP to Non-PEO NEOs | p Company TSR | p Peer Group TSR | | 2024 vs. 2023 | (17.5)% | (21.1)% | 12.0% | 16.2% | | 2023 vs. 2022 | 503.2% | 973.8% | 18.7% | 0.4% | | 2022 vs. 2021 | (122.5)% | (100.3)% | (20.4)% | (5.9)% | | 2021 vs. 2020 | 16.0% | (13.8)% | 18.9% | 15.2% |

  218. Discussion Regarding Pay versus Performance Relationship

    | Church & Dwight Co. | 2025 Proxy Statement | 91 |

  219. Discussion Regarding Pay versus Performance Relationship

    | 92 | Church & Dwight Co. | 2025 Proxy Statement |