DEF 14A of Clorox Co /De/, Oct 5, 2023

DEF 14A of Clorox Co /De/

Filed Oct 5, 2023 · FY20230001206774-23-001178

Open on EDGAR

  1. Clean World FY23 Highlights

    Clean World FY23 Highlights Taking climate action and reducing plastic and other waste

  2. Clean World FY23 Highlights

    | • | Plastics & packaging: We made progress on our 2025 circular economy goal for 100% recyclable, reusable or compostable packaging by rolling out more products that enable consumers to easily remove non-recyclable labels that reduce recyclability of packaging – currently putting us at 88% recyclable, reusable or compostable packaging. |

  3. Clean World FY23 Highlights

    | • | Energy/Scope 1 & 2 emissions: We maintained 100% electricity from renewable energy for U.S. and Canada operations, which helped us accomplish our 2030 Scopes 1 and 2 science-based targets. |

  4. Clean World FY23 Highlights

    | • | Scope 3 emissions: We continue to make progress on our efforts to engage our high-impact and strategic suppliers around climate action. In November 2022, we joined the Supplier Leadership on Climate Transitions collaborative, a third-party managed program that educates and provides support to suppliers for measurement, reporting, and setting emissions reduction targets. In fiscal year 2023, we invited nearly 50 suppliers to participate in this program and plan to continue facilitating participation by our other suppliers in the future. |

  5. Clean World FY23 Highlights

    | • | Deforestation: We continued to combat deforestation by working to increase the percentage of recycled or responsibly sourced certified virgin fiber used in purchased packaging – which is currently at 99%, just short of our 100% goal. |

  6. Clean World FY23 Highlights

    | • | Waste: We achieved 80% of our goal for 100% zero-waste-to-landfill plants by 2025 – with two additional zero-waste-to-landfill plants: our Burt’s Bees plant in Morrisville, NC and our cleaning plant in San Juan, Argentina. |

  7. Clean World FY23 Highlights

    | • | Water: Water stewardship continues to be a priority, and we continue to seek ways to realize our water conservation goals while also reducing costs, meeting consumers’ needs and growing our business. We decreased our water withdrawals by 14% per case of product sold between 2022 and our 2018 baseline. | | • | Industry Recognition: We were ranked, for the first time, No. 1 on Barron’s 100 Most Sustainable U.S. Companies. |

  8. Clean World FY23 Highlights

    | 8 | THE CLOROX COMPANY - 2023 Proxy Statement |

  9. Clean World FY23 Highlights

    Board of Directors

  10. Clean World FY23 Highlights

    | Proposal 1: Election of Directors |

  11. Clean World FY23 Highlights

    The Board, upon the recommendation of the Nominating, Governance and Corporate Responsibility Committee (NGCRC), has nominated the 12 people listed below for election at the Annual Meeting to serve until the 2024 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. All of the director nominees currently serve on the Board. As part of our ongoing, proactive efforts to implement effective corporate governance practices, the NGCRC examines the overall composition of the Board on an annual basis (or more frequently, if needed) to assess the skills and characteristics that are currently represented on the Board, as well as voting results in recent director elections, legislative and regulatory developments, corporate governance trends, and the skills and characteristics that the Board may find valuable in the future in light of the Company’s strategic and anticipated business needs. Unless otherwise directed, the persons named in the proxy as proxyholders intend to vote all proxies FOR the election of each of the nominees, as listed below. If, at the time of the Annual Meeting, any nominee is unable or declines to serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the Board, unless the Board chooses to reduce its own size. The Board has no reason to believe that any of the nominees will be unable or will decline to serve if elected. Proxies cannot be voted for more than 12 persons since that is the total number of nominees. Board’s Recommendation The Board unanimously recommends a vote FOR each of the Board’s 12 nominees for director listed below. The Board believes that each nominee listed below is highly qualified and has the background, skills, experience, and attributes that qualify each nominee to serve as a director of the Company. See each nominee’s biographical information and the Director Nomination and Evaluation section of this proxy statement for more information. The Board’s recommendation is based on its carefully considered judgment that the background, skills, experience, and attributes of each of the nominees make them the best candidates to serve on the Board. The Company’s Bylaws require each director to be elected by a majority of the votes cast with respect to such director in uncontested elections—the number of shares voted FOR a director must exceed the number of shares voted AGAINST that director.

  12. Clean World FY23 Highlights

    | THE CLOROX COMPANY - 2023 Proxy Statement | 9 |

  13. Clean World FY23 Highlights

    The people designated in the proxy and voting instruction card intend to vote your shares represented by proxy FOR the election of each of these nominees, unless you include instructions to the contrary. In the event any director nominee is unable to serve or for good cause will not serve, the individuals named as proxies may vote for a substitute nominee recommended by the Board, or the Board may reduce the size of the Board or leave a vacancy. Under the Company’s Bylaws, any director who fails to be elected by a majority of the votes cast in an uncontested election must tender their resignation to the Board. The NGCRC would then make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. The Board would act on the NGCRC’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. A director who tenders their resignation would not participate in the Board’s decision. Our Director Nominees We invite you to read about our director nominees below. Each of the director nominees has agreed to be named in this proxy statement and to serve as a director, if elected. We believe that our directors should satisfy a number of qualifications, including demonstrated integrity, a record of personal accomplishments, a commitment to participation in Board activities, and other attributes discussed below in the Director Candidate Evaluation and Nomination section. We also endeavor to have a Board that represents diverse perspectives and experiences and a range of qualifications, skills, and depth of experience in areas that are relevant to and contribute to the Board’s oversight of the Company’s strategy and business. Each director biography includes the key experiences and qualifications the director nominee brings to the Board that we believe are important to our businesses and structure and that the Board considered in determining to recommend that they be nominated for election.

  14. Clean World FY23 Highlights

    | 10 | THE CLOROX COMPANY - 2023 Proxy Statement |

  15. Clean World FY23 Highlights

    | Amy L. Banse Age: 64 Independent Director Since: 2016 Committees: MDCC | Skills and Qualifications Amy L. Banse’s experience in starting, investing in and building businesses provides her with significant strategic and financial expertise, and her executive leadership roles contribute to her management and operational knowledge. Banse’s deep expertise in media and technology also enables her to contribute valuable insights into digital media and online business. Experience Highlights Mastry, Inc., an early-stage venture capital firm • Venture Partner (March 2021 to present) Comcast Corporation, a global media and technology company • Senior adviser to the executive committee (September 2020 to December 2021) • Executive vice president, Comcast Corporation (January 2020 to September 2020) • Managing director and head of funds, Comcast Ventures LLC (August 2011 to September 2020) ○ Under her leadership, Comcast Ventures grew the size and diversity of its portfolio, making it one of the country’s most active corporate venture arms. • President, Comcast Interactive Media, a division of Comcast responsible for developing online strategy and operating the company’s digital properties • Served in various positions, including content development, programming investments and overseeing the development and acquisition of Comcast’s cable network portfolio Earlier in her career, Banse was an associate at Drinker, Biddle & Reath LLP. Other Public Company Boards • Adobe, Inc. (May 2012 to present) • Lennar Corporation (February 2021 to present) • On Holding AG (September 2021 to present) Nonprofit/Other Boards • Domestika Inc. |

  16. Clean World FY23 Highlights

    | THE CLOROX COMPANY - 2023 Proxy Statement | 11 |

  17. Clean World FY23 Highlights

    | Julia Denman Age: 52 Independent Director Since: 2022 Committees: Audit | Skills and Qualifications Julia Denman’s operational and risk management leadership, as well as her experience in executing transformation strategies enable her to provide valuable perspective on the Company’s growth strategy and capital allocation framework, as well as important contributions to the Board’s oversight of risk and compliance. She also brings notable financial and accounting expertise, having served as divisional chief financial officer of a publicly traded company, as well as highly relevant knowledge of the consumer packaged goods industry. Experience Highlights Microsoft Corporation, a global technology company • Corporate vice president and head of internal audit, enterprise risk and compliance (December 2019 to present) ○ Leading a team that provides independent and objective assessments of the company’s business strategies and operations, oversight of its governance and strategy for global risk management and compliance and leading investigations related to business conduct • Corporate vice president and chief financial officer of worldwide marketing and consumer business (August 2016 to November 2019) • Corporate vice president and chief financial officer of devices business The Procter & Gamble Company, a global consumer goods company • Various leadership roles, including assistant treasurer and divisional finance director ○ During her 20-year tenure, oversaw the most strategic and central elements of treasury, including capital markets, cash management and risk management; developed product and marketing innovation strategies and cost savings initiatives, resulting in higher profits; and led the turnaround of a $3 billion division |

  18. Clean World FY23 Highlights

    | 12 | THE CLOROX COMPANY - 2023 Proxy Statement |

  19. Clean World FY23 Highlights

    | Spencer C. Fleischer Age: 70 Independent Director Since: 2015 Committees: MDCC (Chair) | Skills and Qualifications Spencer Fleischer brings to the Board more than 40 years of financial and operational expertise as well as deep international experience. His significant experience in both private equity and investment banking enables him to contribute valuable insights to the Company on strategy, mergers and acquisitions and operations. His leadership role at FFL Partners, L.P. also allows him to provide significant experience in compensation matters. Experience Highlights FFL Partners, L.P., a private equity firm • Chairman (March 2021 to present) • Managing Partner (April 1998 to March 2021) Morgan Stanley & Company, an investment management and financial services company • Various leadership roles, including head of investment banking in Asia, head of corporate finance for Europe, and member of worldwide investment banking operating committee Other Public Company Boards • Levi Strauss & Co. (July 2013 to present) • Banner Corporation (October 2015 to December 2016) Nonprofit/Other Boards • Americans for Oxford, Inc. |

  20. Clean World FY23 Highlights

    | THE CLOROX COMPANY - 2023 Proxy Statement | 13 |

  21. Clean World FY23 Highlights

    | Esther Lee Age: 64 Independent Director Since: 2013 Committees: NGCRC (Chair) | Skills and Qualifications Esther Lee brings to the Company significant executive and marketing expertise. Her marketing expertise has been focused on developing customer strategies to drive growth, customer-centric innovation and business transformation, and consumer engagement programs including branding, digital marketing and customer experience design. As a senior executive, she has helped define and drive company purpose, strategy, operating models and corporate culture, and build high-performing teams. Lee’s executive leadership and marketing experience enable her to provide valuable contributions to the Company’s business strategies. Experience Highlights MetLife Inc., an insurance, annuities and employee benefits company • Executive vice president – global chief marketing officer (January 2015 to June 2021) AT&T Corporation, a global telecommunications company • Senior vice president – brand marketing, advertising and sponsorships Euro RSCG Worldwide, a French advertising agency • Chief executive officer of North America and president of global brands The Coca Cola Company, a global beverage company • Global chief creative officer Earlier in her career, Lee worked in several leadership positions in the advertising industry, including as co-founder of DiNoto Lee, where she worked with several consumer packaged goods companies, including Procter & Gamble, Unilever and Nestle. Other Public Company Boards • Pearson plc (February 2022 to present) • Experian plc (March 2023 to present) |

  22. Clean World FY23 Highlights

    | 14 | THE CLOROX COMPANY - 2023 Proxy Statement |

  23. Clean World FY23 Highlights

    | A.D. David Mackay Age: 68 Independent Director Since: 2016 Committees: Audit MDCC | Skills and Qualifications David Mackay brings significant strategic leadership and operational experience to the Board. His extensive consumer products background and his international experience allow him to contribute valuable insights regarding the Company’s industry, operations and international businesses. In addition, his previous leadership roles provide him with expertise in executive compensation and succession planning matters. Experience Highlights The Kellogg Company, a food and manufacturing company • President and chief executive officer (December 2006 to January 2011) • President and chief operating officer (September 2003 to December 2006) • Executive vice president (November 2000 to September 2003) • Senior vice president and President of Kellogg USA (July 2000 to November 2000) • Served in various leadership positions, including at Kellogg Australia and Kellogg United Kingdom and Republic of Ireland Sara Lee Corporation, a food and manufacturing company • Managing director, Australia Mars, Incorporated, a multinational confections company • Various positions Other Public Company Boards • Fortune Brands Home and Security, Inc. (September 2011 to present) • Keurig Green Mountain, Inc. (December 2012 to March 2016) Nonprofit/Other Boards • FSHD Global Research Foundation Ltd. |

  24. Clean World FY23 Highlights

    | THE CLOROX COMPANY - 2023 Proxy Statement | 15 |

  25. Clean World FY23 Highlights

    | Paul Parker Age: 60 Independent Director Since: 2020 Committees: Audit NGCRC | Skills and Qualifications Paul Parker brings strategic expertise and financial experience to the Board based on 35 years working in the banking and finance industries, as well as his experience leading strategy, corporate development and sustainability efforts for a major multinational public company. His extensive experience in investment banking and expertise in mergers and acquisitions enable him to provide important insights to the Company on strategy and growth. Experience Highlights Thermo Fisher Scientific Inc., a global supplier of scientific instrumentation, clinical trials and pharmaceutical development and manufacturing services • Senior vice president, strategy and corporate development (April 2020 to present) ○ Responsible for corporate strategy, mergers and acquisitions, integration management, strategic capital, corporate social responsibility and government relations Goldman Sachs & Co., an investment bank and financial services company • Co-chairman of global mergers and acquisitions group (August 2014 to March 2020) ○ Served on the firm’s partnership committee and investment banking senior leadership council Barclays PLC, an investment bank and financial services company • Chairman and head of global mergers and acquisitions, member of executive committee for investment banking division and Americas management committee • Head of global corporate finance Lehman Brothers Holdings Inc., an investment bank and financial services company • Chairman and head of global mergers and acquisitions • Head of U.S. mergers and acquisitions and member of executive committee for investment banking division |

  26. Clean World FY23 Highlights

    | 16 | THE CLOROX COMPANY - 2023 Proxy Statement |

  27. Clean World FY23 Highlights

    | Stephanie Plaines Age: 56 Independent Director Since: 2022 Committees: Audit | Skills and Qualifications Stephanie Plaines brings extensive financial and accounting expertise gained from over 30 years of financial experience, including as chief financial officer of a publicly traded company. Her executive leadership experience across a wide variety of consumer, e-commerce and financial services companies also enables her to contribute unique insights to Clorox on strategy and growth. She also has experience with transformation agendas and leveraging consumer and data insights to drive growth, which provides valuable perspective for the Company’s brand-building, marketing and digital transformation efforts. Experience Highlights JCPenney (Penney OpCo LLC), a department store chain • Chief financial officer (August 2022 to present) Jones Lang LaSalle Inc., a global real estate services company • Chief financial officer (March 2019 to November 2020) Starbucks Corporation, a global chain of coffee houses • Chief financial officer of U.S. retail division (April 2017 to December 2018) Walmart, Inc. and Sam’s Club, a chain of department stores and retail warehouse clubs • Chief financial officer of e-commerce business Koninklijke Ahold N.V., a retail and wholesale company • Chief financial officer of Stop & Shop division • Vice president of finance – business planning and performance for Ahold USA • Vice president of group treasury for Ahold Delhaize Catalina Marketing, a media company • Head of international finance PepsiCo, Inc., a global beverage company • Worked in global planning and analysis for Tropicana business and in corporate development Plaines started her career in investment banking and mergers and acquisitions at UBS. Other Public Company Boards • KKR Acquisition Holdings I Corp. (January 2022 to December 2022) • Nielsen Holdings plc (April 2021 to October 2022) |

  28. Clean World FY23 Highlights

    | THE CLOROX COMPANY - 2023 Proxy Statement | 17 |

  29. Clean World FY23 Highlights

    | Linda Rendle Age: 45 Director Since: 2020 | Skills and Qualifications Linda Rendle’s long tenure at the Company and deep understanding of the consumer packaged goods industry, the Company’s businesses and her instrumental role in developing the Company’s IGNITE strategy enable her to provide valuable contributions with respect to strategy, growth and long-range plans. Additionally, her tenure and leadership across many of the Company’s business units provides her with a diverse perspective on global sales, product innovation and business strategy. Experience Highlights The Clorox Company • Chief executive officer (September 2020 to present) • President (May 2020 to September 2020) • Executive vice president – Cleaning, international, strategy and operations (July 2019 to May 2020) • Executive vice president – strategy and operations (January 2019 to July 2019) • Executive vice president – Cleaning, Professional Products and strategy (June 2018 to January 2019) • Senior vice president and general manager – Cleaning and Professional Products (April 2017 to May 2018) • Senior vice president and general manager – Cleaning (August 2016 to April 2017) • Vice president and general manager – Home Care • Vice president of sales – Cleaning • Various positions in sales planning and supply chain Earlier in her career, Rendle worked for Procter & Gamble, where she held several positions in sales management. Other Public Company Boards • Visa Inc. (November 2020 to present) Nonprofit/Other Boards • Vice chair (2022 to present); Chair (effective January 2024) of Consumer Brands Association |

  30. Clean World FY23 Highlights

    | 18 | THE CLOROX COMPANY - 2023 Proxy Statement |

  31. Clean World FY23 Highlights

    | Matthew J. Shattock Independent Chair Age: 61 Independent Director Since: 2018 Committees: NGCRC | Skills and Qualifications Matthew J. Shattock brings significant operational and executive leadership experience in the consumer packaged goods industry to the Board. His current and prior leadership roles, including overseeing the successful growth, integration and strategic transformation of a global spirits company as CEO, enable him to provide valuable insights to the Company’s business. Shattock has a strong track record of driving growth through innovation, brand communication and operational excellence. Experience Highlights Beam Suntory Inc., a global premium spirits company • Non-executive chairman of the board (April 2019 to December 2020) • Chairman and chief executive officer (April 2014 to April 2019) • President and chief executive officer, Beam, Inc. (October 2011 to April 2014) • President and chief executive officer, Beam Global Spirits and Wine, Inc. (March 2009 to October 2011) During his tenure, Shattock led the company’s successful growth strategy transformation and subsequent integration of the Beam and Suntory spirits businesses following Beam’s acquisition by Suntory in 2014. Cadbury plc, an international confectionary manufacturer • Regional president, where he led its businesses first in The Americas and then in the Europe, Middle East and Africa region Unilever plc, an international manufacturer of food, home care and personal care products • Chief operating officer, Unilever Best Foods North America • Various leadership roles Other Public Company Boards • VF Corporation (February 2013 to present) • Chairman of Domino’s Pizza Group plc (UK) (March 2020 to present) Nonprofit/Other Boards • Cooler Screens Inc. • Tropicale Foods Inc. • Kendra Scott Design, Inc. • The Boys and Girls Club of Lake County, Illinois |

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    | THE CLOROX COMPANY - 2023 Proxy Statement | 19 |

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    | Kathryn Tesija Age: 60 Independent Director Since: 2020 Committees: MDCC NGCRC | Skills and Qualifications Kathryn Tesija brings to Clorox large-scale global merchandising and supply chain experience as well as operational and strategic planning expertise. Her tenure as a retail industry executive allows her to provide insights into customer and consumer behavior. This experience, together with her expertise in digital, innovation and marketing, allows her to provide valuable perspective on the Company’s strategic priorities to innovate brand and shopping experiences. Experience Highlights Target Corporation, a department store chain • Strategic advisor (July 2015 to March 2016) • Executive vice president and chief merchandising and supply chain officer (October 2012 to July 2015) • Oversaw all functions of product design and development, sourcing, merchandising, presentation, inventory management, operations, and global supply chain for Target.com and nearly 1,800 retail stores. • Executive vice president, merchandising (May 2008 to September 2012) • Numerous positions of responsibility, including director of merchandise planning and senior vice president, merchandising Other Public Company Boards • Woolworths Group Limited (May 2016 to present) • Verizon Communications (December 2012 to May 2020) |

  34. Clean World FY23 Highlights

    | 20 | THE CLOROX COMPANY - 2023 Proxy Statement |

  35. Clean World FY23 Highlights

    | Russell J. Weiner Age: 55 Independent Director Since: 2017 Committees: MDCC | Skills and Qualifications Russell J. Weiner’s executive leadership experience in the food and consumer packaged goods industries enables him to contribute his extensive knowledge of brand building, marketing, operations and consumer insights. His experience in digital innovation allows him to offer valuable contributions to the Company as it transforms data into insights to build personalized brands and enhance consumer shopping experiences. Experience Highlights Domino’s Pizza, Inc., a restaurant chain • Chief executive officer (May 2022 to present) • President of Domino’s U.S. (July 2020 to April 2022) • Chief operating officer (July 2018 to April 2022) • President of the Americas (July 2018 to June 2020) • President of Domino’s USA (September 2014 to June 2018) • Executive vice president, chief marketing officer PepsiCo, Inc., a global beverage company • Vice president of marketing, Colas at Pepsi-Cola North America • Various leadership roles in marketing and brand management Other Public Company Boards • Domino’s Pizza, Inc. (April 2022 to present) |

  36. Clean World FY23 Highlights

    | THE CLOROX COMPANY - 2023 Proxy Statement | 21 |

  37. Clean World FY23 Highlights

    | Christopher J. Williams Age: 65 Independent Director Since: 2015 Committees: Audit (Chair) | Skills and Qualifications Christopher Williams brings a wealth of financial, accounting, and strategic expertise to the Board with his years of experience in investment banking and finance, and as the former chair of the audit committee of a Fortune 100 company. He also contributes important executive management and leadership experience as the chairman and chief executive officer of an investment management firm. As a current and former director of several public and private companies, he brings a valuable perspective for the Company’s strategy and operations as well as extensive customer insights. Experience Highlights Siebert Williams Shank & Co., LLC, an investment banking and financial services company, formed from the merger of The Williams Capital Group, L.P. and Williams Capital Management, LLC, with Siebert Cisneros Shank • Chairman (November 2019 to present) The Williams Capital Group, L.P. and Williams Capital Management, LLC, an investment banking and financial services firm • Chairman and chief executive officer (1994 to 2019) Jeffries & Company, an investment bank • Managed derivatives and structured finance division Lehman Brothers Holdings Inc., an investment bank and financial services company • Managed groups in corporate debt capital markets and derivatives structuring and trading Other Public Company Boards • Ameriprise Financial, Inc. (September 2016 to present) • Union Pacific Corporation (November 2019 to present) • Caesars Entertainment Corporation (April 2008 to March 2019) • Wal-Mart Stores Inc. (June 2004 to June 2014) Nonprofit/Other Boards: • Cox Enterprises Inc. |

  38. Clean World FY23 Highlights

    | 22 | THE CLOROX COMPANY - 2023 Proxy Statement |

  39. Clean World FY23 Highlights

    Shareholder Engagement We maintain active, year-round engagement with our shareholders. Through in-person and virtual meetings, we aim to engage with shareholders representing at least one-third of our total shares outstanding, annually.

  40. Clean World FY23 Highlights

    | Who meets with shareholders | How we interact with shareholders | | •Corporate secretary and ESG team •Investor Relations team •NGCRC chair •Independent chair •Management, including CEO | •In-person or virtual meetings •Investor conferences •Annual shareholder meeting •Shareholder proposals •Written correspondence with investors throughout the year |

  41. Clean World FY23 Highlights

    These interactions enable two-way dialogue between our shareholders and the Company and provide an important channel for the Board and management to understand our shareholders’ perspectives and learn about emerging areas of interest. Below are highlights of our engagement with shareholders and the broader investor and corporate governance community in fiscal year 2023.

  42. Clean World FY23 Highlights

    | THE CLOROX COMPANY - 2023 Proxy Statement | 23 |

  43. Clean World FY23 Highlights

    These engagements also inform and improve our disclosures, decision-making and commitments. The Board also considers shareholder feedback from these meetings in its deliberations and decision-making. The table below sets forth changes we made after considering shareholder feedback, along with market standards and emerging leading practices, in conjunction with our strategic and business priorities.

  44. Clean World FY23 Highlights

    | Executive compensation | Diversity disclosures | | Executive compensation clawback policy In fiscal year 2021, we implemented an executive compensation clawback policy to allow us to recoup incentive compensation granted to current and former executive officers if they engage in conduct that is materially detrimental to Clorox, or in the event of a financial restatement. We plan on updating this policy to comply with new SEC and New York Stock Exchange (NYSE) requirements. Expanded the factors considered in executive compensation award determinations Starting in fiscal year 2022, certain ESG-related goals from our IGNITE scorecard will be factored into the MDCC’s evaluation of each executive’s performance for their annual incentive awards. | Expanded our disclosures regarding diversity and inclusion Our EEO-1 information is available on the Company’s website at thecloroxcompany.com/company/inclusion-diversity/. We also further enhanced our disclosures by including representation data by Clorox job category starting in our 2021 integrated annual report. | | Third-party board and director evaluator | ESG Data Hub | | In fiscal year 2023, we engaged a third-party facilitator for our Board and director evaluations in line with leading practice, in order to add external perspective and insight to our process. We plan to continue to engage a third-party facilitator periodically for future evaluations. | Last year, we launched the ESG Data Hub which provides a centralized, user-friendly information source to our stakeholders. Over the past fiscal year, we expanded the disclosures and information on the hub. The ESG Data Hub can be found at clorox.metrio.net/. | | Climate action | Director skill disclosures | | In September 2021, we announced our science-based targets as part of our climate strategy, which will put the Company on a path to net zero emissions across scopes 1, 2 and 3 by 2050. | In this year’s proxy statement, we have disclosed individual director skills and expertise in the interest of transparency and to demonstrate how each director nominee contributes to the Board’s ability to effectively oversee the Company’s strategy and risks. |

  45. Clean World FY23 Highlights

    Shareholder Recommendations and Nominations of Director Candidates Shareholders may recommend possible director candidates by sending the candidate’s biographical and business experience information (similar to that required to be disclosed under applicable SEC rules and regulations) to The Clorox Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-1888. The NGCRC evaluates all candidates for the Board in the same manner, including those recommended by shareholders.

  46. Clean World FY23 Highlights

    | 24 | THE CLOROX COMPANY - 2023 Proxy Statement |

  47. Clean World FY23 Highlights

    In addition, the Company’s Amended and Restated Bylaws (the Bylaws) permit a shareholder or group of up to 20 shareholders who have owned at least 3% of the outstanding shares of the Company’s common stock for at least three years to submit director nominees (up to 20% of the Board) for inclusion in the Company’s proxy statement and form of proxy used in connection with the Annual Meeting. Notice of the nomination must be timely, and the shareholder and the nominee must satisfy the requirements specified in the Bylaws. Shareholders who wish to nominate directors for inclusion in the Company’s proxy materials or directly at an annual meeting of shareholders in accordance with the procedures in our Bylaws should follow the instructions under the Shareholder Proposals and Director Nominations for the 2024 Annual Meeting section of this proxy statement. Director Communications Shareholders and interested parties may direct communications to individual directors, including the independent chair, to a Board committee, to the independent directors as a group, or to the Board as a whole, by addressing the communications to the appropriate party and sending them to The Clorox Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-1888. The corporate secretary will review these communications and will forward any communications that they determine bears substantively on the business, management, or governance of the Company. Director Candidate Evaluation and Nomination The NGCRC engages in continuous Board succession planning and evaluation of Board composition, working closely with our Board in determining the skills, experiences, and characteristics desired for the Board as a whole and for its individual members, and also screening and recommending candidates for nomination by the full Board. While the Board has not established any specific minimum qualifications that a potential nominee must possess, director candidates, including incumbent directors, are assessed based on criteria established by the NGCRC in light of the Company’s long-term strategy, the skills and experience currently represented on the Board, legislative and regulatory developments, corporate governance trends, and any specific needs identified in the NGCRC’s evaluation of Board composition. Criteria include:

  48. Clean World FY23 Highlights

    | Broad-based leadership and relevant business skills and experiences Prominence and reputation in their professions Global business and social perspective Ability to effectively represent the long-term interests of our shareholders and other stakeholders | Ability to devote sufficient time to the Company’s affairs Personal integrity and judgment Diversity of thought, background and experience |

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    The Board’s approach to refreshment is robust, combining experience and continuity with fresh perspectives. The Board strongly believes that its composition should include longer-tenured directors—who have institutional memory and have worked with different CEOs and management teams, middle-tenured directors, and newer directors. The NGCRC focuses on achieving the right balance of director experience, diversity and tenure in evaluating new director candidates and current directors for nomination. Further, the NGCRC carefully considers the ability of incumbent directors to continue to contribute to the Board and the Company’s evolving needs, as part of the renomination process.

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    | THE CLOROX COMPANY - 2023 Proxy Statement | 25 |

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    The Company’s Corporate Governance Guidelines (Governance Guidelines) also provide that non-management directors whose personal circumstances change in a manner that affects their ability to contribute to the Company, including a change in their principal position, primary job responsibilities, or personal circumstances, must offer their resignation for the Board’s consideration, to ensure that current directors are still qualified and have the capacity to perform their duties as a director, in light of other commitments. The Board also adopted a Board Diversity Policy during fiscal year 2020, which requires the NGCRC and any search firm they utilize to include diverse candidates who meet the Board membership criteria set forth in the Governance Guidelines in any director candidate pool. See the Board Diversity Policy section of this proxy statement for more information. Director Skills & Experience The following graphic summarizes certain notable attributes and experiences of each director nominee, as well as how each skill supports the components of our IGNITE strategy. These attributes have been specifically identified by the NGCRC as being important in creating a diverse and well-rounded Board and aligned with the needs of the Company’s IGNITE strategy. This high-level summary is not intended to be an exhaustive list of each director nominee’s contributions to the Board. Please see additional information on each director’s qualifications in our director biographies in the Our Director Nominees section of this proxy statement.

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    | 26 | THE CLOROX COMPANY - 2023 Proxy Statement |

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    | | Brand-Building/Marketing Contributes important perspectives on growing organic sales and market share (including through innovation), building brand awareness and marketing to consumers in an ever-changing digital landscape | | RISK OVERSIGHT Supports the Board in oversight of the various risks facing the Company, including mechanisms to mitigate and manage those risks | | | RETAIL/CUSTOMER Provides insight on consumer and industry trends and customer engagement to support growth, innovation and expansion | | FINANCIAL/ACCOUNTING Supports the Board’s ability to oversee the Company’s financial reporting and compliance | | | SUPPLY CHAIN Provides insights to continue to successfully develop and efficiently and cost-effectively manufacture products for our customers to satisfy consumer demand and preferences | | CPG/RELEVANT INDUSTRY Provides market and industry insights to advance all aspects of our IGNITE strategy | | | INNOVATION/DIGITAL/TECH Contributes knowledge and perspective on emerging technologies, the disruptive forces in our industry (including digital and e-commerce) and delivering on our strategic goal of innovating products and consumer experiences | | STRATEGIC TRANSFORMATION/M&A Provides perspective on the Company’s strategic transformation initiatives, including digital transformation, new operating model, and M&A | | | OPERATIONAL Contributes strategic, operational and market insights that are critical to all aspects of the IGNITE strategy | | HUMAN CAPITAL/CULTURE Provides valuable perspective in talent acquisition, development and retention and fostering a corporate culture that helps to drive our IGNITE strategy | | | ESG EXPERIENCE Provides insights and perspective in executing toward our ESG goals as an integrated part of our IGNITE strategy | | REGULATORY Provides insight into navigating regulatory environments both in the U.S. and globally, especially in health and wellness and other relevant regulated sectors | | | CYBERSECURITY Supports effective oversight of our cybersecurity risk management | | INTERNATIONAL Supports key strategic decision-making and maximizing growth opportunities in our international markets |

  54. Clean World FY23 Highlights

    Director Continuing Education and New Director Orientation To enhance and expand on the key skills and experiences relevant to the Company’s industry, we provide our directors with continuing education and presentations from both internal and external experts. In addition to the regular ESG updates it receives at each meeting, the full Board hosted a cybersecurity expert in fiscal year 2023 and engaged in discussions around the current landscape of global cybersecurity risks and the emerging regulatory environment for data protection, data privacy and cybersecurity in general, among other topics. Additionally, we encourage our directors to participate in external continuing director education programs. New directors also participate in comprehensive orientation sessions that provide them with a thorough understanding of their fiduciary duties as well as a robust overview of the Company’s business and strategies, which allows new directors to begin making contributions to the Board at the start of their service. Director Diverse Backgrounds & Experiences Our director nominees represent a diverse mix of perspectives and experiences. We regularly assess our Board to ensure that we balance fresh perspectives with the institutional memory of longer-tenured directors who have seen issues arise over time and have worked with different CEOs and management teams.

  55. Clean World FY23 Highlights

    | THE CLOROX COMPANY - 2023 Proxy Statement | 27 |

  56. Recent Enhancements to ESG Governance

    | Name | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Amy L. Banse | 103,000 | 157,000 | 260,000 | | Richard H. Carmona(1) | 38,625 | 39,250 | 77,875 | | Julia Denman | 103,000 | 157,000 | 260,000 | | Spencer C. Fleischer | 123,000 | 157,000 | 280,000 | | Esther Lee | 118,000 | 157,000 | 275,000 | | A. D. David Mackay | 103,000 | 157,000 | 260,000 | | Paul Parker | 103,000 | 157,000 | 260,000 | | Stephanie Plaines | 103,000 | 157,000 | 260,000 | | Matthew J. Shattock | 278,000 | 157,000 | 435,000 | | Kathryn Tesija | 103,000 | 157,000 | 260,000 | | Russell J. Weiner | 103,000 | 157,000 | 260,000 | | Christopher J. Williams | 128,000 | 157,000 | 285,000 |

  57. Recent Enhancements to ESG Governance

    | (2) The amounts reported in the “Fees Earned or Paid in Cash” column reflect the total annual cash retainer and other cash compensation earned by each director in fiscal year 2023 and include amounts deferred into cash or deferred stock units and/or amounts issued in common stock in lieu of cash, as elected by the director. The annual cash retainer is paid to each director in quarterly installments. |

  58. Executive Compensation Philosophy

    | Objective | How we achieve this | | Pay for Performance | We reward performance that drives achievement of Clorox’s short- and long-term goals and, ultimately, shareholder value. | | Align Management and Shareholder Interests | We provide long-term, equity-based incentives and encourage a culture of ownership with stock retention guidelines. We reward executive officers for sustained Company performance as measured by operating results and shareholder value creation. | | Attract, Retain, and Motivate Talented Executives | We maintain pay targets and a program design that align to external market practices and allow Clorox to be a magnet for high-performing executives. | | Address Risk-Management Considerations | We motivate our executives to create long-term shareholder value and discourage behavior that could lead to unnecessary or excessive risk-taking by providing a balance of fixed and at-risk pay, with short-term and long-term performance horizons, using a variety of metrics tied to key drivers of sustainable value creation. | | Support Financial Efficiency | We ensure that cash- and equity-based incentive payouts are appropriately driven by performance, and design awards to minimize unnecessary accounting charges. |

  59. How We Make Compensation Decisions

    | Roles and Responsibilities in Setting Executive Compensation | | | Independent Compensation Consultant | The MDCC retains the services of an independent compensation consulting firm to assist it in the performance of its duties. During fiscal year 2023, the MDCC used the services of FW Cook. FW Cook’s work with the MDCC included data analysis, guidance, and recommendations on the following topics: compensation levels relative to our peers, market trends in incentive plan design, risk and reward structure of executive compensation plans, and other policies and practices, including the policies and views of third-party proxy advisory firms. FW Cook has provided the MDCC with appropriate assurances and confirmation of its independent status in accordance with the MDCC’s charter and other considerations, including factors specified in the NYSE listing standards. The MDCC believes FW Cook has been independent throughout its service to the MDCC and that there is no conflict of interest between FW Cook or individuals at FW Cook and the MDCC, Clorox’s executive officers, or Clorox. FW Cook does not work for Clorox apart from its services to the MDCC. | | Chief Executive Officer | Our CEO makes compensation recommendations to the MDCC for all executive officers other than herself. In making these recommendations, our CEO evaluates the performance of the executive officers and considers their responsibilities as well as the compensation analysis provided by the independent compensation consultant. | | Other Members of Management | Senior human resources management provides analyses regarding competitive practices and pay ranges, policies and procedures for equity awards, and compensation and benefit plans (including perquisites). Senior human resources, legal, and finance executives attend non-executive sessions of the MDCC meetings to provide additional perspective and expertise, as appropriate based on the topics discussed at any given meeting. |

  60. Use of Market Data

    Use of Market Data The MDCC uses a peer group of consumer products companies (the compensation peer group) to help determine competitive compensation rates for our executive officers, including the NEOs. The compensation peer group was selected by the MDCC, with input from FW Cook. The compensation peer group is used to evaluate both the levels of executive compensation and compensation practices within the consumer products industry.

  61. Use of Market Data

    | 56 | THE CLOROX COMPANY - 2023 Proxy Statement |

  62. Use of Market Data

    The MDCC reviews the compensation peer group annually, and makes adjustments as needed, to ensure the companies included continue to meet relevant criteria. To determine the compensation peer group for each year, the MDCC considers companies that:

  63. Use of Market Data

    | • | Hold leadership positions in branded consumer products. |

  64. Use of Market Data

    | • | Are of reasonably similar size based on market capitalization and revenue. |

  65. Use of Market Data

    | • | Compete with Clorox for executive talent. |

  66. Use of Market Data

    | • | Have executive positions similar in breadth, complexity, and scope of responsibility to those of Clorox. |

  67. Use of Market Data

    For fiscal year 2023, the compensation peer group was composed of the following 18 companies:

  68. Use of Market Data

    | CPB | Campbell Soup Company | SJM | The J.M. Smucker Company | | CHD | Church & Dwight Co., Inc. | K | Kellogg Company | | CL | Colgate-Palmolive Company | KDP | Keurig Dr Pepper Inc. | | CAG | Conagra Brands, Inc. | MKC | McCormick & Company, Inc. | | EPC | Edgewell Personal Care Company | NWL | Newell Brands Inc. | | EL | The Estée Lauder Companies Inc. | POST | Post Holdings, Inc. | | GIS | General Mills, Inc. | REV | Revlon, Inc. | | HSY | The Hershey Company | REYN | Reynolds Consumer Products Inc. | | HRL | Hormel Foods Corporation | (private) | S.C. Johnson & Son Inc. |

  69. Use of Market Data

    At the time of our peer group review in May 2023, Clorox was at the 33rd percentile for revenue and 47th percentile for market capitalization compared with the compensation peer group in effect for the fiscal year 2023 compensation analysis. During that review, the MDCC agreed to remove Revlon from our compensation peer group for fiscal year 2024 because of its bankruptcy. An extensive analysis was conducted to identify potential replacements, and the MDCC concluded that steady state was preferable based on the pool of potential additions. The MDCC intends to review the peer group again next year, taking into consideration changes in our position versus the overall group based on revenue, market capitalization, and other factors. Management engaged Aon Hewitt to obtain and aggregate compensation data for the compensation peer group in fiscal year 2023. This data was used to advise the MDCC on setting target compensation for our NEOs for fiscal year 2023. FW Cook reviewed this information and performed an independent compensation analysis of the compensation peer group data to advise the MDCC. Although each individual component of executive compensation is reviewed, our overall goal is to target total direct compensation competitive with the median of the compensation peer group. Other factors, such as an executive’s level of experience or scope of role, may result in target total direct compensation for individual NEOs being set above or below this median range.

  70. Use of Market Data

    | THE CLOROX COMPANY - 2023 Proxy Statement | 57 |

  71. Executive Compensation Governance

    | We Do… | | We Do Not… | | | | Vary our incentive plans: We use different metrics and performance horizons for the goals within our annual and long-term incentive plans. | | Provide employment contracts: All executives are employed at will. | | | Focus on financial measures relevant to shareholder value: We use economic profit as a rigorous long-term incentive metric and net sales, net earnings, and gross margin for our annual incentive metrics. | | Reprice stock options: Any stock option re-pricing would require shareholder approval in advance. | | | Require meaningful ownership: We apply stringent stock ownership and retention guidelines for all our executives. | | Pay unearned dividends: No dividends or dividend equivalents are paid on unvested equity awards. | | | Operate clawback provisions: Both our annual and long-term incentive plans include clawback provisions. | | Pay tax gross-ups: No tax gross-ups are provided by Clorox to executives under any circumstances. | | | Use a double-trigger: Change-in-control provisions for all equity awards require both change in control and termination. | | Provide excessive benefits or perquisites: Benefits and perquisites are limited, reflecting market benchmarks. | | | Engage with shareholders: We have ongoing discussions with key institutional investors, including on the topic of compensation. | | Permit hedging or pledging: Our policy prohibits hedging and pledging of Clorox stock. | | | Engage an independent consultant: The MDCC engages a consultant and assesses their independence annually. | | Encourage inappropriate risk-taking: The MDCC and its independent consultant annually review incentive design for unintended consequences. |

  72. Executive Compensation Governance

    Tally Sheets. To help ensure our executive compensation design is aligned with our overall compensation philosophy of pay for performance and total compensation levels are appropriate, the MDCC annually reviews compensation tally sheets for each of our NEOs. These tally sheets outline current target total compensation, the potential wealth creation of long-term incentive awards granted to our officers under various potential stock prices, and the potential value of payouts under various termination scenarios. These tally sheets help provide the MDCC with a comprehensive understanding of all elements of our compensation program and enable the MDCC to consider changes to our compensation program, arrangements, and plans considering leading practices and emerging trends. Stock Award Granting Practices. Clorox typically grants long-term incentive awards each September at a regularly scheduled MDCC meeting. The meeting date, or a later date as determined by the MDCC at the September meeting, is the effective grant date for the awards, and the exercise/grant price is equal to the closing price of our common stock on the grant date. The MDCC may also occasionally grant equity-based awards at other times to recognize, retain, or recruit executive officers.

  73. Executive Compensation Governance

    Executive Stock Ownership Guidelines. To maintain alignment of the interests of our executive officers and our shareholders, all executive officers are expected to build and maintain a significant level of direct stock ownership. Ownership levels may be achieved over time in a variety of ways, such as by retaining stock received upon the exercise of stock options or the vesting of stock awards or by purchasing stock in the open market. At a minimum, executive officers are expected to establish and maintain direct ownership of common stock having a value equal to a multiple of each executive officer’s annual base salary: six times base salary for the CEO, three times base salary for NEOs and non-NEO members of the Clorox Executive Committee, and two times base salary for other executives. The following table reflects the guidelines and our NEOs’ ownership status, as of September 15, 2023:

  74. Executive Compensation Governance

    Ownership levels are based on shares of common stock owned by the NEO or held pursuant to Clorox plans, including vested performance share units (PSUs) deferred for settlement. Unexercised stock options and units not yet vested due to time or performance restrictions are excluded from the ownership calculations. Retention Requirements. Executive officers are required to retain a certain percentage of shares obtained upon either the exercise of stock options or the release of restrictions on PSUs and restricted stock units (RSUs). All executive officers are expected to retain 75% of net shares acquired after tax withholding until the minimum ownership level is met. After attaining the minimum ownership level, our CEO must retain 50% of net shares acquired after tax withholding until retirement or termination, and other executive officers must retain 25% of net shares acquired after tax withholding for one year after receipt. Securities Trading Policy and Prohibition on Hedging and Pledging. To ensure alignment of the interests of our shareholders with all of our directors, officers, employees, and consultants, our Insider Trading Policy does not permit any director, officer, employee, or consultant of Clorox either (1) to trade in the stock or other securities of any company when aware of material nonpublic information about that company, including Clorox as well as any customers or suppliers of Clorox or firms with which Clorox may be negotiating a major transaction, or (2) to engage in short-term or speculative transactions or derivative transactions involving Clorox stock. This policy includes prohibitions on options trading and hedging and restrictions and cautions on pledging Clorox stock as collateral. The Insider Trading Policy’s prohibition on engaging in hedging transactions in Clorox securities covers the purchase of a financial transaction instrument, or otherwise engaging in a transaction that hedges or offsets, or is designed to hedge or offset, any decrease in the market value of Clorox’s equity securities that were granted as part of the individual’s compensation or that the individual holds directly or indirectly. The following transactions are expressly prohibited by this policy:

  75. Executive Compensation Framework

    | Component and Rationale | CEO Proportion(1) | NEO(2) Proportion(1) | Performance Measures | Performance Period | Characteristics | | Base Salary Fixed pay to attract and retain talent, based on role, level of responsibilities, and individual performance. | | | • N/A | N/A | Fixed cash | | Annual Incentives Variable pay to incent and recognize performance in areas of short-term strategic importance. | | | • Annual net sales (50%) • Net earnings (30%) • Gross margin (20%) • Individual performance goals | One Year | Performance-based cash | | Long-Term Incentives Equity-based pay to incent and recognize performance in areas of long-term strategic importance, promote retention and stability, and align executives with shareholders. | | | • Economic profit • Variation in underlying stock price due to overall business results | Three Years | PSUs, stock options, and RSUs |

  76. Executive Compensation Framework

    | (1) Proportion represents the actual base salary, target annual incentive award, and grant date fair market value of actual long-term incentive awards granted in fiscal year 2023 (with PSUs measured at target). Percentages may not total 100% due to rounding. Refer to the Summary Compensation Table on pg 70 for further details on actual compensation. |

  77. Annual Incentives

    Annual Incentives Clorox provides annual incentive awards to our NEOs under the AIP. Payouts under the AIP are based on the level of achievement of company performance goals set annually by the MDCC, subject to shareholder-approved maximums. These performance goals are tied to Board-approved corporate financial performance goals and individual objectives. The AIP balances financial performance with the individual performance of each of our NEOs. The amounts paid under the AIP are based on the following factors:

  78. Annual Incentives

    | (1) A target value for each NEO, which is base salary multiplied by an annual incentive target (Target Award). |

  79. Annual Incentives

    | (2) Clorox’s performance measured against pre-established corporate financial goals (Company Multiplier). The Company Multiplier can range from 0% to 200% based on an objective assessment of company performance versus goals established by the MDCC at the beginning of the year. |

  80. Annual Incentives

    | (3) Performance of the operations or functions under the NEO’s responsibility (Individual Multiplier). The Individual Multiplier can range from 0% to 150%. The Individual Multiplier is determined by the MDCC and typically has a narrow range, which makes its impact on the total payout significantly smaller than the Company Multiplier: Over the past three years, the range for Individual Multipliers for the NEOs was 95% to 110%, compared to 50% to 179% for the Company Multiplier during the same period. |

  81. Annual Incentives

    Target Award. Each year, the MDCC sets an annual incentive target level for each NEO as a percentage of their base salary, based on an assessment of median short-term incentive targets in the compensation peer group and other factors such as individual experience. The annual incentive target level is typically set near the median of short-term incentive targets for comparable positions in the compensation peer group. Company Multiplier. At the beginning of each fiscal year, the MDCC sets financial goals for the AIP based on targets approved by the Board. At the end of the year, the MDCC reviews Clorox’s results against the goals set at the beginning of the year and approves the final Company Multiplier. For fiscal year 2023, the MDCC established goals for net sales, net earnings, and gross margin to drive sustainable, profitable growth and short- and long-term total shareholder return. This combination of metrics effectively balances a focus on both top-line and bottom-line performance. Consistent with our standard practice for over a decade, fiscal year 2023 targets for our AIP metrics were set equal to

  82. Annual Incentives

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  83. Annual Incentives

    our Board-approved fiscal year 2023 budget. Setting targets equal to budget aligns the AIP with the Board’s approval of an appropriate expected outcome for the year and Clorox’s financial outlook as communicated to investors at the beginning of each fiscal year. Consistent with our Board-approved fiscal year 2023 budget, fiscal year 2023 targets for net sales and net earnings were slightly lower in absolute terms than fiscal year 2022 results, due to normalization of demand in parts of the portfolio that experienced the most significant surge over the last two years due to pandemic-related demand, and continued volatility in the business environment driven by significant inflation and supply chain challenges. The fiscal year 2023 target for gross margin was higher than fiscal year 2022 results, reflecting our expectation for the combined benefit of cost-justified pricing, cost savings, and supply chain optimization, partially offset by continued cost inflation. The MDCC believes these targets were set at challenging levels, maintaining the same level of rigor as in prior years. The targets were based on guidance provided to shareholders at the beginning of fiscal year 2023. The team delivered exceptional results despite major headwinds, reflecting strong execution against our priorities to rebuild margin and drive topline growth amid a challenging operating environment, while also undergoing major digital and operational transformation efforts to further position our business for long-term profitable growth. Results in net sales and net earnings during the fiscal year exceeded established targets, while delivering gross margin recovery above expectations, as illustrated in the table further below. In fiscal year 2023, we recognized a non-cash impairment charge in our VMS business. Under the terms of the AIP, the MDCC has discretion to consider the impacts of an impairment on the AIP and adjust the final AIP funding amount as it determines appropriate. The MDCC considered the impact of the impairment on the Company’s core business initiatives, the extent to which the impairment was related to a business acquisition made over seven years ago, and the successful efforts of the current leadership team in delivering strong financial and operational results for Clorox overall in fiscal year 2023. Balancing these factors, the MDCC determined that factoring the impairment into AIP funding would result in a payout unreflective of the current leadership team’s performance in fiscal year 2023, and therefore the impairment should not reduce the final AIP funding amount. Instead, the impairment should be treated as an adjustment consistent with the MDCC’s longstanding principles. Without the adjustment, which impacted only the Net Earnings metric at 30% weighting, the final funding amount still would have been above target. Fiscal year 2023 financial goals for the AIP, the potential range of payouts for achieving those goals, and the actual results as determined by the MDCC were as follows:

  84. Annual Incentives

    | 2023 AIP Financial Goals | Weight | Threshold (0%) | Target (100%) | Maximum (200%) | | Actual(1) | | Result(2) | | Net Sales (in millions) | 50% | $6,618 | $7,040 | | 7,463 | | 7,422 | 189% | | Net Earnings (in millions) | 30% | $343 | $418 | | 493 | | 543 | 200% | | Gross Margin | 20% | 34.1% | 38.1% | | 42.1% | | 39.5% | 125% | | Company Multiplier | | | | | | | | 179% |

  85. Annual Incentives

    | (1) Results exclude the fiscal year 2023 net impact of the following items on net sales, net earnings, and gross margin: a fiscal year 2023 non-cash impairment charge in the VMS business, expense associated with our streamlined operating model, and variance from budget in our digital transformation, foreign exchange, and accounting for equity-based compensation. |

  86. Annual Incentives

    | (2) Due to the volatility of our business environment starting in FY20 and the resulting unpredictability of results, the funding curve for each of the three AIP metrics includes a flat slope around the target value (a “landing pad”) where results slightly above and below target result in 100% funding. For fiscal year 2023, the landing pads were plus or minus 1% variance versus target for Net Sales, plus or minus 2% variance versus target for Net Earnings, and plus or minus 50 basis points versus target for Gross Margin. In fiscal year 2023, actual results for all metrics were outside the landing pad ranges, so the landing pads did not affect the final funding. |

  87. Annual Incentives

    Individual Multiplier. Consistent with our pay-for-performance philosophy, AIP payouts are determined by the Company Multiplier and an Individual Multiplier. Based on its evaluation of individual performance, the MDCC reviewed and approved the Individual Multiplier for each NEO to reflect the officer’s individual

  88. Annual Incentives

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  89. Annual Incentives

    contributions in fiscal year 2023. In determining the multiplier for individual performance, the MDCC carefully evaluates several performance factors against objectives established at the beginning of the year. Individual performance for each of our NEOs is evaluated holistically and for 2023 included contributions to company operations and strategy, position-specific business outcomes, and ESG-related achievements such as management of human capital including IDEA or management of environmental risks. As part of the holistic performance review of each member of the Clorox Executive Committee (including NEOs), the MDCC assesses our executives’ annual performance in part based on each executive’s contribution toward certain ESG-related metrics from our IGNITE scorecard for the applicable fiscal year. The IGNITE scorecard is an internal list of metrics (both ESG-related and otherwise) approved annually by the Board, reflecting areas we plan to prioritize during the year, and is intended to help align our near-term focus and facilitate progress toward our long-term strategic objectives. The IGNITE scorecard measures progress toward objectives through quantitative and qualitative key performance indicators supporting our IGNITE strategy, and, while our IGNITE scorecard is not publicly available, our progress on many of these objectives is reported publicly on the ESG Data Hub, which can be accessed at clorox.metrio.net. Clorox has integrated ESG into our IGNITE strategy because we believe in the strategic link between our societal impact and value creation. We strive to maintain top-third ESG leadership among our peer companies by driving continued progress against our goals while considering emerging stakeholder expectations. See Our Corporate Purpose and Values, IGNITE Strategy and Integrated ESG Approach in this proxy statement for more information about IGNITE. We hold ourselves accountable by ensuring ESG components of our IGNITE scorecard link to executive compensation. The full Board assesses the Company’s performance on the IGNITE scorecard, including our ESG accomplishments. At the beginning of fiscal year 2023, goals related to ESG metrics from the IGNITE scorecard relevant to each NEO’s role and responsibilities were embedded in each NEOs’ fiscal year 2023 priorities. Scorecard results, and the executive’s role in achieving such results, informed the MDCC’s assessment of individual performance and the Individual Multiplier for each executive. We expect the MDCC’s philosophy on the incorporation of ESG-related metrics into the assessment of individual performance will evolve over time as we consider ways to best align the compensation of our NEOs with our long-term goals. A performance summary for each NEO for fiscal year 2023 is provided in the table below.

  90. Annual Incentives

    | Name | Individual Multiplier | Performance Summary | | Linda Rendle | 100% | Linda continued to provide strong leadership in the midst of a persistently challenging macroenvironment. She activated an organizational transformation to supplement the existing digital transformation and the Company delivered at or above expectations for the year on these initiatives, both of which will also generate substantial ongoing value. Concurrently, Clorox generated operational improvements and delivered top- and bottom-line results that significantly exceeded the plan for the year while rebuilding margins through record cost savings, improvement in supply chain performance, and four cost-justified rounds of price increases to partially offset the inflationary impact on the cost of goods sold, all while holding market share. In addition to the operational improvements these actions created, the Company’s cash position also improved. Progress against the IGNITE strategy continued, including advancement against critical ESG-related items, including movement toward long-term packaging and zero-waste-to-landfill goals, again achieving pay equity globally and maintaining our superior safety track record. | | Kevin Jacobsen | 100% | Kevin continued to guide the Company through persistently elevated inflation and volatility in the midst of significant organizational transformation. Financial results exceeded targets, with top-line growth at 4% and over 350 bps of gross margin improvement, and we improved our cash position through reduced working capital, early debt refinancing, credit facility extension and asset sales. In addition to supporting the company’s transformation broadly, Kevin drove significant change to streamline our real estate portfolio and make his organization leaner and faster. We are also tracking well toward our enterprise resource planning implementation. Kevin continued to serve as the executive sponsor for our HOLA ERG. |

  91. Annual Incentives

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  92. Annual Incentives

    | Name | Individual Multiplier | Performance Summary | | Eric Reynolds | 100% | Eric led significant gains in operational performance, with service generally back to pre-pandemic levels. Our financial results for the year were very strong, both top- and bottom-line as we made significant progress to drive growth and rebuild margin through record cost-justified cost savings, pricing, and other targeted actions. In parallel, Eric led organizational transformation to a business unit-led operating model with significant new capabilities being built. In addition to providing excellent leadership for our organizational transformation, Eric is leading Elevate, our $500 million digital transformation with progress on track and value delivery ahead of schedule in fiscal year 2023. Under his leadership, we transitioned two more plants to zero waste to landfill. Eric is an executive sponsor for two ERGs, PRIDE and Interfaith. | | Stacey Grier | 100% | Stacey provided significant enterprise leadership for our organizational transformation as well as driving both savings and new ways of working to become more consumer-obsessed, faster and leaner in our growth functions. She led the commercial pillar of our Elevate program, which delivered value ahead of schedule in fiscal year 2023. Stacey contributed to short- and long-term growth with excellent results from personalization, including strong ROI on advertising and superior consumer value overall across the portfolio with sustainable innovation comprising 35% of significant launches for fiscal year 2023 and projected at over 40% for fiscal year 2024 based on the current pipeline, all in the midst of four rounds of cost-justified pricing. Stacey is an executive sponsor for our SHOW (women’s) ERG. | | Kirsten Marriner | 100% | Kirsten continued to lead our people agenda as well as leading our organizational transformation initiative, which is on track to deliver ongoing annual savings of $75-100 million and began to hit the bottom line in fiscal year 2023. During our digital and organizational transformation, our engagement and inclusion index results have both increased while voluntary turnover has significantly decreased and retention actions have resulted in better retention of key talent. In support of transformation and the desired culture change, core elements of the talent model were updated during the fiscal year. The company continued to deliver on our commitment to fair and equitable pay, resulting in continued achievement of pay equity globally and Kirsten sponsors our CelebrAsia ERG. |

  93. Annual Incentives

    Final AIP payouts. The AIP funded at a 179% Company Multiplier, reflecting our achievement on each of the three performance metrics.

  94. Annual Incentives

    | NEO | Base Salary | Annual Incentive Target (% of Salary) | Company Multiplier | Individual Multiplier | Final Annual Incentive Plan Payout | | Linda Rendle | $1,125,000 | 155% | 179% | 100% | $3,121,313 | | Kevin Jacobsen | $740,000 | 95% | 179% | 100% | $1,258,370 | | Eric Reynolds | $740,000 | 105% | 179% | 100% | $1,390,830 | | Stacey Grier | $675,000 | 90% | 179% | 100% | $1,087,425 | | Kirsten Marriner | $650,000 | 85% | 179% | 100% | $988,975 |

  95. Long-Term Incentives

    Long-Term Incentives We provide long-term, equity-based incentive compensation to our NEOs, which aligns Clorox’s performance and executive officer compensation with the interests of our shareholders. These incentive awards also support the achievement of our long-term corporate financial goals. Equity awards are granted under Clorox’s 2005 Stock Incentive Plan. The MDCC annually reviews the costs of, and potential shareholder dilution attributable to, our long-term incentive program to ensure the overall program is financially efficient and appropriate in context of our compensation peer group. The MDCC also seeks to calibrate the long-term incentive program design to drive performance and deliver awards that are competitive with the compensation peer group. Actual long-term incentive award targets for individual NEOs may vary from the median based on a variety of factors, such as the NEO’s performance over time, individual experience, critical nature of their role, and expected future contributions.

  96. Long-Term Incentives

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  97. Long-Term Incentives

    | Name | Target Value | | Linda Rendle | $7,000,000 | | Kevin Jacobsen | $2,200,000 | | Eric Reynolds | $2,500,000 | | Stacey Grier | $1,600,000 | | Kirsten Marriner | $1,500,000 |

  98. Long-Term Incentives

    For fiscal year 2023, NEOs received 60% of the value of their total annual long-term incentive award in PSUs, 20% in stock options, and 20% in RSUs. This equity mix balances reinforcement of long-term company performance with retention value and alignment to peers’ weighting of equity types. Like annual incentive awards, actual long-term incentive award payouts vary from the target based on how Clorox performs against pre-established performance targets (for PSUs) and based on changes in the market price of our common stock (for all equity types). From time to time, we grant additional time-based RSUs for special purposes for both executive and non-executive officers, such as in connection with a promotion or as a replacement for compensation forfeited at a prior employer by an externally recruited executive. No NEOs received such additional RSUs in fiscal year 2023. Performance share units. PSUs align the interests of our NEOs with the interests of our shareholders because the number of shares earned and the shares’ potential value are tied to the achievement of performance targets, as well as changes in Clorox stock price. PSUs pay out after a three-year performance period only if Clorox meets pre-established financial performance goals. The performance metric for the fiscal year 2023 awards, granted in September 2022, is EP during the performance period of July 2022 through June 2025. This metric directly supports our corporate strategy and long-term financial goals and correlates to stock price performance over the long term. Solely for purposes of the PSU performance metric, EP is defined as earnings before interest and taxes, adjusted for non-cash restructuring charges, times one minus the tax rate, less capital charge. This internal calculation of EP for the PSU performance metric differs from, and therefore may not reconcile with, the external calculation of EP used in our press releases and SEC filings. The EP target for the first year of the performance period was set as a base dollar value, with EP growth rate targets set for the second and third years. Performance against target (whether dollar value or growth rate) will be measured for each year, generating three annual payout percentages. The three annual payout percentages will be averaged to determine the final payout percentage for the fiscal year 2023 awards. The payout percentage ranges from 0%, if the threshold EP value or growth target is not achieved, to a maximum of 200% of the target number of shares. For the fiscal year 2021 awards, granted in September 2020, the performance metric was EP growth during the performance period of July 2020 through June 2023. EP performance was measured relative to an annual growth rate target established at the beginning of the cycle and held constant throughout the three-year period. The MDCC approved payout levels tied to a 4% average annual EP growth target for the three-year performance period from July 2020 through June 2023. In August 2023, the MDCC certified a final payout for the 2020 PSUs at 86% of target, based on the average of the annual payout percentages for the three fiscal years in the performance period.

  99. Long-Term Incentives

    | 66 | THE CLOROX COMPANY - 2023 Proxy Statement |

  100. Long-Term Incentives

    | Performance share units | Annual EP Growth | | | Adjusted(1) | | | | Threshold (0%) | Target (100%) | Maximum (200%) | Actual EP Growth | Payout | | FY21 Economic Profit Growth Rate | -11.0% | 4.0% | 11.5% | -2.3% | 58% | | FY22 Economic Profit Growth Rate | -11.0% | 4.0% | 11.5% | -56.0% | 0% | | FY23 Economic Profit Growth Rate | -11.0% | 4.0% | 11.5% | 49.1% | 200% | | Three-Year Average Annual Economic Profit Growth Rate | | 4.0% | | | 86% |

  101. Long-Term Incentives

    | (1) In accordance with predetermined criteria established by the MDCC at the time initial awards were approved, annual growth rates were adjusted for the impacts of the following Events (as defined in the 2020 PSU award agreements): non-cash impairment charges in the VMS business, acquisition of a majority share in a joint venture in the Kingdom of Saudi Arabia, and our digital transformation and streamlined operating model. For the three-year performance period ended June 30, 2023, the impact of other defined Events (a non-cash charge related to investments and arrangements made with a Professional Products business unit supplier, the net impact of an insurance settlement for hurricanes during fiscal year 2018, and closure of our Dominican Republic business) was too small to affect the final payout. |

  102. Long-Term Incentives

    Stock options. Stock options align the interests of our NEOs with those of our shareholders because the options only have value if the price of Clorox stock increases after the stock options are granted. Stock options vest in 25% increments over a four-year period, beginning one year from the date of grant, and expire ten years from the date of grant. Restricted stock units. RSUs align the interests of our NEOs with those of our shareholders because the value of RSUs increases or decreases as the price of Clorox stock changes. RSUs vest in 25% increments over a four-year period, beginning one year from the date of grant.

  103. Retirement Plans

    Nonqualified Deferred Compensation Plan. Under the Nonqualified Deferred Compensation Plan (the NQDC), eligible employees may voluntarily defer receipt of up to 50% of base salary and up to 100% of their annual incentive awards. Deferred amounts can be invested in a manner that generally mirrors the funds available in the 401(k) Plan. The NQDC permits Clorox to contribute amounts that exceed the IRC compensation limits in the tax-qualified plan through a 401(k) restoration provision for those employees deferring at required levels in the plan. Executive Retirement Plan. Only certain senior-level executives participate in the Executive Retirement Plan (ERP). Under the ERP, Clorox makes an annual contribution of 5% of an eligible participant’s base salary and annual incentive award into the plan. Further details about the provisions of the Pension Plan, NQDC, and ERP are provided in the Overview of Pension Benefits and the Overview of the Nonqualified Deferred Compensation Plans sections below.

  104. Post-Termination Compensation

    Post-Termination Compensation Clorox has a severance plan (the Severance Plan) that provides our NEOs with post-termination payments if the NEOs’ employment is terminated by Clorox other than for cause. These payments are intended to provide a measure of financial security following the loss of employment, which is important to attract and retain executives. The severance benefits are designed to be competitive with the compensation peer group and external market practices. Clorox also has an Executive Change in Control Severance Plan (the CIC Plan), which provides severance benefits to certain eligible executives of Clorox, including all NEOs, if their employment with Clorox is involuntarily terminated in connection with a change in control of Clorox. In addition to helping mitigate the financial impact associated with termination after a change in control, these benefits further align the interests of our executive officers with the interests of our shareholders by providing incentives for retention, for business continuity purposes. Under the CIC Plan, NEOs are eligible for change in control severance benefits if their employment is terminated in connection with a change in control, either by Clorox without cause or by the NEO for good reason. See the Potential Payments Upon Termination or Change in Control section for additional information.

  105. SUMMARY COMPENSATION TABLE – FISCAL YEAR 2023

    SUMMARY COMPENSATION TABLE – FISCAL YEAR 2023 The following table sets forth the compensation earned, paid, or awarded to our NEOs for the fiscal years ended June 30, 2023, 2022, and 2021.

  106. SUMMARY COMPENSATION TABLE – FISCAL YEAR 2023

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2)(3) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Linda Rendle Chief Executive Officer | 2023 | 1,168,269 | — | 5,599,719 | 1,399,981 | 3,121,313 | 1,293 | 359,076 | 11,649,650 | | | 2022 | 1,111,538 | — | 4,919,815 | 1,229,989 | 843,750 | 1,098 | 428,618 | 8,534,808 | | | 2021 | 1,006,250 | — | 3,999,753 | 1,000,180 | 1,526,132 | 833 | 366,161 | 7,899,309 | | Kevin Jacobsen Executive Vice President and Chief Financial Officer | 2023 | 768,462 | — | 1,759,750 | 439,988 | 1,258,370 | 6,051 | 196,330 | 4,428,950 | | | 2022 | 729,231 | — | 1,599,869 | 399,996 | 333,000 | — | 231,809 | 3,293,904 | | | 2021 | 654,038 | — | 1,361,356 | 340,450 | 617,400 | 7,423 | 277,187 | 3,257,854 | | Eric Reynolds Executive Vice President and Chief Operating Officer | 2023 | 768,462 | — | 1,999,819 | 499,974 | 1,390,830 | 2,869 | 192,340 | 4,854,294 | | | 2022 | 729,231 | — | 1,839,792 | 459,998 | 370,000 | 1,844 | 239,785 | 3,640,651 | | | 2021 | 700,000 | — | 1,679,713 | 420,084 | 720,300 | 2,245 | 286,907 | 3,809,250 | | Stacey Grier Executive Vice President and Chief Growth & Strategy Officer | 2023 | 700,962 | — | 1,279,895 | 319,989 | 1,087,425 | — | 170,061 | 3,558,332 | | Kirsten Marriner Executive Vice President and Chief People & Corporate Affairs Officer | 2023 | 675,000 | — | 1,199,920 | 299,984 | 988,975 | — | 191,513 | 3,355,392 | | | 2022 | 643,269 | — | 1,039,776 | 259,989 | 260,000 | — | 204,913 | 2,407,947 | | | 2021 | 587,885 | — | 959,958 | 240,048 | 489,992 | — | 250,310 | 2,528,192 |

  107. SUMMARY COMPENSATION TABLE – FISCAL YEAR 2023

    | (1) Reflects actual salary earned for fiscal years 2023, 2022, and 2021. In fiscal year 2023, due to Clorox’s payroll calendar, NEOs received 27 biweekly salary payments rather than the usual 26. |

  108. SUMMARY COMPENSATION TABLE – FISCAL YEAR 2023

    | (2) The amounts reflected in these columns are the values determined under FASB ASC Topic 718 for the awards granted in the fiscal years ended June 30, 2023, 2022, and 2021, in accordance with the applicable accounting standard. The assumptions made in valuing stock awards and option awards reported in these columns are discussed in Note 1, Summary of Significant Accounting Policies under subsection “Stock-Based Compensation”, and in Note 14, Stock-Based Compensation Plans, to the Clorox consolidated financial statements for the three years in the period ended June 30, 2023, included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2023. Additional information regarding the stock awards and option awards granted to our NEOs during fiscal year 2023 is set forth in the Grants of Plan-Based Awards table. |

  109. SUMMARY COMPENSATION TABLE – FISCAL YEAR 2023

    | (3) The grant date fair value of the PSU awards reflected in this column is the target payout based on the probable outcome of the performance-based conditions, determined as of the grant date. The maximum potential payout of the PSU awards would be 200% of the target shares awarded on the grant date. The maximum value of the PSU award for 2023 determined as of the date of grant for each respective NEO is presented in the following table. See the Grants of Plan-Based Awards table for more information about the PSUs granted under the 2005 Stock Incentive Plan. |

  110. SUMMARY COMPENSATION TABLE – FISCAL YEAR 2023

    | | Linda Rendle | Kevin Jacobsen | Eric Reynolds | Stacey Grier | Kirsten Marriner | | Maximum PSU Value | 8,399,720 | 2,639,767 | 2,999,799 | 1,919,984 | 1,799,879 |

  111. SUMMARY COMPENSATION TABLE – FISCAL YEAR 2023

    | 70 | THE CLOROX COMPANY - 2023 Proxy Statement |

  112. SUMMARY COMPENSATION TABLE – FISCAL YEAR 2023

    | (4) Reflects annual incentive awards earned for fiscal years 2023, 2022, and 2021 and paid out in September 2023, September 2022, and September 2021, respectively, under the AIP. Information about the AIP is set forth in the Compensation Discussion and Analysis section of this proxy statement under Annual Incentives. |

  113. SUMMARY COMPENSATION TABLE – FISCAL YEAR 2023

    | (5) The amounts reflect the aggregate change in the present value of accumulated benefits during fiscal years 2023, 2022, and 2021 under the Pension Plan and the cash balance restoration provision of the NQDC. The Pension Plan and the cash balance restoration provision of the NQDC are frozen benefits. Refer to the Pension Benefits table for further information. Each plan amount in fiscal year 2023 is set forth in the following table: |

  114. SUMMARY COMPENSATION TABLE – FISCAL YEAR 2023

    | | Linda Rendle | Kevin Jacobsen | Eric Reynolds | Stacey Grier | Kirsten Marriner | | The Pension Plan | 1,293 | 3,410 | 2,529 | — | — | | Cash Balance Restoration | — | 2,641 | 340 | — | — | | Total | 1,293 | 6,051 | 2,869 | — | — |

  115. SUMMARY COMPENSATION TABLE – FISCAL YEAR 2023

    | (6) The amounts shown in the All Other Compensation column represent (i) actual company contributions under the 401(k) Plan, (ii) nonqualified contributions under the NQDC and ERP, (iii) contributions to health savings accounts under our medical benefit plan, and (iv) perquisites provided to our NEOs: |

  116. SUMMARY COMPENSATION TABLE – FISCAL YEAR 2023

    | | Linda Rendle | Kevin Jacobsen | Eric Reynolds | Stacey Grier | Kirsten Marriner | | The Clorox Company 401(k) Plan | 30,500 | 31,775 | 30,500 | 30,677 | 30,890 | | Nonqualified Deferred Compensation Plan | 264,882 | 130,382 | 136,250 | 104,125 | 106,020 | | Health Savings Account Contribution | — | 1,000 | 1,000 | — | 2,000 | | Company-Paid Perquisites | 63,694 | 33,173 | 24,590 | 35,260 | 52,603 | | Total | 359,076 | 196,330 | 192,340 | 170,061 | 191,513 |

  117. SUMMARY COMPENSATION TABLE – FISCAL YEAR 2023

    The following table sets forth the perquisites provided to our NEOs and the cost to Clorox for providing these perquisites during fiscal year 2023.

  118. SUMMARY COMPENSATION TABLE – FISCAL YEAR 2023

    | | Linda Rendle | Kevin Jacobsen | Eric Reynolds | Stacey Grier | Kirsten Marriner | | Executive Automobile Program | 19,156 | 6,754 | 13,200 | 13,200 | 13,200 | | Basic Financial Planning | 17,490 | 17,490 | 5,750 | 16,420 | 28,913 | | Paid Parking at Oakland Headquarters | 4,200 | 3,360 | 4,200 | 4,200 | 4,200 | | Annual Executive Physical | — | 4,129 | — | — | 4,850 | | Health Club Allowance | 1,440 | 1,440 | 1,440 | 1,440 | 1,440 | | Personal Security | 21,408 | — | — | — | — | | Total | 63,694 | 33,173 | 24,590 | 35,260 | 52,603 |

  119. SUMMARY COMPENSATION TABLE – FISCAL YEAR 2023

    | THE CLOROX COMPANY - 2023 Proxy Statement | 71 |

  120. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2023

    GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2023 This table shows grants of plan-based awards to the NEOs during fiscal year 2023.

  121. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2023

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Possible Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Linda Rendle | | | | | | | | | | | | | Annual Incentive Plan(1) | | — | 1,743,750 | 5,231,250 | | | | | | | | | Performance Share Units(2) | 9/21/2022 | | | | — | 29,723 | 59,446 | | | | 4,199,860 | | Restricted Stock Units(3) | 9/21/2022 | | | | | | | 9,907 | | | 1,399,859 | | Stock Options(4) | 9/21/2022 | | | | | | | | 51,928 | 141.30 | 1,399,981 | | Kevin Jacobsen | | | | | | | | | | | | | Annual Incentive Plan(1) | | — | 703,000 | 2,109,000 | | | | | | | | | Performance Share Units(2) | 9/21/2022 | | | | — | 9,341 | 18,682 | | | | 1,319,883 | | Restricted Stock Units(3) | 9/21/2022 | | | | | | | 3,113 | | | 439,867 | | Stock Options(4) | 9/21/2022 | | | | | | | | 16,320 | 141.30 | 439,988 | | Eric Reynolds | | | | | | | | | | | | | Annual Incentive Plan(1) | | — | 777,000 | 2,331,000 | | | | | | | | | Performance Share Units(2) | 9/21/2022 | | | | — | 10,615 | 21,230 | | | | 1,499,900 | | Restricted Stock Units(3) | 9/21/2022 | | | | | | | 3,538 | | | 499,919 | | Stock Options(4) | 9/21/2022 | | | | | | | | 18,545 | 141.30 | 499,974 | | Stacey Grier | | | | | | | | | | | | | Annual Incentive Plan(1) | | — | 607,500 | 1,822,500 | | | | | | | | | Performance Share Units(2) | 9/21/2022 | | | | — | 6,794 | 13,588 | | | | 959,992 | | Restricted Stock Units(3) | 9/21/2022 | | | | | | | 2,264 | | | 319,903 | | Stock Options(4) | 9/21/2022 | | | | | | | | 11,869 | 141.30 | 319,989 | | Kirsten Marriner | | | | | | | | | | | | | Annual Incentive Plan(1) | | — | 552,500 | 1,657,500 | | | | | | | | | Performance Share Units(2) | 9/21/2022 | | | | — | 6,369 | 12,738 | | | | 899,940 | | Restricted Stock Units(3) | 9/21/2022 | | | | | | | 2,123 | | | 299,980 | | Stock Options(4) | 9/21/2022 | | | | | | | | 11,127 | 141.30 | 299,984 |

  122. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2023

    | (1) Represents estimated possible payouts of annual incentive awards for fiscal year 2023 under the AIP for each of our NEOs. The AIP is an annual cash incentive opportunity and, therefore, awards are earned in the year of grant. The target amounts represent the potential payout if both company performance, based on financial metrics, and individual performance are at target levels. The maximum amount represents the maximum payout under the AIP using a Company Multiplier of 200% and an Individual Multiplier of 150% for each NEO. See the Summary Compensation Table for the actual payout amounts in fiscal year 2023 under the AIP. See “Annual Incentives” in the Compensation Discussion and Analysis section for additional information about the AIP. |

  123. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2023

    | (2) Represents possible future payouts of Clorox common stock underlying PSUs awarded in fiscal year 2023 to each of our NEOs as part of their participation in the 2005 Stock Incentive Plan. These awards will vest upon the achievement of performance measures based on economic profit growth over a three-year period, with the threshold, target, and maximum awards equal to 0%, 100%, and 200%, respectively, of the number of PSUs granted. If the minimum financial goals are not met at the end of the three-year period, no PSU awards will be paid out under the 2005 Stock Incentive Plan. See Long-Term Incentives in the Compensation Discussion and Analysis section for additional information. |

  124. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2023

    | (3) Represents RSUs awarded to each of our NEOs under the 2005 Stock Incentive Plan. All RSUs vest in equal installments on October 5th following the first, second, third, and fourth anniversaries of the grant date. |

  125. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2023

    | (4) Represents stock options awarded to each of our NEOs under the 2005 Stock Incentive Plan. All stock options vest in equal installments on October 5th following the first, second, third, and fourth anniversaries of the grant date. |

  126. GRANTS OF PLAN-BASED AWARDS – FISCAL YEAR 2023

    | 72 | THE CLOROX COMPANY - 2023 Proxy Statement |

  127. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2023

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2023 The following equity awards granted to our NEOs were outstanding as of the end of fiscal year 2023.

  128. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2023

    | Name | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options- Exercisable (#) | Number of Securities Underlying Unexercised Options- Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Linda Rendle | | | | | | | | | | | Stock Options(2) | 12,360 | — | | 111.60 | 9/15/2025 | | | | | | | 14,560 | — | | 123.09 | 9/13/2026 | | | | | | | 20,470 | — | | 135.57 | 9/12/2027 | | | | | | | 19,040 | — | | 151.85 | 9/18/2028 | | | | | | | 6,932 | — | | 154.88 | 1/7/2029 | | | | | | | 37,466 | 12,489(3) | | 155.54 | 9/17/2029 | | | | | | | 16,158 | 16,158(4) | | 212.38 | 9/22/2030 | | | | | | | 13,806 | 41,418(5) | | 163.77 | 9/21/2031 | | | | | | | — | 51,928(6) | | 141.30 | 9/20/2032 | | | | | | Performance Share Units(2) | | | | | | | | 12,148(7) | 1,931,938 | | | | | | | | | | 22,531(8) | 3,583,330 | | | | | | | | | | 29,723(9) | 4,727,146 | | Restricted Stock Units(2) | | | | | | 2,354(10) | 374,380 | | | | | | | | | | 5,633(11) | 895,872 | | | | | | | | | | 9,907(12) | 1,575,609 | | | | Kevin Jacobsen | | | | | | | | | | | Stock Options(2) | 2,458 | — | | 135.57 | 9/12/2027 | | | | | | | 5,580 | — | | 128.69 | 4/2/2028 | | | | | | | 29,120 | — | | 151.85 | 9/18/2028 | | | | | | | 26,226 | 8,742(3) | | 155.54 | 9/17/2029 | | | | | | | 5,500 | 5,500(4) | | 212.38 | 9/22/2030 | | | | | | | 4,489 | 13,470(5) | | 163.77 | 9/21/2031 | | | | | | | — | 16,320(6) | | 141.30 | 9/20/2032 | | | | | | Performance Share Units(2) | | | | | | | | 4,135(7) | 657,611 | | | | | | | | | | 7,327(8) | 1,165,286 | | | | | | | | | | 9,341(9) | 1,485,593 | | Restricted Stock Units(2) | | | | | | 747(10) | 118,803 | | | | | | | | | | 1,768(11) | 281,183 | | | | | | | | | | 3,113(12) | 495,092 | | | | Eric Reynolds | | | | | | | | | | | Stock Options(2) | 15,210 | — | | 111.60 | 9/15/2025 | | | | | | | 15,470 | — | | 123.09 | 9/13/2026 | | | | | | | 16,380 | — | | 135.57 | 9/12/2027 | | | | | | | 13,440 | — | | 151.85 | 9/18/2028 | | | | | | | 5,942 | — | | 154.88 | 1/7/2029 | | | | | | | 24,352 | 8,118(3) | | 155.54 | 9/17/2029 | | | | | | | 6,786 | 6,787(4) | | 212.38 | 9/22/2030 | | | | | | | 5,163 | 15,490(5) | | 163.77 | 9/21/2031 | | | | | | | — | 18,545(6) | | 141.30 | 9/20/2032 | | | | | | Performance Share Units(2) | | | | | | | | 5,102(7) | 811,346 | | | | | | | | | | 8,426(8) | 1,340,071 | | | | | | | | | | 10,615(9) | 1,688,210 | | Restricted Stock Units(2) | | | | | | 937(10) | 149,020 | | | | | | | | | | 2,032(11) | 323,169 | | | | | | | | | | 3,538(12) | 562,684 | | |

  129. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2023

    | THE CLOROX COMPANY - 2023 Proxy Statement | 73 |

  130. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2023

    | Name | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options- Exercisable (#) | Number of Securities Underlying Unexercised Options- Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Stacey Grier | | | | | | | | | | | Stock Options(2) | 2,930 | — | | 135.57 | 9/12/2027 | | | | | | | 2,150 | — | | 151.85 | 9/18/2028 | | | | | | | 3,961 | — | | 154.88 | 1/7/2029 | | | | | | | 9,366 | 3,122(3) | | 155.54 | 9/17/2029 | | | | | | | 1,939 | 1,939(4) | | 212.38 | 9/22/2030 | | | | | | | 1,795 | 5,388(5) | | 163.77 | 9/21/2031 | | | | | | | 726 | 2,181(13) | | 127.62 | 3/14/2032 | | | | | | | — | 11,869(6) | | 141.30 | 9/20/2032 | | | | | | Performance Share Units(2) | | | | | | | | 1,458(7) | 231,833 | | | | | | | | | | 2,930(8) | 465,987 | | | | | | | | | | 1,410(14) | 224,246 | | | | | | | | | | 6,794(9) | 1,080,518 | | Restricted Stock Units(2) | | | | | | 283(10) | 45,008 | | | | | | | | | | 732(11) | 116,417 | | | | | | | | | | 353(15) | 56,141 | | | | | | | | | | 2,264(12) | 360,067 | | | | Kirsten Marriner | | | | | | | | | | | Stock Options(2) | 6,143 | — | | 135.57 | 9/12/2027 | | | | | | | 19,040 | — | | 151.85 | 9/18/2028 | | | | | | | 17,796 | 5,932(3) | | 155.54 | 9/17/2029 | | | | | | | 3,878 | 3,878(4) | | 212.38 | 9/22/2030 | | | | | | | 2,918 | 8,755(5) | | 163.77 | 9/21/2031 | | | | | | | — | 11,127(6) | | 141.30 | 9/20/2032 | | | | | | Performance Share Units(2) | | | | | | | | 2,915(7) | 463,665 | | | | | | | | | | 4,762(8) | 757,348 | | | | | | | | | | 6,369(9) | 1,012,926 | | Restricted Stock Units(2) | | | | | | 565(10) | 89,858 | | | | | | | | | | 1,191(11) | 189,417 | | | | | | | | | | 2,123(12) | 337,642 | | |

  131. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2023

    | (1) Represents the unvested “target” number of PSUs under the 2005 Stock Incentive Plan multiplied by the closing price of our common stock on June 30, 2023, except as noted below in footnote (7). The ultimate value will depend on whether performance criteria are met and the value of our common stock on the actual vesting date. |

  132. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2023

    | (2) Awards were granted under the 2005 Stock Incentive Plan. |

  133. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2023

    | (3) Represents the unvested portion of stock options granted on September 17, 2019, which vest in four equal installments on September 17, 2020 and 2021, and September 13, 2022 and 2023. |

  134. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2023

    | (4) Represents the unvested portion of stock options granted on September 22, 2020, which vest in four equal installments on September 22, 2021 and September 13, 2022, 2023, and 2024. |

  135. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2023

    | (5) Represents the unvested portion of stock options granted on September 21, 2021, which vest in four equal installments on October 5th following the first, second, third, and fourth anniversaries of the grant date. |

  136. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2023

    | (6) Represents the unvested portion of stock options granted on September 20, 2022, which vest in four equal installments on October 5th following the first, second, third, and fourth anniversaries of the grant date. |

  137. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2023

    | (7) Represents the actual number of PSUs that were paid out under our 2005 Stock Incentive Plan. The awards have a three-year performance period (fiscal years 2021 through 2023). Performance is based on achievement of economic profit growth goals. After completion of fiscal year 2023, the MDCC determined whether the performance measures had been achieved and based on the results, on August 10, 2023, the MDCC approved the payout of this award at 86% of target. |

  138. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2023

    | 74 | THE CLOROX COMPANY - 2023 Proxy Statement |

  139. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2023

    | (8) Represents the “target” number of PSUs that can be earned under our 2005 Stock Incentive Plan. The awards have a three-year performance period (fiscal years 2022 through 2024). Performance is based on achievement of economic profit growth goals. The MDCC will determine whether the performance measures have been achieved after the completion of fiscal year 2024. |

  140. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2023

    | (9) Represents the “target” number of PSUs that can be earned under our 2005 Stock Incentive Plan. The awards have a three-year performance period (fiscal years 2023 through 2025). Performance is based on achievement of economic profit growth goals. The MDCC will determine whether the performance measures have been achieved after the completion of fiscal year 2025. |

  141. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2023

    | (10) Represents unvested portion of RSUs granted on September 22, 2020, which vest in four equal installments on September 22, 2021 and September 13, 2022, 2023, and 2024. |

  142. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2023

    | (11) Represents unvested portion of RSUs granted on September 21, 2021, which vest in four equal installments on October 5th following the first, second, third, and fourth anniversaries of the grant date. |

  143. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2023

    | (12) Represents unvested portion of RSUs granted on September 20, 2022, which vest in four equal installments on October 5th following the first, second, third, and fourth anniversaries of the grant date. |

  144. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2023

    | (13) Represents unvested one-time off-cycle stock option award granted to Ms. Grier when she was promoted to Executive Vice President and Chief Growth & Strategy Officer, effective March 21, 2022. These options vest in four equal installments beginning one year from the March 21, 2022 grant date. |

  145. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2023

    | (14) Represents unvested one-time off-cycle PSU award granted to Ms. Grier when she was promoted to Executive Vice President and Chief Growth & Strategy Officer, effective March 21, 2022. These PSUs vest at the end of a three-year performance period (fiscal years 2022 through 2024). Performance is based on achievement of economic profit growth goals. The MDCC will determine whether the performance measures have been achieved after the completion of fiscal year 2024. |

  146. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2023

    | (15) Represents unvested one-time off-cycle RSU award granted to Ms. Grier when she was promoted to Executive Vice President and Chief Growth & Strategy Officer, effective March 21, 2022. These RSUs vest in four equal installments beginning one year from the March 21, 2022 grant date. |

  147. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END – 2023

    | THE CLOROX COMPANY - 2023 Proxy Statement | 75 |

  148. OPTION EXERCISES AND STOCK VESTED – FISCAL YEAR 2023

    OPTION EXERCISES AND STOCK VESTED – FISCAL YEAR 2023 This table shows stock options exercised and stock vested for the NEOs during fiscal year 2023.

  149. OPTION EXERCISES AND STOCK VESTED – FISCAL YEAR 2023

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($)(4) | | Linda Rendle | 10,785 | 734,689 | 9,449(5) | 1,430,798 | | Kevin Jacobsen | — | — | 5,499(6) | 850,309 | | Eric Reynolds | — | — | 5,391(7) | 828,938 | | Stacey Grier | — | — | 2,203 | 315,305 | | Kirsten Marriner | — | — | 3,681 | 525,017 |

  150. OPTION EXERCISES AND STOCK VESTED – FISCAL YEAR 2023

    | (1) The number of shares represents the exercise of nonqualified stock options granted in previous years under Clorox’s 2005 Stock Incentive Plan. |

  151. OPTION EXERCISES AND STOCK VESTED – FISCAL YEAR 2023

    | (2) The dollar value realized reflects the difference between the market price of Clorox common stock upon exercise and the stock option exercise price. |

  152. OPTION EXERCISES AND STOCK VESTED – FISCAL YEAR 2023

    | (3) The number of shares represents the vesting of RSUs, PSUs, and dividend equivalent units granted through participation in Clorox’s 2005 Stock Incentive Plan. |

  153. OPTION EXERCISES AND STOCK VESTED – FISCAL YEAR 2023

    | (4) The dollar value realized reflects the market value of the vested shares and dividend equivalent units based on the closing price of Clorox common stock on the vesting date. For deferred shares, the dollar value realized reflects the market value of the vested shares and dividend equivalent units based on the closing price of Clorox common stock on June 30, 2023. |

  154. OPTION EXERCISES AND STOCK VESTED – FISCAL YEAR 2023

    | (5) 6,254 of these shares have been deferred and will be distributed over five annual installments starting five years after the vesting date. |

  155. OPTION EXERCISES AND STOCK VESTED – FISCAL YEAR 2023

    | (6) 4,378 of these shares have been deferred and will be distributed over five annual installments immediately after separation (subject to any required delay in payment due to IRC Section 409a). |

  156. OPTION EXERCISES AND STOCK VESTED – FISCAL YEAR 2023

    | (7) 4,065 of these shares have been deferred and will be distributed over five annual installments starting five years after the vesting date. |

  157. OPTION EXERCISES AND STOCK VESTED – FISCAL YEAR 2023

    | 76 | THE CLOROX COMPANY - 2023 Proxy Statement |

  158. PENSION BENEFITS – FISCAL YEAR 2023

    PENSION BENEFITS – FISCAL YEAR 2023

  159. PENSION BENEFITS – FISCAL YEAR 2023

    | Name(1) | Plan Name | Number of Years of Credited Service (#)(2) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Linda Rendle | The Clorox Company Pension Plan(3) | 20 | 55,826 | — | | Kevin Jacobsen | The Clorox Company Pension Plan(3) | 27 | 147,317 | — | | | Cash Balance Restoration(4) | 27 | 50,975 | — | | Eric Reynolds | The Clorox Company Pension Plan(3) | 24 | 109,260 | — | | | Cash Balance Restoration(4) | 24 | 2,625 | — | | Stacey Grier | The Clorox Company Pension Plan(3) | — | — | — | | Kirsten Marriner | The Clorox Company Pension Plan(3) | — | — | — |

  160. PENSION BENEFITS – FISCAL YEAR 2023

    | (1) Only Messrs. Jacobsen and Reynolds participate in the cash balance restoration provision of the NQDC. Mses. Grier and Marriner do not participate in any of the pension plans. |

  161. PENSION BENEFITS – FISCAL YEAR 2023

    | (2) Number of years of credited service is rounded down to the nearest whole number. |

  162. PENSION BENEFITS – FISCAL YEAR 2023

    | (3) The Pension Plan was frozen effective June 30, 2011. Participants keep their accumulated pay credits and receive only quarterly interest credits after that date. |

  163. PENSION BENEFITS – FISCAL YEAR 2023

    | (4) The cash balance restoration provision in the NQDC was eliminated effective June 30, 2011, when the Pension Plan was frozen. Participants keep their accumulated pay credits but no contributions were made under this provision after June 30, 2011. |

  164. Overview of Pension Benefits

    Overview of Pension Benefits Pension benefits may be paid to the NEOs under the Pension Plan or the cash balance restoration provision of the NQDC. Effective June 30, 2011, the Pension Plan and the cash balance restoration provision under the NQDC were frozen. In fiscal year 2023, we began to transition administration of the Pension Plan to an insurance company specializing in pension fund management. All benefits earned under the Pension Plan will be protected during this change, meaning it will not impact the value of individual plan participants’ benefits. This transition is regulated by the IRS through a standard pension plan termination process and typically takes 18 to 24 months.

  165. Overview of Pension Benefits

    | THE CLOROX COMPANY - 2023 Proxy Statement | 77 |

  166. NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2023

    NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2023 The following table provides information regarding the accounts of the NEOs under the NQDC and ERP in fiscal year 2023.

  167. NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2023

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Balance at Last FYE ($)(4)(5) | | Linda Rendle | 78,750 | 264,882 | 280,813 | 2,199,820 | | Kevin Jacobsen | 85,669 | 130,382 | 325,869 | 3,130,846 | | Eric Reynolds | 103,031 | 136,250 | 194,693 | 1,572,505 | | Stacey Grier | 138,955 | 104,125 | 103,525 | 821,461 | | Kirsten Marriner | 26,000 | 106,020 | 153,575 | 1,089,339 |

  168. NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2023

    | (1) Amounts represent the annual base salary and incentive award that each executive deferred during fiscal year 2023. Deferred base salary is also reported in the Summary Compensation Table – Salary. Deferred annual incentive awards are also reported in the Summary Compensation Table – Non-Equity Incentive Plan Compensation. |

  169. NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2023

    | (2) Represents that portion of the 401(k) Plan company match and annual contribution of up to 10% of eligible compensation that is in excess of IRC compensation limits, pursuant to the 401(k) restoration provision of the NQDC and Clorox’s contribution under the ERP. These contributions are also reported in the Summary Compensation Table – All Other Compensation and are included under the caption “Nonqualified Deferred Compensation Plan” in footnote (6) to the Summary Compensation Table. |

  170. NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2023

    | (3) Earnings are based on an array of investment options that generally mirror the 401(k) Plan. Earnings vary based on participant investment elections. |

  171. NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2023

    | (4) Reflects aggregate balances under the restoration provision of the NQDC and any deferred base salary and annual incentive awards as of the end of fiscal year 2023. |

  172. NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2023

    | (5) The executive and registrant contribution total amounts in the table below are also reported as compensation in the Summary Compensation Table in the years indicated: |

  173. NONQUALIFIED DEFERRED COMPENSATION – FISCAL YEAR 2023

    | Fiscal Year | Linda Rendle | Kevin Jacobsen | Eric Reynolds | Stacey Grier | Kirsten Marriner | | 2023 | 343,632 | 216,051 | 239,281 | 243,080 | 132,020 | | 2022 | 468,714 | 814,687 | 376,651 | | 176,628 | | 2021 | 394,957 | 518,257 | 287,062 | | 230,049 |

  174. Overview of Nonqualified Deferred Compensation Plans

    Overview of Nonqualified Deferred Compensation Plans

  175. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan Under the NQDC, participants may voluntarily defer the receipt of up to 50% of their base salary and up to 100% of their annual incentive award. In addition, the NQDC offers a 401(k) restoration provision for those who defer at a required level. All Clorox 401(k) contributions are made in the form of (i) a fixed 6% employer annual contribution and (ii) an employer match of up to 4% of pay into the 401(k) Plan, subject to IRC limits. Contributions on eligible compensation that exceed the IRC limits are contributed into a participant’s NQDC account under the 401(k) restoration provision. Participants in the NQDC may elect to receive benefits from the NQDC either in a lump sum or up to 15 annual payments upon a qualifying payment event. Participants may choose from an array of investment crediting rates that generally mirror the investment fund options available in the 401(k) Plan. The NQDC uses the same benefit formulas, types of compensation to determine benefits, and vesting requirements as the 401(k) Plan. The responsibility to pay benefits under the NQDC is an unfunded and unsecured obligation of Clorox.

  176. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023 The following table reflects the estimated amount of compensation payable to each of our NEOs upon termination of the NEO’s employment under various scenarios. The amounts exclude earned amounts such as vested or accrued benefits. The amounts shown are calculated using an assumed termination date of the last business day of fiscal year 2023 (June 30, 2023) and the closing price of our common stock on that date ($159.04). Although the calculations are intended to provide reasonable estimates of the potential compensation payable upon termination, they are based on assumptions outlined in the footnotes of the table and may not represent the actual amount the NEO would receive if an eligible termination event were to occur. The table does not include compensation or benefits provided under plans or arrangements that are generally available to all salaried employees. Amounts reflected for change in control assume that each NEO is involuntarily terminated by Clorox without cause or voluntarily terminates for good reason within two years after a change in control.

  177. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023

    | Name and Benefits | Involuntary Termination Without Cause ($) | Involuntary Termination After Change In Control ($) | Resignation or Retirement ($) | Disability or Death ($) | | Linda Rendle | | | | | | Cash Payment | 6,609,375(1) | 10,350,000(2) | —(3) | —(4) | | Stock Options | 6,221,095(5) | 6,221,095(6) | 6,221,095(5) | 6,221,095(7) | | Restricted Stock Units | 2,956,995(8) | 2,956,995(9) | 2,956,995(8) | 2,956,995(9) | | Performance Share Units | 6,548,531(10) | 11,026,136(11) | 6,548,531(10) | 11,026,136(12) | | Health & Welfare Benefits | 31,848(13) | 47,771(14) | — | — | | Financial Planning | — | 17,490(15) | — | — | | Total Estimated Value | 22,367,844 | 30,619,488 | 15,726,622 | 20,204,227 | | Kevin Jacobsen | | | | | | Cash Payment | 2,183,000(16) | 3,589,000(17) | —(3) | —(4) | | Stock Options | 2,638,921(5) | 2,638,921(6) | 2,638,921(5) | 2,638,921(7) | | Restricted Stock Units | 930,074(8) | 930,074(9) | 930,074(8) | 930,074(9) | | Performance Share Units | 2,148,809(10) | 3,569,705(11) | 2,148,809(10) | 3,569,705(12) | | Health & Welfare Benefits | 31,795(13) | 31,795(14) | — | — | | Financial Planning | — | 17,490(15) | — | — | | Total Estimated Value | 7,932,599 | 10,776,985 | 5,717,805 | 7,138,700 | | Eric Reynolds | | | | | | Cash Payment | 2,257,000(16) | 3,811,000(17) | —(3) | —(4) | | Stock Options | 3,924,575(5) | 3,924,575(6) | 3,924,575(5) | 3,924,575(7) | | Restricted Stock Units | 1,075,951(8) | 1,075,951(9) | 1,075,951(8) | 1,075,951(9) | | Performance Share Units | 2,533,407(10) | 4,153,653(11) | 2,533,407(10) | 4,153,653(12) | | Health & Welfare Benefits | 11,436(13) | 11,436(14) | — | — | | Financial Planning | — | 16,500(15) | — | — | | Total Estimated Value | 9,802,369 | 12,993,115 | 7,533,933 | 9,154,179 | | Stacey Grier | | | | | | Cash Payment | 1,805,625(16) | 3,172,500(17) | —(3) | —(4) | | Stock Options | 1,110,592(5) | 1,110,592(6) | 1,110,592(5) | 1,110,592(7) | | Restricted Stock Units | 616,613(8) | 616,613(9) | 616,613(8) | 616,613(9) | | Performance Share Units | 1,140,972(10) | 1,140,972(11) | 1,140,972(10) | 1,140,972(12) | | Health & Welfare Benefits | 22,396(13) | 22,396(14) | — | — | | Financial Planning | — | 17,490(15) | — | — | | Total Estimated Value | 4,696,198 | 6,080,563 | 2,868,177 | 2,868,177 |

  178. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023

    | THE CLOROX COMPANY - 2023 Proxy Statement | 79 |

  179. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023

    | Name and Benefits | Involuntary Termination Without Cause ($) | Involuntary Termination After Change In Control ($) | Resignation or Retirement ($) | Disability or Death ($) | | Kirsten Marriner | | | | | | Cash Payment | 1,714,375(16) | 2,957,500(17) | —(3) | —(4) | | Stock Options | 343,360(5) | 561,515(6) | 343,360(5) | 1,135,051(7) | | Restricted Stock Units | — | 641,368(9) | — | 641,368(9) | | Performance Share Units | — | 2,414,034(11) | — | 2,414,034(12) | | Health & Welfare Benefits | 31,795(13) | 31,795(14) | — | — | | Financial Planning | — | 16,500(15) | — | — | | Total Estimated Value | 2,089,530 | 6,622,711 | 343,360 | 4,190,452 |

  180. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023

    | (1) This amount reflects two times Ms. Rendle’s current base salary plus two times 75% of her target AIP award. In addition, the amount includes 100% of her current year target AIP award. Since the assumed termination date for purposes of this table is June 30, 2023, the amount of the current year target AIP award in this table is not prorated. |

  181. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023

    | (2) This amount reflects three times Ms. Rendle’s current base salary plus three times her target AIP award. In addition, the amount includes 100% of her current year target AIP award, subject to the excise tax cut back provision in the CIC Plan. Since the assumed termination date for purposes of this table is June 30, 2023, the amount of the current year target AIP award in this table is not prorated. |

  182. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023

    | (3) Ms. Rendle and Messrs. Jacobsen and Reynolds are eligible for retirement, including a pro rata AIP award upon retirement. Mses. Grier and Marriner are not eligible for retirement, nor for a pro rata annual incentive award upon retirement. However, all AIP-eligible employees active as of June 30 are eligible to receive an annual incentive award for the full fiscal year. Since the assumed termination date for purposes of this table is June 30, 2023, all employees would be eligible for a full AIP award, regardless of retirement eligibility. |

  183. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023

    | (4) NEOs whose termination is the result of disability or death are eligible to receive a pro rata AIP award through the date of termination. However, all AIP-eligible employees active as of June 30 are eligible to receive an annual incentive award for the full fiscal year. Since the assumed termination date for purposes of this table is June 30, 2023, all employees would be eligible for a full AIP award, regardless of retirement eligibility. |

  184. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023

    | (5) For Mses. Rendle and Grier and Messrs. Jacobsen and Reynolds, who are retirement-eligible under the terms of their equity awards, this amount represents the expected value of accelerated vesting of all outstanding stock options and assumes a five-year expected life or the remaining original term, whichever is shorter. For Ms. Marriner, this amount represents the intrinsic value of vested stock options at termination, based on the provision that non-retirement eligible executives exercise stock options within 90 days of termination, calculated as the difference between the June 30, 2023 closing Clorox common stock price of $159.04 and the exercise price for each option. |

  185. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023

    | (6) For Mses. Rendle and Grier and Messrs. Jacobsen and Reynolds, who are retirement-eligible under the terms of their equity awards, this amount represents the expected value of accelerated vesting of all outstanding stock options and assumes a five-year expected life or the remaining original term, whichever is shorter. For Ms. Marriner, this amount represents the intrinsic value of accelerated vesting of all outstanding stock options, based on the provision that non-retirement eligible executives exercise stock options within 90 days of termination, calculated as the difference between the June 30, 2023 closing Clorox common stock price of $159.04 and the exercise price for each option. |

  186. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023

    | (7) For Mses. Rendle and Grier and Messrs. Jacobsen and Reynolds, who are retirement-eligible under the terms of their equity awards, this amount represents the expected value of accelerated vesting of all outstanding stock options upon the NEO’s termination of employment due to disability or death and assumes a five-year expected life or the remaining original term, whichever is shorter. For Ms. Marriner, this amount represents the expected value of accelerated vesting of all outstanding stock options, based on the provision that non-retirement eligible executives exercise stock options within one year of death or disability, calculated as the difference between the June 30, 2023 closing Clorox common stock price of $159.04 and the exercise price for each option. |

  187. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023

    | (8) Mses. Rendle and Grier and Messrs. Jacobsen and Reynolds are retirement-eligible under the terms of their equity awards and all unvested RSUs held longer than six months will continue to vest after termination. This amount represents the expected value of the continued vesting of such RSUs. |

  188. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023

    | (9) This amount represents the value of accelerated vesting of RSUs upon change in control, disability, or death. |

  189. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023

    | (10) Mses. Rendle and Grier and Messrs. Jacobsen and Reynolds are eligible for retirement under the terms of their equity awards and are entitled to receive a pro rata portion of all PSUs for the September 2020, 2021, and 2022 awards. This value represents full vesting of eligible shares from the September 2020 award, since they would have completed the entire performance period as of the assumed termination date of June 30, 2023, and pro rata vesting of the eligible shares from the September 2021 and 2022 awards, assuming a target payout and valued at the closing price of Clorox common stock on June 30, 2023 of $159.04. The actual payout of the shares will not be determined until the end of the performance period. NEOs who are not retirement-eligible forfeit shares upon termination under these scenarios. |

  190. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023

    | (11) PSUs will vest based on actual performance through the date of the change in control. This amount assumes a prorated target payout and is valued at the closing price of Clorox common stock on June 30, 2023 of $159.04. |

  191. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023

    | 80 | THE CLOROX COMPANY - 2023 Proxy Statement |

  192. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023

    | (12) This amount represents the value of accelerated vesting of PSUs upon death or disability, assuming a target payout and valued at the closing price of Clorox common stock on June 30, 2023 of $159.04. Upon termination for death or disability, the entire PSU award will vest immediately. The actual payout will be determined after the end of the performance period, based on actual performance. |

  193. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023

    | (13) This amount represents the estimated cost to Clorox of providing welfare benefits, including medical, dental, and vision, for the two-year period following termination. |

  194. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023

    | (14) This amount represents the estimated cost to Clorox of providing welfare benefits, including medical, dental, and vision, for the two-year period (three-year period for Ms. Rendle) following a qualifying termination after a change in control. |

  195. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023

    | (15) This amount represents the cost of providing financial planning for the year of termination. Value reflects vendor fee or reimbursement limit, based on which benefit each NEO chose for fiscal year 2023. |

  196. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023

    | (16) This amount reflects two times the NEO’s current base salary. In addition, for Ms. Rendle and Messrs. Jacobsen and Reynolds, who are eligible for retirement, this amount includes 100% of their current year target AIP award, prorated to the date of termination. For Mses. Grier and Marriner, this amount includes 75% of their current year’s target AIP award, prorated to the date of termination. |

  197. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL – FISCAL YEAR 2023

    | (17) This amount represents two times the NEO’s current base salary, plus two times the target AIP award, subject to the excise tax cut back provision in the CIC Plan. For Ms. Rendle and Messrs. Jacobsen and Reynolds, who are eligible for retirement, this amount also includes 100% of their current year target AIP award, prorated to the date of termination. For Mses. Grier and Marriner, this amount includes the target AIP award, prorated to the date of termination. |

  198. Potential Payments Upon Termination

    Potential Payments Upon Termination

  199. Severance Plan

    Severance Plan Under the terms of the Severance Plan, our NEOs are eligible to receive benefits if their employment is terminated by Clorox without cause, other than in connection with a change in control. No benefits are payable under the terms of the Severance Plan if Clorox terminates the employment of the NEO for cause or if the NEO voluntarily resigns. Regardless of the nature of any NEO’s termination, NEOs retain amounts earned over the course of their employment prior to the termination event, such as balances under the NQDC, vested and accrued retirement benefits, and previously vested stock options, except as outlined below under Termination for Misconduct. For further information about amounts previously earned, see the Summary Compensation Table and Outstanding Equity Awards at Fiscal Year-End, Option Exercises and Stock Vested, Pension Benefits, and Nonqualified Deferred Compensation tables. Under the Severance Plan, each NEO agrees to return and not to use or disclose proprietary information of Clorox and, for two years following any such termination, the NEO is prohibited from soliciting for employment any employee of Clorox. Termination benefits under the Severance Plan for our NEOs are as follows: Involuntary Termination Without Cause. If Clorox terminates the employment of a NEO other than the CEO without cause, the Severance Plan entitles the NEO to receive a lump-sum severance payment after termination equal to two times the NEO’s then-current base salary. In the case of the CEO, the severance amount is equal to the sum of (i) two times the CEO’s base salary and (ii) two times the CEO’s target annual short-term incentive for that fiscal year, multiplied by 75%. Under the Severance Plan, NEOs other than the CEO are also entitled to an amount equal to 75% of their AIP awards for the fiscal year in which they are terminated, prorated to the date of termination. The CEO is entitled to an amount equal to 100% of her AIP award for the fiscal year in which she was terminated, prorated to her date of termination. In each case, the AIP award calculation uses the actual Company Multiplier for the fiscal year in which the executive is terminated and is paid after the end of the fiscal year at the same time AIP awards are paid to active employees. NEOs who are retirement-eligible under the terms of the AIP are eligible for either the treatment under the Severance Plan (75% for NEOs or 100% for the CEO) or retirement treatment (an Individual Multiplier determined at the discretion of Clorox) for purposes of the AIP award payout. The MDCC decides which treatment to apply; in either case, the AIP award payout would remain prorated to the date of termination.

  200. Severance Plan

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  201. Severance Plan

    The Severance Plan provides NEOs with a lump-sum cash payment in lieu of continued participation in our medical, vision, and dental insurance programs. The cash payment represents the value of the monthly employer contribution toward those benefits in which the NEO was enrolled at termination, times 24 months. In addition, NEOs will be eligible to participate in any combination of our medical, vision, and dental plans offered to former employees who retire at age 55 or older having completed at least 10 years of service, on the same terms as such other former employees. Where applicable, this coverage continues until the NEO turns age 65. Thereafter, the NEO may participate in our general retiree health plan as it may exist in the future, if otherwise eligible. If the NEO will be age 55 or older and will have completed at least 10 years of service at the end of, and including, the two-year period following termination, the NEO will be deemed to be age 55 and to have 10 years of service under any pre-65 retiree health plan. Under Clorox’s policy applicable to all employees, a NEO who is at least age 55 with 10 years of service or who has 20 years of service regardless of age on the date of termination is eligible to receive retirement-related benefits as described in the Termination Due to Retirement section below. Severance-related benefits are provided only if the NEO executes a general release prepared by Clorox. Termination Due to Retirement. Under Clorox’s policies applicable to all employees, upon retirement, NEOs are eligible for benefits under the AIP, LTI, ERP, 401(k), and other applicable Clorox benefit plans, including our retiree health plan as it may exist in the future, if otherwise eligible based on the provisions of the respective plans. A NEO who, on the date of termination, is at least age 55 with 10 years of service, has 20 years of service regardless of age, or is at least age 65 regardless of service is eligible to receive a pro rata portion of the AIP award for the fiscal year in which retirement occurs. A NEO who is at least age 55 with 10 years of service or who has 20 years of service regardless of age on the date of termination is eligible to receive retirement-related treatment of unvested LTI awards:

  202. Severance Plan

    | • | RSUs and stock options held for at least six months will continue to vest in accordance with the original vesting schedule. Vested stock options will remain exercisable for five years following the NEO’s retirement or until the expiration date, whichever is earlier. |

  203. Severance Plan

    | • | PSUs will be paid out on a pro rata basis at the end of the relevant performance period based on the actual level of performance achieved during that period. |

  204. Severance Plan

    Termination Due to Disability or Death. If a NEO begins to receive benefits under our long-term disability plan, Clorox may terminate the NEO’s employment at any time, in which case the NEO will receive a pro rata portion of the AIP award and a pro rata portion of the NEO’s 6% annual contribution to the 401(k) plan for the fiscal year of termination. Stock options and RSUs will vest in full, and all vested options will remain exercisable for one year following the NEO’s disability or until the expiration date, whichever is earlier. All PSUs will be paid out at the end of the relevant performance period based on the actual level of performance achieved during that period. Under Clorox’s policy applicable to all employees, if a NEO’s employment is terminated due to death, the NEO’s beneficiary or estate is entitled to (i) a pro rata portion of the NEO’s actual AIP award for the fiscal year of death, (ii) a pro rata portion of the NEO’s 6% annual contribution to the 401(k) plan for the fiscal year of death, and (iii) benefits pursuant to our life insurance plan. Stock options and RSUs will vest in full, and all vested options will remain exercisable for one year following the NEO’s death or until the expiration date, whichever is earlier. All PSUs will be paid out at the end of the relevant performance period based on the actual level of performance achieved during that period. Termination for Misconduct. Clorox may terminate a NEO’s employment for misconduct at any time without notice. Upon the NEO’s termination for misconduct, the NEO is not entitled to any AIP award for the fiscal year in which their termination for misconduct occurs. “Misconduct” under the Severance Plan means any act or omission of the NEO through which the NEO: (i) willfully neglects significant duties he or she is required to perform or willfully violates a material Clorox policy, and, after being warned in

  205. Severance Plan

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  206. Severance Plan

    writing, continues to neglect such duties or continues to violate the specified Clorox policy; (ii) commits a material act of dishonesty, fraud, misrepresentation or other act of moral turpitude; (iii) acts (or omits to act) with gross negligence in the course of employment; (iv) fails to obey a lawful direction of the Board or, for NEOs other than the CEO, a corporate officer to whom he or she reports, directly or indirectly; or (v) acts in any other manner inconsistent with Clorox’s best interests and values. All unvested and outstanding stock options, RSUs, and PSUs are forfeited upon termination for misconduct. In addition, any retirement-related benefits a NEO would normally receive related to long-term incentive awards are forfeited upon termination for misconduct. Voluntary Termination. A NEO may resign from employment at any time. Upon a NEO’s voluntary resignation, other than when such NEO is eligible for retirement as described above, the NEO is not entitled to any AIP award for the fiscal year of termination. All unvested stock options, RSUs, and PSUs are forfeited upon voluntary termination. Previously vested stock options will remain exercisable for 90 days after resignation or until the expiration date, whichever is earlier.

  207. Potential Payments Upon Change in Control

    Potential Payments Upon Change in Control

  208. Executive Change in Control Severance Plan

    | • | Our PEO to median compensated employee pay ratio is 160:1. |

  209. Individual Performance Considerations

    | Pay Versus Performance Table – Fiscal Year 2023 | | | | | | | | | | | | Year(1,2) | Summary Compensation Table Total for PEO (Rendle) | Compensation Actually Paid(3) to PEO (Rendle) | Summary Compensation Table Total for PEO (Dorer) | Compensation Actually Paid(3) to PEO (Dorer) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid(3) to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based on: | | | | | | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | Net Income ($M) | Economic Profit(6) ($M) | | FY23 | 11,649,650 | 19,409,637 | — | — | 4,049,242 | 5,532,135 | 78.61 | 125.81 | 161 | 397 | | FY22 | 8,534,808 | 7,087,568 | — | — | 3,199,457 | 2,503,718 | 67.49 | 118.44 | 471 | 282 | | FY21 | 7,899,309 | 4,551,818 | 3,366,210 | -1,467,203 | 3,354,685 | 1,964,538 | 83.75 | 112.34 | 719 | 672 |

  210. Individual Performance Considerations

    | | SCT Total Compensation | Value of Pension Benefits from SCT | Value of Equity from SCT | Value of Pension Benefits per CAP Definition(1) | Fair Value of Equity Granted During the Fiscal Year | Fair Value of Equity Forfeited During the Fiscal Year | Change in Fair Value of Unvested Equity(2) | Change in Fair Value of Equity Vested During the Fiscal Year(2) | Value of Dividends Accrued or Paid on Stock Awards(3) | CAP | | PEO (Rendle) | | | | | | | | | | | | FY23 | 11,649,650 | -1,293 | -6,999,700 | — | 13,043,389 | — | 1,264,886 | -39,637 | 492,341 | 19,409,637 | | FY22 | 8,534,808 | -1,098 | -6,149,804 | -6,321 | 6,410,785 | — | -1,526,595 | -395,494 | 221,287 | 7,087,568 | | FY21 | 7,899,309 | -833 | -4,999,933 | — | 3,447,150 | — | -1,746,565 | -176,841 | 129,531 | 4,551,818 | | PEO (Dorer) | | | | | | | | | | | | FY21 | 3,366,210 | — | -499,943 | — | 423,508 | -2,444,751 | 141,924 | -5,150,182 | 251,279 | -1,467,203 | | Average of Non-PEO NEOs | | | | | | | | | | | | FY23 | 4,049,242 | -2,230 | -1,949,830 | — | 2,934,644 | — | 365,472 | -3,378 | 138,215 | 5,532,135 | | FY22 | 3,199,457 | -461 | -2,024,840 | -11,336 | 2,117,397 | — | -600,710 | -235,939 | 60,151 | 2,503,718 | | FY21 | 3,354,685 | -2,417 | -1,875,338 | — | 1,358,936 | — | -889,755 | -42,468 | 60,895 | 1,964,538 |