DEF 14A of Church & Dwight Co Inc /De/
Filed Mar 19, 2026 · FY20250001193125-26-115994
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:
CORPORATE GOVERNANCE
| Director Independence | § 10 of 11 director nominees are independent under NYSE listing standards | | | § We have an independent Chair § 3 fully independent Board committees: Audit, Compensation & Human Capital, and Governance, Nominating & Corporate Responsibility | | | § The Chair 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 | | | § Independent Board Chair with robust responsibilities | | Board Evaluation and Effectiveness | § Annual Board, Committee, and individual director evaluations | | Board Refreshment | § Board members are required to retire on reaching age 75 | | | § 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 2025 | | | § 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 | | | ▪ |
CORPORATE GOVERNANCE
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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 |
CORPORATE GOVERNANCE
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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 2026 Annual Meeting, all of our current directors will stand for election for one-year terms on our Board of Directors. Our Board of Directors currently consists of 11 members. At the Annual Meeting, all directors will be elected to serve until the 2027 Annual Meeting, in each case, until their successors are elected and qualified. Our Board of Directors has nominated Bradlen S. Cashaw, Richard A. Dierker, 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 currently serve as members of our Board of Directors. All nominees have agreed to be named in this proxy statement and to serve as directors if elected for an additional term. 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.
Director Nominees
Director Nominees
Director Nominees
| | BRADLEN S. CASHAW | | | Director since 2021 Independent Age: 62 § Audit Committee § Governance, Nominating & Corporate Responsibility Committee |
Professional Experience
Professional Experience 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.
Director Qualifications
Director Qualifications Mr. Cashaw’s 39 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.
Director Qualifications
| | RICHARD A. DIERKER | | | Director since 2025 Non-Independent Age: 46 § Executive Committee |
Director Qualifications
Mr. Dierker has served as President and Chief Executive Officer of the Company and a member of the Board since April 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
Director Qualifications
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Director Qualifications
held financial and business development management positions at Ingersoll-Rand Ltd, a major diversified industrial manufacturer.
Other Boards and Appointments
Other Boards and Appointments Mr. Dierker is a member of the board of directors of McCormick & Company, Inc., a global leader in flavor.
Director Qualifications
Director Qualifications Mr. Dierker’s deep experience with the Company as our Chief Executive Officer, Chief Financial Officer and Head of Business Operations provides the Board with extensive knowledge of our business, strategy and operations, as well as substantial experience in finance, mergers and acquisitions, as well as public company leadership.
Director Qualifications
| | BRADLEY C. IRWIN | | | Director since 2006 Independent Age: 67 § Compensation & Human Capital Committee § Governance, Nominating & Corporate Responsibility Committee |
Professional Experience
Professional Experience 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.
Other Boards and Appointments
Other Boards and Appointments 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. 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.
Other Boards and Appointments
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Other Boards and Appointments
| | PENRY W. PRICE | | | Director since 2011 Independent Age: 57 § Chair, Compensation & Human Capital Committee § Audit Committee § Executive Committee |
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.
Professional Experience
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Professional Experience
| | SUSAN G. SAIDEMAN | | | Director since 2020 Independent Age: 63 § Audit Committee § Governance, Nominating & Corporate Responsibility Committee |
Professional Experience
Professional Experience Ms. Saideman is the founder of Portage Bay Limited 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.
Other Boards and Appointments
Other Boards and Appointments Ms. Saideman is a member of the board of directors of LuxExperience B.V. (f/k/a 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.
Other Boards and Appointments
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Other Boards and Appointments
| | RAVICHANDRA K. SALIGRAM | | | Chairman since 2025 Director since 2006 Independent Age: 69 § Compensation & Human Capital Committee § Executive Committee § Governance, Nominating & Corporate Responsibility Committee |
Professional Experience
Professional Experience Mr. Saligram has been the Chairman of our Board of Directors (the “Chairman” or “Board Chairman”) since October 2025 and before that served as our independent Lead Director. Mr. Saligram has been an Operating Partner at MidOcean Partners since June 2023. 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. From October 2019 to May 2023, Mr. Saligram was the Chief Executive Officer and a member of the Board of Directors of Newell Brands and from July 2014 to October 2019 he was the Chief Executive Officer and a member of the board of directors of Ritchie Bros. Auctioneers Incorporated, the world’s largest heavy equipment auctioneer. 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.
Other Boards and Appointments
Other Boards and Appointments Mr. Saligram was a member of the board of directors 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.
Other Boards and Appointments
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Other Boards and Appointments
| | ROBERT K. SHEARER | | | Director since 2008 Independent Age: 74 § Audit Committee |
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.
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.
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.
Director Qualifications
| | MICHAEL R. SMITH | | | Director since 2024 Independent Age: 61 § Audit Committee |
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.
Director Qualifications
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Director Qualifications
Mr. Smith currently serves as a member of the Board of Directors of MillerKnoll, Inc., a global leader in design.
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 company reporting, investor relations, supply chain and information technology.
Director Qualifications
| | JANET S. VERGIS | | | Director since 2014 Independent Age: 61 § Chair, Governance, Nominating & Corporate Responsibility Committee § Compensation & Human Capital Committee § Executive Committee |
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.
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. 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.
Other Boards and Appointments
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Other Boards and Appointments
| | ARTHUR B. WINKLEBLACK | | | Director since 2008 Independent Age: 68 § Chair, Audit Committee § Executive Committee |
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”), a heavy equipment 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.
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. 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.
Other Boards and Appointments
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Other Boards and Appointments
| | LAURIE J. YOLER | | | Director since 2018 Independent Age: 61 § Compensation & Human Capital Committee § Governance, Nominating & Corporate Responsibility Committee |
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS In 2025, our directors’ fees, other than Mr. Dierker, consisted of the following:
COMPENSATION OF DIRECTORS
| Annual Retainer 2025 | | | • Chairperson of the Board 1-1-25 to 9-30-25 | $270,000 | | • Chairperson of the Board 10-1-25 to 12-31-25 | $295,000 | | • Lead Director | $150,000 | | • Chairperson of the Audit Committee | $145,000 | | • Chairperson of the Compensation & Human Capital Committee | $140,000 | | • Chairperson of the Finance Committee (per meeting) | $2,000 | | • Chairperson of the Governance, Nominating & Corporate Responsibility Committee | $140,000 | | • Other non-employee directors | $120,000 | | Annual Equity 2025 | | | • Annual Equity Grant | $160,000 | | Special Assignment 2025 | | | • Special Assignment (Per Meeting) | $2,000 |
COMPENSATION OF DIRECTORS
The table above does not include a separate annual retainer for Mr. Dierker, who is a Board member, as he receives no additional compensation for his service on the Board. 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 and October 27, 2025 (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
COMPENSATION OF DIRECTORS
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COMPENSATION OF DIRECTORS
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. Farrell retired as President and Chief Executive Officer on April 1, 2025, but continued as Chairman of the Board until September 30, 2025. Mr. Farrell received a pro-rata portion of the Board retainer for his services from April 2, 2025 to September 30, 2025. 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 2025, all directors (other than Mr. Farrell who retired as President and Chief Executive Officer on April 1, 2025, but continued as Chairman of the Board until September 30, 2025) made their elections for how to receive their fee-based compensation in December 2024. Mr. Farrell made his election within 30 days of April 2, 2025. 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, for 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. 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.”
COMPENSATION OF DIRECTORS
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COMPENSATION OF DIRECTORS
2025 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). 2026 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. 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). On July 29, 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. Based upon its review, the Governance, Nominating & Corporate Responsibility Committee recommended to the Board, and the Board approved, the following increased director compensation, which became effective January 1, 2026:
COMPENSATION OF DIRECTORS
| Annual Retainer 2026 | | | • Chairperson of the Board | $295,000 | | • Lead Director (if applicable) | $155,000 | | • Chairperson of the Audit Committee | $145,000 | | • Chairperson of the Compensation & Human Capital Committee | $142,500 | | • Chairperson of the Finance Committee (per meeting) | $2,000 | | • Chairperson of the Governance, Nominating & Corporate Responsibility Committee | $142,500 | | • Other non-employee directors | $120,000 | | Annual Equity 2026 | | | • Annual Equity Grant | $170,000 | | Special Assignment 2026 | | | • Special Assignment (Per Meeting) | $2,000 |
COMPENSATION OF DIRECTORS
As part of its analysis of the compensation of our non-employee directors, Semler Brossy reviewed the total compensation and each element of our non-employee director compensation program compared to the director compensation programs of our Compensation Peer Group, as identified and discussed in Compensation Discussion and Analysis--Role of Peer Groups. The Governance, Nominating & Corporate Responsibility Committee targets the total compensation paid to our non-employee directors at a level that approximates the 50th percentile of the compensation paid to non-employee directors of the Compensation Peer Group. Based on its analysis, Semler Brossy concluded that the total compensation paid to our non-employee directors was below the median of the director compensation of the Compensation Peer Group.
COMPENSATION OF DIRECTORS
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COMPENSATION OF DIRECTORS
The following table provides information regarding compensation paid to our non-employee directors in 2025.
2025 DIRECTOR COMPENSATION TABLE
2025 DIRECTOR COMPENSATION TABLE
2025 DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash ($) | 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 | | Matthew T. Farrell (3) | 135,000 | 80,000 | 80,000 | — | 295,000 | | Penry W. Price | — | 220,000 | 80,000 | — | 300,000 | | Susan G. Saideman | 120,000 | 80,000 | 80,000 | — | 280,000 | | Ravichandra K. Saligram | 186,250 | 80,000 | 80,000 | — | 346,250 | | Robert K. Shearer | 60,000 | 140,000 | 80,000 | — | 280,000 | | Michael R. Smith | — | 200,000 | 80,000 | — | 280,000 | | 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 |
2025 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, 2025, filed with the SEC on February 12, 2026. 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 2025 fees under the Deferred Compensation Plan for Directors, as follows: Mr. Cashaw, $120,000; Mr. Shearer, $60,000 and Mr. Smith, $120,000. (2) At December 31, 2025, the number of shares of our common stock underlying options held by each of the directors listed in the table was: Mr. Cashaw, 22,670; Mr. Farrell, 2,274,760; Mr. Irwin, 41,930; Mr. Price, 79,680; Ms. Saideman, 33,060; Mr. Saligram, 79,680; Mr. Shearer, 41,930; Mr. Smith, 5,360; Ms. Vergis, 66,720; Mr. Winkleblack, 55,130; and Ms. Yoler, 55,680. At December 31, 2025, the number of RSUs held by each of the directors listed in the table was: Mr. Cashaw, 860; Mr. Farrell, 860; Mr. Irwin, 860; Mr. Price, 860; Ms. Saideman, 860; Mr. Saligram, 860; Mr. Shearer, 860; Mr. Smith, 860; Ms. Vergis, 860; Mr. Winkleblack, 860; and Ms. Yoler, 860. Mr. Farrell retired as President and Chief Executive Officer on April 1, 2025, but continued as Chairman of the Board until September 30, 2025. Mr. Farrell received a pro-rata portion of the Board retainer as well as options and RSUs for his services from April 2, 2025 to September 30, 2025.
2025 DIRECTOR COMPENSATION TABLE
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Financial Highlights
For our 2025 Annual Incentive Plan, we retained the same design as in 2024, utilizing Net Sales, Adjusted Diluted EPS, Cash from Operations, and Strategic Initiatives metrics, with one modification to the Gross Margin metric - to return to Absolute Gross Margin from Relative Gross Margin, as had been in place prior to 2023. 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.”
Alignment to Strategy
Alignment to Strategy The Compensation & Human Capital Committee, or the “Committee,” reviews and analyzes the executive compensation program each year for alignment with our business strategy and evolving market and governance practices for executive compensation. We believe that our current programs are aligned with the Company’s business priorities and designed to encourage stockholder value creation. As part of the foregoing analysis, the Committee evaluates the relationship between pay and performance of our named executive officers. The analysis includes a review of the relationship between the compensation paid to the CEO and the other named executive officers and Company performance relative to roles having generally corresponding responsibilities within other similarly sized companies. For 2025, the analysis shows a strong link between Company pay and Company performance as it relates to key operating measures. We focus on the following objectives in making compensation determinations: • Provide compensation that is competitive in markets in which we compete for management talent. We refer to this objective as “competitive compensation”. • 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”. • Encourage the aggregation and maintenance of meaningful equity ownership, and the alignment of executive officer and stockholder interests as an incentive to increase stockholder value. We refer to this objective as “alignment with stockholder interests”. • Provide an incentive for long-term continued employment with us. We refer to this objective as “retention incentives”. Church & Dwight’s fiscal year 2025 results continued to be aligned with pay in the following ways: Annual Incentive Plan ("AIP"): AIP 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 2025, the AIP rating was set at 1.1, a level 10 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 performance rating of 1.14 based on 2025 actual performance, subject to the plan rating adjustment. After adjusting for the plan rating, the resulting AIP payout rating for 2025 was 1.25. The process for establishing the plan rating each year and the AIP payouts provided to our named executive officers for 2025 are discussed in further detail below under “2025 Compensation – Annual Incentive Plan.”
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 (“PSUs”) and restricted stock units (“RSUs”) 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 2024 and 2025, 75% of the long-term incentive awards for the executive officers consisted of stock options, 15% of PSUs, and 10% of RSUs. The performance stock units granted in 2024 and 2025 are measured based on a relative ranking of total shareholder return over a three-year performance period.
2025 Executive Compensation Highlights
2025 Executive Compensation Highlights In 2025 the Committee continued with the following overall design of our AIP and LTI awards that were approved in 2024, with some minor refinements. The Committee approved an administrative adjustment to narrow the payout range for the Strategic Initiatives metric, improving alignment with the specific objectives included in the scorecard and strengthening the connection between performance and payout. To maintain the plan’s 200% maximum payout opportunity, the Committee expanded the payout ranges for the financial metrics, ensuring appropriate differentiation based on financial results. The Committee also reinstated Gross Margin as one of the four financial metrics in the Annual Incentive Plan. From 2023 to 2024, the Committee used Relative Gross Margin to better reflect post‑COVID supply‑chain and inflationary pressures; with those conditions now stabilized, the Committee determined that returning to the Absolute Gross Margin metric was appropriate as it creates a more direct performance incentive related to the effective management of both our product pricing and cost of sales.
Overview of Evolution of Incentive Program Design
Overview of Evolution of Incentive Program Design
Overview of Evolution of Incentive Program Design
| | 2023-2024 | 2025 | 2026 | | Long Term Incentive Plan1 | • Vehicle Mix: 75% Stock Options 15% PSUs 10% RSUs • PSU Metric: 100% rTSR | · Vehicle Mix: 75% Stock Options 15% PSUs 10% RSUs • PSU Metric: 100% rTSR | · Vehicle Mix: 50% Stock Options 40% PSUs 10% RSUs • PSU Metrics: 50% rTSR, 50% Cumulative Cash from Operations | | Annual Incentive Plan | • Metrics: Net Sales, Relative Gross Margin, Adjusted Diluted EPS, Cash from Operations, and Strategic Initiatives | • Metrics: Net Sales, Absolute Gross Margin, Adjusted Diluted EPS, Cash from Operations, Strategic Initiatives | • Metrics: Net Sales, Absolute Gross Margin, Adjusted Diluted EPS, and Cash from Operations |
Overview of Evolution of Incentive Program Design
1Beginning with the 2024 PSU grant, the Committee made a minor administrative refinement to adjust the start date of the PSU 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. In 2023, the Committee approved the inclusion of a fifth “strategic initiatives” metric in the Annual Incentive Plan to advance key long‑term priorities, including international expansion, environmental stewardship, and diversity and inclusion. These priorities are now fully integrated into our annual leadership performance goals as critical strategic drivers of the Company. As a result, the Committee concluded that a separate strategic initiatives metric within the Annual Incentive Plan was no longer necessary and for 2026 elected to revert back to the prior plan design of four core financial metrics – Net Sales, Gross Margin, Adjusted Diluted EPS, and Cash from Operations - with each metric equally weighted.
Overview of Evolution of Incentive Program Design
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Overview of Evolution of Incentive Program Design
Finally, after introducing PSUs in 2023, the Committee has approved prospective changes in 2026 to the equity mix of the LTI to better balance both the risk profile of the program and better align pay-for-performance outcomes, reducing the allocation of stock options from 75% to 50% for all employees and increasing the PSU allocation of executive officers from 15% to 40%. In connection with the increased PSU weighting, the Committee also approved the introduction of an additional PSU metric (Cumulative Cash from Operations) at an equal weighting to relative TSR. Further information on these prospective changes can be found in the section below titled: “2026 Compensation Changes.”
ANNUAL INCENTIVE PLAN
ANNUAL INCENTIVE PLAN Our Annual Incentive Plan utilizes five equally weighted metrics, namely: Net Sales, 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.
ANNUAL INCENTIVE PLAN
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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 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 2.00 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 that year by comparing the Company’s projected EPS growth for that year to the median 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 2025, a 1.1 rating was determined to be appropriate and the target achievement level for plan performance was therefore set to reflect a 1.1 rating with a payout range from 0.0 to 2.0. In 2025, the Company delivered Adjusted Diluted EPS of $3.57 after adjusting for the loss on sale of our Vitamin, Mineral and Supplement business ($0.19), operational results and transaction costs of the acquisition of Touchland ("Touchland Acquisition") ($0.11), operational results and one-time costs to exit the Flawless, Spinbrush and Waterpik Showerheads businesses ($0.12), impact of unmitigated tariff costs ($0.09), ERP implementation costs ($0.02), cost of restricted stock issued for the Hero acquisition ($0.02), the positive impact of unplanned share repurchases (-$0.01) and the impact of changes in foreign currency exchange rates ($0.01); which is consistent with prior year adjustments. Adjusted Diluted EPS resulted in a year-over-year increase in EPS of 2.6 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 Gross Margin, Adjusted Diluted Earnings Per Share, Cash from Operations, and Strategic Initiatives resulting in a plan performance rating of 1.14. Following the plan rating adjustment, the resulting performance rating for payout under the 2025 Annual Incentive Plan was 1.25. 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 “2025 Summary Compensation Table.”
ANNUAL INCENTIVE PLAN
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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 1.1 plan rating and the award opportunity for 2025, based on a 1.1 plan rating for each of our named executive officers:
Annual Incentive Plan Target Payouts
Annual Incentive Plan Target Payouts
Annual Incentive Plan Target Payouts
| Name | Percentage of Salary Payable at 1.0 Performance Rating | Percentage of Salary Payable at 1.1 Performance Rating | Award Opportunity (Based on a 1.1 Performance Rating)(1) | | Richard A. Dierker | 125% | 138% | $1,478,125 | | Matthew T. Farrell(2) | 150% | 165% | $2,046,000 | | Lee B. McChesney(3) | 85% | 94% | $654,500 | | Charles R. Raup(3) | 85% | 94% | $654,500 | | Patrick D. De Maynadier | 65% | 72% | $398,970 | | Michael G. Read(4) | 65% | 72% | $411,125 |
Annual Incentive Plan Target Payouts
(1) Amounts represent the target bonus as a percentage of the December 31, 2025 base salary. (2) Mr. Farrell's actual award opportunity was pro-rated based on his retirement date of April 1, 2025 (3) Mr. McChesney and Mr. Raup's actual award opportunities were pro-rated to reflect their respective hire dates of March 24, 2025 and June 25, 2025. (4) The dollar figure has been converted to USD using the CAD Conversion Rate. As described further below, in 2025 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 2025 performance for which a payout could be made, the target performance level, the maximum performance level, and the actual performance and performance ratings.
2025 Annual Incentive Plan Performance Ranges, Actual Performance and Performance Ratings
2025 Annual Incentive Plan Performance Ranges, Actual Performance and Performance Ratings (in millions, except gross margin, per share data, and strategic initiatives)
2025 Annual Incentive Plan Performance Ranges, Actual Performance and Performance Ratings
| Performance Measure (20% weighting each) | Threshold (0 rating) | Target (1.1 rating) | Maximum (2.2 rating) | Actual Performance (as adjusted) | Rating | | Net Sales | $5,902 | $6,148 | $6,394 | $6,013 | 0.49 | | Gross Margin | 43.0% | 45.5% | 48.0% | 45.6% | 1.13 | | Diluted Earnings Per Share | $3.40 | $3.54 | $3.68 | $3.57 | 1.36 | | Cash From Operations | $1,011 | $1,123 | $1,235 | $1,225 | 2.11 | | Strategic Initiatives | Qualitative with scale of 0.8 to 1.2 | | | | 1.13 | | Actual Performance Rating | | | | | 1.25 |
2025 Annual Incentive Plan Performance Ranges, Actual Performance and Performance Ratings
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2025 Annual Incentive Plan Performance Ranges, Actual Performance and Performance Ratings
The corporate actual performance rating for 2025 was equal to the weighted average numerical rating of these factors, or 1.25. Based on that performance rating, our named executive officers received award payments under the Annual Incentive Plan for 2025 as shown in the table below:
2025 Annual Incentive Plan Payouts
2025 Annual Incentive Plan Payouts
2025 Annual Incentive Plan Payouts
| Name | Plan Rating | Performance Rating (Based on a 1.0 Plan Rating) | Actual Performance Rating (Based on a 1.1 Plan Rating) | Actual Award Payment(1) | Actual Award as percentage of Award Opportunity (Based on a 1.1 Plan Rating) | | Richard A. Dierker | 1.10 | 1.14 | 1.25 | $1,472,656 | 114% | | Matthew T. Farrell(2) | 1.10 | 1.14 | 1.25 | $590,057 | 114% | | Lee B. McChesney(3) | 1.10 | 1.14 | 1.25 | $574,716 | 114% | | Charles R. Raup(4) | 1.10 | 1.14 | 1.25 | $383,144 | 114% | | Patrick D. De Maynadier | 1.10 | 1.14 | 1.25 | $444,175 | 114% | | Michael G. Read(5) | 1.10 | 1.14 | 1.25 | $449,303 | 114% |
2025 Annual Incentive Plan Payouts
(1) The award payments are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (2) As a result of Mr. Farrell's retirement on April 1, 2025, his annual incentive payment was pro-rated. (3) Mr. McChesney's annual incentive payment is pro-rated due to the timing of his hire date with the Company on March 24, 2025. (4) Mr. Raup's annual incentive payment is pro-rated due to the timing of his hire date with the Company on June 25, 2025. (5) The dollar figure has been converted to USD using the CAD Conversion Rate.
LONG-TERM INCENTIVE
LONG-TERM INCENTIVE
2025 Annual Long-Term Incentive Grant
2025 Annual Long-Term Incentive Grant 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 below as a target award value. For 2025, our named executive officers received 75% of their total target annual long-term incentive award in stock options, 15% in PSUs, and 10% in RSUs. The number of shares underlying stock options, RSUs, and PSUs granted to our named executive officers are set forth below in the “2025 Grants of Plan-Based Awards” table. In connection with our 2025 long-term incentive grants, the Committee set the following annual long-term incentive target values based on market data for our named executive officers:
Annual Long-Term Incentive Targets
Annual Long-Term Incentive Targets
Annual Long-Term Incentive Targets
| Name | Grant Date Target Award Value | | Richard A. Dierker | $7,084,250 | | Matthew T. Farrell(1) | $8,060,000 | | Lee B. McChesney | $1,715,000 | | Charles R. Raup(2) | $1,715,000 | | Patrick D. De Maynadier | $948,600 | | Michael G. Read | $805,000 |
Annual Long-Term Incentive Targets
(1) Mr. Farrell's actual 2025 long-term incentive grant was pro-rated in connection with his retirement on April 1, 2025. (2) Mr. Raup did not receive a 2025 annual long-term incentive grant due to the timing of his hire date in June 2025. Stock Options. In 2025, 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 the named executive officer's annual LTI target value 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 2025: • have a 10-year term; • vest on the third anniversary of the date of grant; • vesting is subject to continued service through such vesting date; and • 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. 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.
Annual Long-Term Incentive Targets
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Annual Long-Term Incentive Targets
Restricted Stock Units. The number of shares underlying RSUs granted to our named executive officers is calculated by designating 10% of the named executive officer's annual LTI target value and dividing that amount by the grant date fair value of a share of our common stock, rounded to the nearest 10 shares. 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. Performance Stock Units. The number of shares underlying PSUs granted to our named executive officers is calculated by designating 15% of the named executive officer's annual LTI target value and 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 rounded to the nearest 10 shares. 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. For 2025, 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. Payout Scale: Church & Dwight's TSR is ranked against the Performance Peer Group with the following payout scale:
Annual Long-Term Incentive Targets
| Relative Ranking | Payout(1) | | >/= 80th Percentile | 200.0% | | 75th to <80thPercentile | 180.0% - 199.9% | | 50th to <75thPercentile | 95.0% - 179.9% | | 25th to <50thPercentile | 50.0% - 94.9% | | <25th Percentile | 0.0% |
Annual Long-Term Incentive Targets
(1) Straight-line interpolation applies to percentile ranks in-between performance levels. If TSR is negative, maximum payout is capped at 100% Grant Practices. The annual long-term incentive award grant date occurs on the first trading day of March. Grants to new employees are effective on the date the employee commences employment, and one-time grants made to employees at times other than the time of the annual grant are effective on the tenth 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 one-time equity awards, such as in connection with a new hire. 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. However, the Committee retains discretion to determine the final grant dates utilized for any such one-time equity awards, taking into account all relevant factors. 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.
Annual Long-Term Incentive Targets
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PERFORMANCE SHARE UNITS BASED ON 2023-2025 PERFORMANCE
PERFORMANCE SHARE UNITS BASED ON 2023-2025 PERFORMANCE In January 2026, the Committee evaluated the results of the three-year performance period for the performance-based restricted share units that were granted in March 2023. The performance objective for these 2023 awards was based on the comparison of relative Total Shareholder Return against our Performance Peer Group with the following payout scale:
PERFORMANCE SHARE UNITS BASED ON 2023-2025 PERFORMANCE
| Relative Ranking | Payout(1) | | >/= 80th Percentile | 200.0% | | 75th to <80thPercentile | 180.0% - 199.9% | | 50th to <75thPercentile | 95.0% - 179.9% | | 25th to <50thPercentile | 50.0% - 94.9% | | <25th Percentile | 0.0% |
PERFORMANCE SHARE UNITS BASED ON 2023-2025 PERFORMANCE
(1) Straight-line interpolation applies to percentile ranks in-between performance levels. If TSR is negative, maximum payout is capped at 100% Based upon the January 1, 2023 – December 31, 2025 TSR calculation of 7.82%, which ranked at the 83rd percentile of the ‘Performance Peer Group’ during that time period, the Committee certified a final payout for the 2023 PSUs of 200%.
One-Time 2030 Long Term Strategy Grant
One-Time 2030 Long Term Strategy Grant The Committee believes that the achievement of the key transformational goals outlined at our January 2026 Investor Day (including significant growth of the Arm & Hammer brand, expansion in international markets, and stronger net sales in oral care products) is critically important to long-term shareholder value creation, and warrants linkage to a one-time, performance-based equity grant (the “2030 Long Term Strategy Grant”). The 2030 Long Term Strategy Grant, designed in partnership with our independent compensation consultant was approved by the Committee to align senior leadership and employees around a focused set of long-term strategic priorities targeting the three areas outlined above. This grant is subject to rigorous performance thresholds that exceed those applicable to our existing annual and long-term compensation plans and require both sustained performance and continued employment over a four-year performance period. Broad-based Long Term Strategy grants were awarded in January 2026, and Mr. Dierker’s grant was awarded in March 2026. Because these goals are meant to incentivize and align a long-term transformation of the Company, all employees of the Company, including the NEOs, were eligible to receive the 2030 Long Term Strategy Grant. The Committee determined that such broad employee participation was appropriate to promote shared accountability for the 2030 objectives, reinforce how critical these goals are to our future, and underscore the significance of the upcoming
One-Time 2030 Long Term Strategy Grant
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One-Time 2030 Long Term Strategy Grant
four-year period of transformation. The exact award design for each employee pool is differentiated based on job level and each role’s potential impact on the Company’s future growth. For Company employees at the director level and above, including the NEOs, awards were granted in the form of PSUs that cliff‑vest following a four‑year performance period. This performance period is intentionally separate from the Company’s standard incentive plan cycles, underscoring the uniquely critical and transformational nature of the grant. In addition, grant recipients, including the NEOs must remain continuously employed by the Company for the full four‑year performance period; otherwise, the entire award is forfeited. The PSU awards are tied to three equally weighted core long term-growth drivers that the Committee determined are central to the Company’s 2030 strategic plan. Performance is measured over the performance period of January 1, 2026, through December 31, 2029, and are individually achievable if significant growth occurs in the applicable areas described below: • the Company’s net sales compound annual growth rate (“CAGR”) of the Arm & Hammer brand (“Arm & Hammer Power Brand Expansion”), • the net sales CAGR derived from sources outside of the United States (“International Growth”), • the net sales CAGR derived from oral care products, including TheraBreath (“Oral Care Expansion Behind TheraBreath”). The Committee selected these measures because they represent the Company's critical long-term value drivers and require sustained performance across the entire four-year performance period to be achieved. Achievement at these targets requires sustained revenue acceleration in a mixed macroeconomic environment with growth rates meaningfully exceeding recent baselines across key brands and international markets over an extended four-year period. The table below summarizes the baseline, target, and maximum performance levels necessary for achievement:
2030 Long Term Strategy Performance Goals
2030 Long Term Strategy Performance Goals
2030 Long Term Strategy Performance Goals
| Performance Goal | Baseline CAGR Growth (0.0 Rating) | Target CAGR Growth (1.0 Rating) | Maximum CAGR Growth (1.5 Rating) | | Arm & Hammer Power Brand Expansion | 1.1% | 2.6% | 3.0% | | International Growth | 7.0% | 9.5% | 10.0% | | Oral Care Expansion Behind TheraBreath | 4.2% | 6.6% | 8.0% |
2030 Long Term Strategy Performance Goals
The Committee believes that these performance goals are rigorous and their achievement is uncertain, and the payout thresholds have been set accordingly, with payouts only provided based on overperformance against the regular compensation plan. Consistent with this approach, the threshold, which pays out at 0%, is set at the corporate financial plan’s existing baseline level, and the maximum level is set far above the maximum levels of the existing incentive plan to incentivize truly above and beyond performance in these key areas. Overall, payout opportunities under the PSUs range from 0% for achieving baseline growth, 100% for achieving the target, and 150% for achieving the maximum. Payouts will be determined on a straight-line interpolated basis if the percentages achieved fall between the percentages specified in the table above. In determining the design of the 2030 Long Term Strategy Grant, the Committee considered that they, along with our independent compensation consultant, routinely conduct risk and compensation audits. As such, the Committee, as advised by its consultant, believes that there are sufficient safeguards against excessive risk taking and any one-time stock price anomalies considering the design of the Long Term Strategy Grant program includes: the four-year performance period; the four-year service requirement; the significant growth based performance objectives that require maintaining above baseline levels of growth over the entire four-year performance period in order to obtain a payout under the program, along with the continuance of awards under the normal incentive programs that focus on operational excellence, and awards being covered by the existing clawback provisions under the 2022 Omnibus Plan. The Committee determined the grant date values (for NEOs other than Mr. Dierker) of the 2030 Long Term Strategy Grant in consultation with Mr. Dierker. The Committee determined the value of the grants to the NEOs (other than Mr. Dierker) based on a tiered structure, with grant amounts varied based on their specific roles and direct impact
2030 Long Term Strategy Performance Goals
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2030 Long Term Strategy Performance Goals
on achieving the growth drivers. The table below summarizes payout opportunities under the 2030 Long Term Strategy Grant to the NEOs:
Named Executive Officer 2030 Long Term Strategy Grant Opportunities
Named Executive Officer 2030 Long Term Strategy Grant Opportunities
Named Executive Officer 2030 Long Term Strategy Grant Opportunities
| Named Executive Officer | Payout at Baseline Achievement (0.0 Rating) | Payout at Target Achievement (1.0 Rating) | Payout at Maximum Achievement (1.5 Rating) | | Richard A. Dierker | $— | $5,000,000 | $7,500,000 | | Lee B. McChesney | $— | $1,000,000 | $1,500,000 | | Charles R. Raup | $— | $2,500,000 | $3,750,000 | | Patrick D. de Maynadier | $— | $1,000,000 | $1,500,000 | | Michael G. Read | $— | $2,000,000 | $3,000,000 |
Named Executive Officer 2030 Long Term Strategy Grant Opportunities
In determining the size of the 2030 Long Term Strategy Grant for the NEOs, the Committee also reviewed benchmarking data from peer companies that have implemented similar one-time strategic awards. The Committee believes that the design of the 2030 Long Term Strategy Grant—including its broad-based structure, alignment with the Company's transformational strategic goals, rigorous performance requirements for payout, and emphasis on multi-year performance-based vesting for senior leaders and key employees—reflects a disciplined, meaningful and stockholder-aligned approach to this pivotal period of transformation for the Company.
2026 Base Salary
(1) The dollar figures have been converted to USD using the CAD Conversion Rate. Annual Incentive Plan Targets. As shown in the table below, the Committee approved the following Annual Incentive Plan targets in 2026 for each named executive officer.
2026 Annual Incentive Plan Target
2026 Annual Incentive Plan Target
2026 Annual Incentive Plan Target
| Named Executive Officer | 2025 Annual Incentive Plan Target (%) | 2026 Annual Incentive Plan Target (%) | | Richard A. Dierker | 125% | 150% | | Lee B. McChesney | 85% | 85% | | Charles R. Raup | 85% | 85% | | Patrick D. De Maynadier | 65% | 80% | | Michael G. Read | 65% | 75% |
2026 Annual Incentive Plan Target
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2026 Annual Incentive Plan Target
Long-Term Incentive Targets. As shown in the table below, the Committee approved the following LTI increases in 2026 for each named executive officer.
2026 Annual Incentive Plan Target
| Named Executive Officer | 2025 Long Term Incentive Target ($) | 2026 Long Term Incentive Target ($) | Long Term Incentive Target Increase | | Richard A. Dierker | $7,084,250 | $7,500,000 | 5.9% | | Lee B. McChesney | $1,715,000 | $1,887,000 | 10.0% | | Charles R. Raup | $1,715,000 | $1,764,000 | 2.9% | | Patrick D. De Maynadier | $948,600 | $1,170,000 | 23.3% | | Michael G. Read(1) | $805,000 | $944,000 | 17.3% |
2026 Annual Incentive Plan Target
(1) The dollar figures have been converted to USD using the CAD Conversion Rate.
Annual Incentive Plan Changes
Annual Incentive Plan Changes The Committee reviewed the effectiveness of the Annual Incentive Plan and approved changes for 2026 to remove the Strategic Initiatives metric and return the plan design to the four core financial metrics - Net Sales, Gross Margin, Adjusted Diluted EPS, and Cash from Operations - with each metric equally weighted. The Committee also approved implementing a 25% overall plan payout minimum and a 200% overall plan payout maximum.
Long Term Incentive Plan Changes
Long Term Incentive Plan Changes The Committee reviewed the effectiveness of the Annual Long Term Incentive Plan and for 2026 approved the following changes: Mix of Long Term Incentive Vehicles: Beginning in 2023, the Committee expanded the LTI program by introducing RSUs for all employees and PSUs for executive officers. Beginning with the 2026 grant cycle, the Committee approved changes to the equity mix, reducing the allocation of stock options from 75% to 50% for all employees and increasing the PSU allocation for executive officers from 15% to 40%. These changes are intended to better balance the inherent risk profile of stock options while further reinforcing the program’s emphasis on pay‑for‑performance. RSUs will remain at 10% of the executive officer equity mix and will increase for non‑executive levels of the organization. The Committee believes that expanding the use of PSUs strengthens alignment between pay and performance. Design of Annual PSU Plan: The Committee approved the addition of a second performance metric to the annual PSU program, supplementing relative TSR with a three year cumulative Cash from Operations metric, with each metric equally weighted. Consistent with prior years, the 2026 PSU program will continue to provide an earning opportunity ranging from 0% to 200% of target.
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 2025), 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 “2025 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 2025. Based on 2025 performance results, the Compensation & Human Capital Committee approved a contribution equal to 6.25 percent of each of the U.S. named executive officer’s eligible compensation in 2025. 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 $350,000 in 2025). 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 made to a Non-Registered Savings Plan (NRSP), with total company profit sharing contributions typically reaching 7% of eligible earnings. Based on 2025 performance results, the Compensation & Human Capital Committee approved a contribution equal to 5.25% of eligible earnings for Mr. Read.
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 2025, 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 “2025 Nonqualified Deferred Compensation” table and accompanying narrative for additional information.
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.
CHANGE IN CONTROL AND SEVERANCE AGREEMENTS
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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.
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT Representatives from Semler Brossy attend 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.
ROLE OF THE INDEPENDENT COMPENSATION CONSULTANT
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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. The 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 a significant focus on brand recognition, with an emphasis on identifying our closest business competitors as well as companies with relatively high market valuations. 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 2025 Compensation Peer Group:
Criteria for Determining Compensation Peer Group
Criteria for Determining Compensation Peer Group
Criteria for Determining Compensation Peer Group
| ✓ | Industry: consumer packaged goods (other than tobacco and spirits) | | ✓ | Revenue: within 1/3x to 3x of Church & Dwight | | ✓ | Business Fit: similar distribution channels and brand recognition focus |
Criteria for Determining Compensation Peer Group
In 2025 the Committee reviewed the Compensation Peer Group to determine potential changes to use when evaluating 2026 compensation and determined that no changes were necessary. 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 2025 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 2025, the Committee reviewed data provided by Semler Brossy 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 introduction of PSUs that vest based on achievement of a relative TSR metric, the Committee established 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
Criteria for Determining Compensation Peer Group
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Criteria for Determining Compensation Peer Group
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 TSR performance for the 2025 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 2025 results with respect to Adjusted Diluted EPS in determining the Annual Incentive Plan rating. The Performance Peer Group did not change in 2025 from the prior year.
Criteria for Determining Compensation Peer Group
| 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 | ✓ | ✓ | |
Criteria for Determining Compensation Peer Group
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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 $1,000,000 per year. Although the Committee is mindful of Section 162(m), the Committee grants compensation consistent with its stated objectives of providing competitive compensation, conditioning the majority of executive officer compensation on the achievement of performance goals, aligning executive officer and stockholder interests, and providing retention incentives. As a result, the Committee has approved, and expects to continue to approve, compensation to current and future executive officers that is not deductible for federal income tax purposes.
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE The following table sets forth information regarding the compensation for 2025, 2024, and 2023 of our President and CEO, our Executive Vice President, CFO, and each of the persons who were the next three most highly paid executive officers in 2025, or our “named executive officers,” as defined in Item 402 of Regulation S-K.
2025 SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards $(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(1)(3) | All Other Compensation ($)(10) | Total ($) | | Richard A. Dierker(4) | 2025 | 986,580 | — | 1,770,973 | 5,313,100 | 1,472,656 | 256,368 | 9,799,678 | | President and Chief Executive Officer | 2024 | 721,950 | — | 581,280 | 1,743,840 | 945,300 | 236,236 | 4,228,606 | | | 2023 | 695,275 | — | 496,625 | 1,489,875 | 1,070,000 | 143,403 | 3,895,178 | | Matthew T. Farrell(5) | 2025 | 314,697 | — | 503,972 | 1,511,185 | 590,057 | 374,696 | 3,294,606 | | Former Chairman, President and Chief Executive Officer | 2024 | 1,231,633 | — | 2,015,000 | 6,045,000 | 2,499,000 | 493,583 | 12,284,216 | | | 2023 | 1,183,975 | — | 1,808,075 | 5,424,225 | 2,530,700 | 273,791 | 11,220,766 | | Lee B. McChesney(6) | 2025 | 540,909 | 200,000 | 2,628,405 | 1,286,280 | 574,716 | 62,864 | 5,293,175 | | Executive Vice President, Chief Financial Officer | | | | | | | | | | Charles R. Raup(7) | 2025 | 360,606 | 150,000 | 857,250 | 857,635 | 383,144 | 50,038 | 2,658,673 | | Executive Vice President, US Domestic President | | | | | | | | | | Patrick D. de Maynadier(8) | 2025 | 553,483 | — | 237,412 | 711,540 | 444,175 | 114,572 | 2,061,182 | | Executive Vice President, General Counsel & Secretary | 2024 | 527,500 | — | 225,633 | 676,898 | 439,900 | 143,882 | 2,013,812 | | | 2023 | 508,000 | — | 206,456 | 619,369 | 521,200 | 102,043 | 1,957,068 | | Michael G. Read(9) | 2025 | 560,648 | — | 193,258 | 578,880 | 449,303 | 93,374 | 1,875,463 | | Executive Vice President, Consumer International and Specialty Products Division | 2024 | 510,667 | — | 165,393 | 496,179 | 419,700 | 86,616 | 1,678,555 |
2025 SUMMARY COMPENSATION TABLE
(1) Some of our named executive officers deferred a portion of their salary and non-equity incentive plan compensation in 2025 under the EDCP as follows: Mr. Dierker, $924,659; Mr. Farrell, $16,907 and Mr. McChesney, $74,939. (2) The amounts shown for option and stock awards are based on the grant date fair value of awards calculated in accordance with ASC Topic 718. The assumptions used in determining the amounts in this column are set forth in note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 12, 2026. The below table provides the aggregate value of the performance stock units at the grant date at the target and maximum performance levels. The actual value of the performance stock units at the time of payout will depend upon the achievement of the relative TSR performance measure, as well as the price of our Common Stock at the time of the vesting. For information regarding the number of shares subject to 2025 stock option grants and other features of those grants, see the “2025 Grants of Plan-Based Awards” table.
2025 SUMMARY COMPENSATION TABLE
| Named Officer | PSU Value at Target Level (Reported in Stock Awards column above) ($) | PSU Value at Maximum Level ($) | | Richard A. Dierker | $1,062,754 | $2,125,508 | | Matthew T. Farrell | $302,264 | $604,528 | | Lee B. McChesney | $257,363 | $514,727 | | Charles R. Raup | — | — | | Patrick D. De Maynadier | $142,290 | $284,580 | | Michael G. Read | $115,800 | $231,601 |
2025 SUMMARY COMPENSATION TABLE
(3) Includes payments under the Annual Incentive Plan based on achievement of corporate performance measures. See “Compensation Discussion and Analysis—2025 Compensation—Annual Incentive Plan” for further information regarding payments for 2025. (4) Mr. Dierker’s annual base salary increased to $1,075,000 effective April 2, 2025 in connection with his promotion to President and Chief Executive Officer. Mr. Farrell retired as President and Chief Executive Officer on April 1, 2025.
2025 SUMMARY COMPENSATION TABLE
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2025 SUMMARY COMPENSATION TABLE
Mr. McChesney began employment with Church & Dwight on March 24, 2025. His 2025 salary reflects compensation earned from his date of employment through December 31, 2025, based on an annualized base salary of $700,000. As part of his offer, Mr. McChesney received a cash sign-on bonus of $200,000 and a sign-on grant of restricted stock units with a grant date fair value of $2,200,000. Additionally due to his hire date coinciding with the annual grant month, on his date of hire he was given a Long-Term Incentive award equal to his annual grant value of $1,715,000, delivered in the same mix as the annual grant (75% options, 15% PSUs, 10% RSUs). (7) Mr. Raup began employment with Church & Dwight on June 25, 2025. His 2025 salary reflects compensation earned from his date of employment through December 31, 2025, based on an annualized base salary of $700,000. As part of his offer, Mr. Raup received a cash sign-on bonus of $150,000 and a sign-on grant with a grant date fair value of $1,715,000 (comprised of 50% restricted stock units with a grant date fair value of $857,500 and 50% stock options with a grant date fair value of $857,500). (8) Mr. de Maynadier’s annual base salary increased to $558,000 effective March 1, 2025. (9) Mr. Read’s annual base salary increased to $575,000 effective March 1, 2025. All dollar figures in the table have been converted to USD using the CAD Conversion Rate. The following table sets forth the component amounts presented in the “All Other Compensation” column above for the year ended December 31, 2025:
2025 SUMMARY COMPENSATION TABLE
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2025 SUMMARY COMPENSATION TABLE
| 2025 ALL OTHER COMPENSATION TABLE |
2025 GRANTS OF PLAN-BASED AWARDS
2025 GRANTS OF PLAN-BASED AWARDS The following table provides information regarding plan-based awards granted to our named executive officers in 2025.
2025 GRANTS OF PLAN-BASED AWARDS
| | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(3) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(4) | | | | | | | | Name | Grant Date(1) | Approval Date(1) | Threshold ($)(2) | Target (at 1.0 rating) ($) | Maximum ($) | Threshold (#)(2) | Target (at 1.0 rating) (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(5) | All Other Option Awards: Number of Securities Underlying Options (#)(6) | Exercise or Base Price of Option Awards ($ / Sh) | Grant Date Fair Value of Stock and Option Awards ($)(7) | | Richard A. Dierker | | | | | | | | | | | | | | Annual Incentive Plan | | | — | 1,233,200 | 2,281,500 | | | | | | | | | Stock Options | 3/3/2025 | 1/29/2025 | | | | | | | | 158,600 | $112.06 | 5,313,100 | | Restricted Stock Units | 3/3/2025 | 1/29/2025 | | | | | | | 6,320 | | | 708,219 | | Performance Stock Units | 3/3/2025 | 1/29/2025 | | | | — | 7,700 | 15,400 | | | | 1,062,754 | | Matthew T. Farrell | | | | | | | | | | | | | | Annual Incentive Plan | | | — | 472,000 | 873,300 | | | | | | | | | Stock Options | 3/3/2025 | 1/29/2025 | | | | | | | | 45,110 | $112.06 | 1,511,185 | | Restricted Stock Units | 3/3/2025 | 1/29/2025 | | | | | | | 1,800 | | | 201,708 | | Performance Stock Units | 3/3/2025 | 1/29/2025 | | | | — | 2,190 | 4,380 | | | | 302,264 | | Lee B. McChesney | | | | | | | | | | | | | | Annual Incentive Plan | | | — | 459,800 | 850,600 | | | | | | | | | Stock Options | 3/24/2025 | 2/20/2025 | | | | | | | | 40,500 | $106.90 | 1,286,280 | | Restricted Stock Units | 3/24/2025 | 2/20/2025 | | | | | | | 22,180 | | | 2,371,042 | | Performance Stock Units | 3/24/2025 | 2/20/2025 | | | | — | 2,030 | 4,060 | | | | 257,363 | | Charles R. Raup | | | | | | | | | | | | | | Annual Incentive Plan | | | — | 306,500 | 567,100 | | | | | | | | | Stock Options | 6/25/2025 | 6/5/2025 | | | | | | | | 31,040 | $95.25 | 857,635 | | Restricted Stock Units | 6/25/2025 | 6/5/2025 | | | | | | | 9,000 | | | 857,250 | | Performance Stock Units | 6/25/2025 | 6/5/2025 | | | | — | — | — | | | | — | | Patrick D. de Maynadier | | | | | | | | | | | | | | Annual Incentive Plan | | | — | 359,800 | 665,600 | | | | | | | | | Stock Options | 3/3/2025 | 1/29/2025 | | | | | | | | 21,240 | $112.06 | 711,540 | | Restricted Stock Units | 3/3/2025 | 1/29/2025 | | | | | | | 850 | | | 95,251 | | Performance Stock Units | 3/3/2025 | 1/29/2025 | | | | — | 1,030 | 2,060 | | | | 142,161 | | Michael G. Read(8) | | | | | | | | | | | | | | Annual Incentive Plan | | | — | 364,400 | 674,200 | | | | | | | | | Stock Options | 3/3/2025 | 1/29/2025 | | | | | | | | 17,280 | $112.06 | 578,880 | | Restricted Stock Units | 3/3/2025 | 1/29/2025 | | | | | | | 690 | | | 77,321 | | Performance Stock Units | 3/3/2025 | 1/29/2025 | | | | — | 840 | 1,680 | | | | 115,937 |
2025 GRANTS OF PLAN-BASED AWARDS
(1) For information regarding the timing of Long-Term Incentive grants, see “Compensation Discussion and Analysis—Long-Term Incentive Grant Practices.” (2) There is no specified minimum award payout. (3) Constitutes target and maximum award opportunities for our named executives under our Annual Incentive Plan. See “Compensation Discussion and Analysis—2025 Compensation—Annual Incentive Plan” for information regarding the criteria applied in determining the amounts payable under the awards. The actual amounts paid with respect to these awards are included in the “Non-Equity Incentive Plan Compensation” column in the “2025 Summary Compensation Table”. (4) Constitutes the performance stock units target and maximum award opportunities for our named executive officers. These amounts include restricted stock units granted on March 3, 2025 for Messrs. Farrell, Dierker, de Maynadier, and Read, March 24, 2025 for Mr. McChesney, and June 25, 2025 for Mr. Raup.
2025 GRANTS OF PLAN-BASED AWARDS
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2025 GRANTS OF PLAN-BASED AWARDS
The amounts shown in this column represent the shares of our common stock underlying options granted under the Omnibus Equity Compensation Plan in 2025. All options were granted with an exercise price per share equal to the closing price per share as reported on the NYSE on the date of grant. The options vest as to all underlying shares on the third anniversary of the date of grant and terminate ten years from the date of grant, subject to earlier termination upon the occurrence of specified events. 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). (7) The grant date fair value is computed 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 Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 12, 2026.
2025 GRANTS OF PLAN-BASED AWARDS
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2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
2025 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, 2025.
2025 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) | | 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 | | | | | | Stock Options | | 158,600 | $112.06 | 3/3/2035 | | | | | | Restricted Stock Units | | | | | 797 | 66,828 | | | | Restricted Stock Units | | | | | 1,547 | 129,716 | | | | Restricted Stock Units | | | | | 6,320 | 529,932 | | | | Performance Stock Units | | | | | | | 2,690 | 225,557 | | Performance Stock Units | | | | | | | 2,850 | 238,973 | | Performance Stock Units | | | | | | | 7,700 | 645,645 | | 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 | | | | | | Stock Options | | 45,110 | $112.06 | 3/3/2035 | | | | | | Performance Stock Units | | | | | | | 9,780 | 820,053 | | Performance Stock Units | | | | | | | 9,890 | 829,277 | | Performance Stock Units | | | | | | | 2,190 | 183631.5 | | Lee B. McChesney | | | | | | | | | | Stock Options | | 40,500 | $106.90 | 3/24/2035 | | | | | | Restricted Stock Units | | | | | 22,180 | 1,859,793 | | | | Performance Stock Units | | | | | | | 2,030 | 170,216 | | Charles R. Raup | | | | | | | | | | Stock Options | | 31,040 | $95.25 | 6/25/2035 | | | | | | Restricted Stock Units | | | | | 9,000 | 754,650 | | | | Patrick D. de Maynadier | | | | | | | | | | 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 | | | | | | Stock Options | | 21,240 | $112.06 | 3/3/2035 | | | | | | Restricted Stock Units | | | | | 331 | 27,754 | | | | Restricted Stock Units | | | | | 601 | 50,394 | | | | Restricted Stock Units | | | | | 850 | 71,273 | | | | Performance Stock Units | | | | | | | 1,120 | 93,912 | | Performance Stock Units | | | | | | | 1,110 | 93,074 | | Performance Stock Units | | | | | | | 1,030 | 86,366 | | 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 | | | | | | Stock Options | | 17,280 | $112.06 | 3/3/2035 | | | | | | Restricted Stock Units | | | | | 217 | 18,195 | | | | Restricted Stock Units | | | | | 441 | 36,978 | | | | Restricted Stock Units | | | | | 690 | 57,857 | | | | Performance Stock Units | | | | | | | 730 | 61,211 | | Performance Stock Units | | | | | | | 810 | 67,919 | | Performance Stock Units | | | | | | | 840 | 70,434 |
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Options vest and expire as to all of the underlying unexercisable shares as follows:
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
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2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| Option Exercise Price ($) | Expiration Date | Vesting Date | | 83.13 | 3/1/2033 | 3/1/2026 | | 100.28 | 3/1/2034 | 3/1/2027 | | 112.06 | 3/3/2035 | 3/3/2028 | | 106.90 | 3/24/2035 | 3/24/2028 | | 95.25 | 6/25/2025 | 6/25/2028 |
2025 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). (2) Represents the restricted stock units awarded to the named executive officers as part of their annual equity grants. (3) Based on the closing price per share of our common stock on December 31, 2025, of $83.85. Represents the number of performance stock units awarded to the named executive officers. As the threshold payout amount is zero, such number represents the number of shares based on the target payout at the end of fiscal year 2025.
2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
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2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| 2025 OPTION EXERCISES AND STOCK VESTED |
2025 OPTION EXERCISES AND STOCK VESTED
2025 OPTION EXERCISES AND STOCK VESTED The following table provides information regarding option exercises and stock vested by our named executive officers during 2025.
2025 OPTION EXERCISES AND STOCK VESTED
| | Option Awards | | Stock Awards | | | Name | # Shares Acquired on Exercise | Value Realized on Exercise ($) | # Shares Acquired on Vesting | Value Realized on Vesting ($) | | Richard A. Dierker | — | — | 1,570 | $174,584 | | Matthew T. Farrell | — | — | 15,641 | $1,721,872 | | Lee B. McChesney | — | — | — | — | | Charles R. Raup | — | — | — | — | | Patrick D. De Maynadier | 54,510 | $2,295,209 | 629 | $69,945 | | Michael G. Read | — | — | 436 | $48,483 |
2025 OPTION EXERCISES AND STOCK VESTED
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2025 OPTION EXERCISES AND STOCK VESTED
| 2025 NONQUALIFIED DEFERRED COMPENSATION |
2025 NONQUALIFIED DEFERRED COMPENSATION
2025 NONQUALIFIED DEFERRED COMPENSATION Our US-based named executive officers are among the employees eligible to participate in the Executive Deferred Compensation Plan (“EDCP”). Mr. Read, as a Canada-based employee, is eligible to participate in the Canadian non-qualified deferred compensation arrangement, the Non-Registered Savings Plan (“NRSP”). Participants may invest amounts deferred into the EDCP in one or more notional investments, including a notional investment in our common stock. The other notional investments are based on a group of mutual funds. We also made contributions to a participant’s EDCP account equal to the matching contributions and profit sharing contributions that would have been made to the participant’s account under the Savings and Profit Sharing Plan for Salaried Employees but for (i) limitations imposed by the Internal Revenue Code on plan contributions, and (ii) the participant’s deferrals under the EDCP. Upon retirement, EDCP participants may elect to receive either a lump sum payment or installment payments for up to 20 years. A participant’s interest in the portion of his or her account derived from our contributions, vests, depending on the nature of the contribution, between two to five years from commencement of employment. The following table provides details regarding nonqualified deferred compensation for our named executive officers in 2025.
2025 NONQUALIFIED DEFERRED COMPENSATION
| Name | Executive Contributions in Last Fiscal Year ($)(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) | | Richard A. Dierker | 924,658 | 205,830 | 486,412 | — | 8,090,797 | | Matthew T. Farrell | 16,907 | 170,888 | (1,455,880) | (10,648,838) | 3,371,259 | | Lee B. McChesney | 74,939 | 15,679 | 1,760 | — | 80,446 | | Charles R. Raup | — | 663 | — | — | — | | Patrick D. De Maynadier | — | 40,211 | (141,540) | — | 4,365,567 | | Michael G. Read(3) | 16,819 | 55,872 | — | — | — |
2025 NONQUALIFIED DEFERRED COMPENSATION
(1) All amounts shown in this column are reported as compensation in the “2025 Summary Compensation Table” for 2025. These amounts include contributions made after the end of 2025 which were earned with respect to 2025. (2) Includes amounts that are reported as compensation in the “2025 Summary Compensation Table” for 2024 and 2023 as follows: Mr. Farrell, $657,651; Mr. Dierker, $1,110,556 and Mr. de Maynadier, $517,757. Amounts shown in this column also include contributions made after the end of 2025 which were earned with respect to 2025. Mr. Read, as a Canadian employee, participates in the NRSP.
2025 NONQUALIFIED DEFERRED COMPENSATION
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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, 2025 (except as otherwise noted). The information in this section does not include information relating to the following: • distributions under the EDCP—see “2025 Nonqualified Deferred Compensation” for information regarding this plan, • 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, • restricted shares and shares underlying options that vested prior to the termination event—see the “2025 Outstanding Equity Awards at Fiscal Year-End” table, and • short-term incentive payments that would not be increased due to the termination event.
TABLE OF BENEFITS UPON TERMINATION EVENTS
| CEO PAY RATIO |
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 2025 was approximately 120.7:1 times the 2025 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. We identified our median employee utilizing data as of December 31, 2025 by examining the 2025 target total cash compensation (base salary plus target bonus) for all individuals excluding our CEO, who were employed by us on December 31, 2025. 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 as of December 31, 2025. 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 2025 Summary Compensation Table in this Proxy Statement. As illustrated in the table below, our 2025 CEO to median employee pay ratio is 120.7:1.
CEO PAY RATIO
| | CEO to Median Employee Pay Ratio | | | | President and CEO | Median Employee | | Base Salary | $986,580 | $69,467 | | Annual Incentive Plan Compensation | $1,472,656 | $3,473 | | Long-Term Incentive Awards | $7,084,073 | — | | All Other Compensation | $256,368 | $8,263 | | TOTAL | $9,799,678 | $81,203 | | CEO Pay to Median Employee Pay Ratio | 120.7 | 1 |
CEO PAY RATIO
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CEO PAY RATIO
| DELINQUENT REPORTS |
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.”
PAY VERSUS PERFORMANCE
| | PAY VERSUS PERFORMANCE | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1)(2) (a) | Summary Compensation Table Total for PEO # 1 (Farrell) (b) | Compensation Actually Paid to PEO #1 (Farrell)(3) (c) | Summary Compensation Table Total for PEO # 2 (Dierker) (b) | Compensation Actually Paid to PEO #2 (Dierker)(3) (c) | Average Summary Compensation Table Total for Non-PEO NEOs (d) | Average Compensation Actually paid to Non-PEO NEOs (3) (e) | Total Shareholder Return (f) | Peer Group Total Shareholder Return(4) (g) | Net Income ($ in millions)(5) (h) | Company- Selected Measure: Diluted EPS(6) (i) | | 2025 | $3,294,606 | $(3,622,540) | $9,799,678 | $4,332,429 | $2,972,123 | $2,544,532 | $102 | $109 | $737 | $3.02 | | 2024 | $12,284,216 | $19,847,048 | | | $2,451,349 | $3,236,061 | $158 | $146 | $585 | $3.47 | | 2023 | $11,220,766 | $24,054,498 | | | $2,459,855 | $4,101,855 | $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 | $3,270,073 | $149 | $133 | $828 | $3.04 |
PAY VERSUS PERFORMANCE
(1) Mr. Farrell was the PEO for the entirety of FY 2024, 2023, 2022, 2021. Mr. Dierker succeeded Mr. Farrell as PEO on April 2, 2025 and each was PEO for a portion of FY 2025. (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: 2025: Lee McChesney, Charles Raup, Patrick de Maynadier, Michael Read 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 (3) The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” (“CAP”) to Mr. Farrell and Mr. Dierker, who served as principal executive officers during the applicable years, and to our NEOs other than Mr. Farrell and Mr. Dierker, 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”):
PAY VERSUS PERFORMANCE
| PEO SCT Total to CAP Reconciliation | | | | | | | | | Year | Salary | Bonus and Non-Equity Incentive Compensation | All Other Compensation (iii) | SCT Total | Deductions from SCT Total (iv) | Additions from SCT Total (v) | CAP | | 2025(i) | $314,697 | $590,057 | $374,696 | $3,294,606 | $(2,015,157) | $(4,901,989) | $(3,622,540) | | 2025(ii) | $986,580 | $1,472,656 | $256,368 | $9,799,678 | $(7,084,073) | $1,616,824 | $4,332,429 | | 2024 | $1,231,633 | $2,499,000 | $493,583 | $12,284,216 | $(8,060,000) | $15,622,831 | $19,847,048 | | 2023 | $1,183,975 | $2,530,700 | $273,791 | $11,220,766 | $(7,232,300) | $20,066,032 | $24,054,498 | | 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 |
PAY VERSUS PERFORMANCE
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PAY VERSUS PERFORMANCE
| Average Non-PEO NEOs(2) SCT Total to CAP Reconciliation | | | | | | | | | Year | Salary | Bonus and Non-Equity Incentive Compensation | All Other Compensation (iii) | SCT Total | Deductions from SCT Total (iv) | Additions from SCT Total (v) | CAP | | 2025 | $503,912 | $462,835 | $80,212 | $2,972,123 | $(1,837,728) | $1,410,136 | $2,544,532 | | 2024 | $448,076 | $576,225 | $117,243 | $2,451,349 | $(1,309,806) | $2,094,517 | $3,236,061 | | 2023 | $548,225 | $662,375 | $180,299 | $2,459,855 | $(1,068,956) | $2,710,956 | $4,101,855 | | 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 |
PAY VERSUS PERFORMANCE
(i) PEO - Farrell; who was the PEO from Jan 1 - April 1, 2025. (ii) PEO - Dierker; who was the PEO from Apr 2 - Dec 31, 2025. (iii) Reflects “all other compensation” reported in the SCT for each year shown. (iv) 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. (v) 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 2025 is further detailed in the supplemental table below:
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(VI) (a) | Change in Value of Prior Years’ Awards That Vested in FY(VI) (b) | Change in Value of Prior Years’ Awards Unvested at 12/31(VI) (c) | Equity Value Included in CAP (d) = (a) + (b) + (c) | | 2025(i) | Options/RSUs/PSUs | $911,043 | $(2,619,221) | $(3,193,811) | $(4,901,989) | | 2025(ii) | Options/RSUs/PSUs | $3,202,439 | $(708,980) | $(876,634) | $1,616,824 | | 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(6) | $(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 |
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(VI) (a) | Change in Value of Prior Years’ Awards That Vested in FY(VI) (b) | Change in Value of Prior Years’ Awards Unvested at 12/31(VI) (c) | Equity Value Included in CAP (d) = (a) + (b) + (c) | | 2025 | Options/RSUs/PSUs | $1,685,048 | $(124,812) | $(150,099) | $1,410,136 | | 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(7) | $(494,713) | $(1,149,445)(8) | $(744,180)(8) | | 2021 | Options | $1,213,885 | $(145,752) | $1,296,270 | $2,364,402 |
PAY VERSUS PERFORMANCE
(vi) 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. Restricted stock unit fair values are calculated using the stock price as of the measurement date. 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. 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
PAY VERSUS PERFORMANCE
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PAY VERSUS PERFORMANCE
Report on Form 10-K for the year ended December 31, 2025, 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 (December 30, 2020). (5) Net Income is as reported in our Form 10-K. (6) Adjusted Diluted EPS, is as adjusted for purposes of calculating Adjusted Diluted EPS under the “Annual Incentive Plan” and includes the following: 2025: The loss on sale of our Vitamin, Mineral and Supplement business ($0.19), operational results and transaction costs of the acquisition of Touchland ("Touchland Acquisition") ($0.11), operational results and one-time costs to exit the Flawless, Spinbrush and Waterpik Showerheads businesses ($0.12), impact of unmitigated tariff costs ($0.09), ERP implementation costs ($0.02), cost of restricted stock issued for the Hero acquisition ($0.02), the positive impact of unplanned share repurchases (-$0.01) and the impact of changes in foreign currency exchange rates ($0.01) 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) (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 (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
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.
Discussion Regarding Pay versus Performance Relationship
| Fiscal Years | ▲ CAP to PEO #1 (Farrell) | ▲ CAP to PEO #2 (Dierker) | ▲ Avg CAP to Non-PEO NEOs | ▲ Company TSR | ▲ Peer Group TSR | | 2025 vs. 2024 | (118.3)% | n/a(1) | (21.4)% | (35.4)% | (25.6)% | | 2024 vs. 2023 | (17.5)% | | (21.1)% | 12.0% | 16.2% | | 2023 vs. 2022 | 503.8% | | 973.8% | 18.7% | 0.4% | | 2022 vs. 2021 | (122.5)% | | (100.3)% | (20.4)% | (5.9)% |
Discussion Regarding Pay versus Performance Relationship
Year over year comparison of CAP is unavailable for PEO #2 (Mr. Dierker), who became PEO on April 2, 2025.
Discussion Regarding Pay versus Performance Relationship
| Church & Dwight Co. | 2026 Proxy Statement | 95 |
Discussion Regarding Pay versus Performance Relationship
| 96 | Church & Dwight Co. | 2026 Proxy Statement |