DEF 14A of Colgate Palmolive Co, Mar 27, 2024

DEF 14A of Colgate Palmolive Co

Filed Mar 27, 2024 · FY20230001308179-24-000306

Open on EDGAR

  1. Board Oversight

    | Board Structure and Responsibilities | 20 | | Stockholder Engagement | 24 | | Communications to the Board of Directors | 25 | | Compensation of Directors | 26 |

  2. Board Oversight

    | Compensation Discussion and Analysis | 28 | | P&O Committee Report | 43 | | Summary Compensation Table | 44 | | Grants of Plan-Based Awards | 46 | | Outstanding Equity Awards at Fiscal Year-End | 47 | | Option Exercises and Stock Vested | 48 |

  3. Director Nominees

    Director Nominees The following table provides summary information about the ten director nominees the Board has nominated for election at the Annual Meeting. Additional information about each nominee’s background and experience can be found beginning on page 14.

  4. Director Nominees

    | | | Years of Tenure | Committee Memberships | | | | Other Current Public Company Boards | | Name and Principal Occupation | Age | | AUD | FIN | NGCR | P&O | | | John P. Bilbrey Independent Executive Chair of the Board, Olaplex Holdings, Inc. | 67 | 9 | | | | | Elanco Animal Health Inc. Olaplex Holdings, Inc. Tapestry, Inc. | | John T. Cahill Independent Vice Chair, The Kraft Heinz Company | 66 | 19 | | | | | American Airlines Group Inc. The Kraft Heinz Company | | Steve Cahillane Independent Chairman, President and Chief Executive Officer, Kellanova | 58 | 1 | | | | | Kellanova | | Lisa M. Edwards Independent Executive Chair, Diligent Institute | 56 | 5 | | | | | | | C. Martin Harris Independent Vice President of the Health Enterprise and Chief Business Officer, Dell Medical School | 67 | 8 | | | | | Agiliti, Inc. MultiPlan Corporation Thermo Fisher Scientific Inc. | | Martina Hund-Mejean Independent Former Chief Financial Officer, Mastercard Inc. | 63 | 4 | | | | | Prudential Financial, Inc. | | Kimberly A. Nelson Independent Former Senior Vice President, External Relations, General Mills, Inc. | 61 | 3 | | | | | Cummins Inc. Tate & Lyle PLC | | Brian Newman(1)Independent Executive Vice President and Chief Financial Officer, United Postal Service, Inc. | 55 | 0 | | | | | | | Lorrie M. Norrington Independent, Lead Director Operating Partner, Lead Edge Capital LLC | 64 | 9 | | | | | Asana, Inc. Autodesk, Inc. HubSpot, Inc. | | Noel R. Wallace Chairman, President and Chief Executive Officer, Colgate-Palmolive Company | 59 | 5 | | | | | |

  5. Director Nominees

    | AUD Audit FIN Finance NGCR Nominating, Governance & Corporate Responsibility P&O Personnel & Organization | | Member | | Chair |

  6. Director Nominees

    | (1) Mr. Newman, who became a director in March 2024, is expected to be appointed to committees in 2024. |

  7. Director Nominee Highlights

    Director Nominee Highlights

  8. Strong Board Diversity

    Strong Board Diversity

  9. Strong Board Diversity

    | 4/10 women* | 3/10 members of underrepresented communities* | 6.4 years average tenure of independent nominees | 61.6 average age | 55% of independent directors refreshed since 2019 | | | | | | |

  10. Strong Board Diversity

    | * Mses. Edwards, Hund-Mejean, Nelson and Norrington are our female director nominees. Dr. Harris and Ms. Nelson identify as African-American and Ms. Norrington identifies as LGBTQIA+. |

  11. Director Nominee Diversity, Experience, Skills and Qualifications

    Director Nominee Diversity, Experience, Skills and Qualifications The Nominating, Governance and Corporate Responsibility Committee (the “NGCR Committee”) seeks to compose a Board with members who have a broad range of experiences, skills, diversity and different perspectives. In addition to educational achievement and a strong moral and ethical character, the following skills and attributes were all considered by the Board in connection with this year’s director nomination process:

  12. Director Nominee Diversity, Experience, Skills and Qualifications

    | 2024 Proxy Statement | 3 |

  13. Director Compensation in Stock

    Director Compensation in Stock On average, 84% of a non-employee director’s compensation was paid in Colgate equity in 2023. For more information regarding director compensation, see “Compensation of Directors.”

  14. Director Diversity, Experience, Skills and Qualifications

    Director Diversity, Experience, Skills and Qualifications The Board selects director candidates based on the recommendation of the NGCR Committee. The NGCR Committee identifies, screens and recruits potential candidates for membership on the Board of Directors, taking into account the needs of Colgate and the Board at the time as well as anticipated future needs. We have engaged a third-party international executive search firm to assist the NGCR Committee in identifying and evaluating potential director candidates.

  15. Director Diversity, Experience, Skills and Qualifications

    | 2024 Proxy Statement | 11 |

  16. Director Diversity, Experience, Skills and Qualifications

    The NGCR Committee seeks to compose a Board with members who have a broad range of experiences and skills and different perspectives, with a particular emphasis on enterprise leadership experience; experience in digital, technology and innovation, environmental and social responsibility, finance, our or a complementary industry, regulatory and/or risk management and cybersecurity; international experience; corporate governance experience; diversity; educational achievement; and strong moral and ethical character. This variety and depth of experience enables the Board collectively to understand our global business and our consumers around the world and the directors individually to make significant contributions to the deliberations of the Board. The Board has adopted a written statement, known as the Independent Board Candidate Qualifications and made available on our website, outlining the qualities sought in our directors. This statement, which is refreshed periodically and was most recently updated in January 2023, is used by the NGCR Committee in evaluating individual director candidates. It highlights the following skills and experiences, among others, as being important to creating an effective, well-rounded and diverse Board:

  17. Director Diversity, Experience, Skills and Qualifications

    | Experience, Skill or Qualification | Rationale | | Enterprise Leadership—Is or has been the Chief Executive Officer, Chief Operating Officer or other high level executive at a complex public corporation or held a comparable position in the nonprofit sector or government and has experience with strategy. | Directors who have served in these roles possess exceptional leadership qualities and demonstrate a practical understanding of how large organizations operate, including strategic planning. | | Digital, Technology and Innovation—Has experience with eCommerce, digital marketing, data and analytics, information technology or digital transformation, or relevant innovation experience including with new technologies, product development or scientific research. | We are focused on maximizing growth in an omnichannel environment, using digital marketing as a way of reaching today’s consumers and innovating to drive growth. Directors with experience in those fields are therefore able to provide insights that help us advance powerful commercial strategies in the rapidly evolving digital and commercial landscapes. In addition, directors with expertise in data and analytics, information technology or digital transformation, including enterprise software, artificial intelligence and machine learning, provide helpful oversight with respect to the use of technology to gain insights and drive efficiency of operations. | | Environmental and Social Responsibility—Has experience with sustainability, social responsibility or human capital matters (including DE&I issues and initiatives). | Given the critical importance of sustainability and human capital matters to our culture, business and growth strategy, directors with experience with environmental and social responsibility issues strengthen the Board’s oversight of these matters, including the risks and opportunities associated with them. They also bring important perspectives to our business, including with respect to our 2025 Sustainability & Social Impact Strategy, DE&I strategy and initiatives such as our Bright Smiles, Bright Futures oral health education program. | | Finance—Has a background in finance, including an understanding of accounting and financial reporting processes, complex financial transactions and/or strategic mergers and acquisitions. | We use a variety of financial metrics to measure our performance, and accurate financial reporting and accounting are critical to our success. Therefore, directors with financial experience, including an understanding of accounting and financial reporting processes, provide an essential oversight role. In addition, directors who have experience with strategic mergers and acquisitions provide helpful perspectives and oversight as we evaluate and implement strategic transactions. | | Industry—Has experience in the fast-moving consumer goods industry or other complementary field, such as public health. | Directors with experience in the fast-moving consumer goods industry have experience with manufacturing, marketing and selling products and consumer engagement and therefore can provide valuable market and consumer insights, as well as contribute a broad understanding of industry trends. Directors with experience in complementary industries, such as public health, also bring important perspectives and knowledge to our business, including with respect to engagement with dental, veterinary and skin health professionals. | | Regulatory—Has experience working in a highly regulated industry, such as pharmaceutical, healthcare or insurance. | Directors with experience in highly regulated industries bring valuable insights because our business requires compliance with a variety of regulatory requirements around the world. | | Risk Management and Cybersecurity—Has experience with overseeing and managing risk management processes, including with respect to cybersecurity. | Directors with experience overseeing and managing risk management processes play a critical role in the Board’s oversight of our enterprise risk management process. Given our focus on digital transformation and increased use of data and analytics, experience and/or qualifications in cybersecurity is increasingly important. |

  18. Director Diversity, Experience, Skills and Qualifications

    | 12 | |

  19. Director Diversity, Experience, Skills and Qualifications

    | Experience, Skill or Qualification | Rationale | | International—Has significant international experience, whether through managing international business operations or living and working outside the United States; an understanding of the language and culture of non-English speaking countries is also important. | Since approximately two-thirds of our net sales are generated outside the United States and we are focused on continuing to drive penetration in markets with growing populations, having directors with experience managing international operations is essential. Exposure to different cultural perspectives and practices is also important in helping us meet the needs of our global consumers in the over 200 countries and territories worldwide in which we market our products. | | Corporate Governance—Has sufficient applicable experience to understand and fulfill the legal and other responsibilities of an independent director of a U.S.-based public company. | Excellence in corporate governance accompanies and greatly aids our long-term business success, including by promoting transparency, accountability and promotion of stakeholder value. Having directors with experience serving as directors of other U.S. public companies helps ensure the Board deeply understands its roles and duties and we remain at the forefront of excellent corporate governance. |

  20. Director Diversity, Experience, Skills and Qualifications

    The NGCR Committee expects each of our directors to have the personal qualities necessary to make a substantial contribution to the Board, including high moral and ethical standards, strong communication and interpersonal skills, a commitment to Colgate’s success and the willingness and ability to devote sufficient time to discharge their duties. Prospective directors should not currently be, or have been within the past three years, an officer or director of a competitor. If proposed as an independent director, prospective directors must also satisfy our director independence standards. In addition, the NGCR Committee has a policy of promoting diversity on the Board, as it believes the Board should constantly be striving to achieve the diversity of the communities in which we operate, including with respect to race, ethnicity, gender, sexual orientation, gender identity and cultural background. The NGCR Committee implements this policy through its director recruitment efforts and assesses the effectiveness of the policy regularly through Board and committee self-evaluations. The NGCR Committee strives to consider a diverse slate of candidates for every director search. The NGCR Committee will consider director candidates recommended by stockholders and others if such candidates meet our criteria for Board membership, evaluating them in the same manner in which the committee evaluates other candidates. Such recommendations should be made in writing to the NGCR Committee or the Company Secretary and should include a description of the qualifications of the proposed candidate. Any of our stockholders may also nominate a director at a stockholders’ meeting, and eligible stockholders may also nominate directors for inclusion in our proxy statement, in each case in accordance with the requirements of our by-laws relating to stockholder nominations as described in “Questions and Answers About Our Annual Meeting—Who nominates the directors?” The table below provides a high-level summary of the particular skills and qualifications of each of the ten director nominees approved by the NGCR Committee for election at the Annual Meeting. Biographical information and additional detail regarding the director nominees’ particular skills and qualifications follows. The absence of a reference to a qualification for an individual director nominee does not mean that the nominee does not possess that qualification, but rather that it is not one of the specific qualifications for which the nominee has been proposed. All nominees except for Mr. Newman have been directors since last year’s annual meeting. Mr. Newman, who joined the Board in March 2024, was recommended by a third-party international executive search firm.

  21. Director Diversity, Experience, Skills and Qualifications

    | | | | | | | | | | | | | John P. Bilbrey | | | | | | | | | | | | John T. Cahill | | | | | | | | | | | | Steve Cahillane | | | | | | | | | | | | Lisa M. Edwards | | | | | | | | | | | | C. Martin Harris | | | | | | | | | | | | Martina Hund-Mejean | | | | | | | | | | | | Kimberly A. Nelson | | | | | | | | | | | | Brian Newman | | | | | | | | | | | | Lorrie M. Norrington | | | | | | | | | | | | Noel R. Wallace | | | | | | | | | | |

  22. Director Diversity, Experience, Skills and Qualifications

    | * Mses. Edwards, Hund-Mejean, Nelson and Norrington are our female director nominees. Dr. Harris and Ms. Nelson identify as African-American and Ms. Norrington identifies as LGBTQIA+. |

  23. Director Diversity, Experience, Skills and Qualifications

    | 2024 Proxy Statement | 13 |

  24. Director Diversity, Experience, Skills and Qualifications

    | John P. Bilbrey | Independent | | Age: 67 Director since 2015 Committees: Finance, P&O (Chair) Other Public Company Directorships: Elanco Animal Health Incorporated (since 2019) Olaplex Holdings, Inc. (since 2023) Tapestry, Inc. (since 2020) Former (During Past 5 Years): Campbell Soup Company (until 2023) | Mr. Bilbrey has served as Executive Chair of the Board of Olaplex Holdings, Inc. (“Olaplex”), a prestige haircare company, since July 2023 and served as Interim Chief Executive Officer of Olaplex from October 2023 to December 2023. He previously served as President and Chief Executive Officer of The Hershey Company (“Hershey”), a multinational consumer food company, from 2011 until his retirement in 2017. He also served as Chairman of the Board of Directors of Hershey from 2015 to 2017 and as Non-Executive Chairman from 2017 to 2018. Mr. Bilbrey joined Hershey as Senior Vice President, President Hershey International in 2003 and served as Senior Vice President, President Hershey North America from 2007 to 2010 and as Executive Vice President and Chief Operating Officer from 2010 to 2011. Prior to joining Hershey, Mr. Bilbrey held executive positions at Mission Foods and Danone Waters of North America, Inc., a division of Groupe Danone, and previously spent 22 years at The Procter & Gamble Company (“Procter & Gamble”). Mr. Bilbrey also serves on the Kansas State University Foundation Board of Directors. Skills and Qualifications: Enterprise Leadership Extensive operational leadership experience through service as Chief Executive Officer and Chief Operating Officer of Hershey. Industry In-depth knowledge of fast-moving consumer goods industry through experience at Hershey and Procter & Gamble and expertise in marketing through leadership roles at consumer-focused companies. Finance Strong knowledge of business finance and financial statements through oversight of operating budgets and financial statements at Hershey and significant mergers and acquisitions and business integration experience throughout his career. International Experience managing Hershey’s international operations and living and working in foreign countries. Corporate Governance Experience serving as a director of other U.S. public companies. |

  25. Director Diversity, Experience, Skills and Qualifications

    | John T. Cahill | Independent | | Age: 66 Director since 2005 Committees: Audit (Chair), Finance Other Public Company Directorships: American Airlines Group Inc. (since 2013) The Kraft Heinz Company (since 2015) | Mr. Cahill has served as Vice Chair of The Kraft Heinz Company, a multinational food and beverage company, since 2015 after serving as Chairman and Chief Executive Officer of Kraft Foods Group, Inc. (“Kraft”) from 2014 until its merger with H.J. Heinz Holding Corporation in 2015. Mr. Cahill previously served as Executive Chairman of Kraft from 2012, when Kraft was spun off from Kraft Foods Inc. (“Kraft Foods”), until 2014, when he was elected Non-Executive Chairman. He served as Executive Chairman of Kraft Foods North America in 2012. Mr. Cahill was an Industrial Partner at Ripplewood Holdings LLC, a private equity firm, from 2008 through 2011. He previously served The Pepsi Bottling Group, Inc. (“PBG”) in a variety of leadership positions culminating in Chairman and Chief Executive Officer. He also held multiple senior financial and operating leadership positions at PepsiCo Inc. (“PepsiCo”). Skills and Qualifications: Finance Strong knowledge of business finance and financial statements through service as Chief Financial Officer of PBG, Kentucky Fried Chicken and Pepsi-Cola North America and as Senior Vice President and Treasurer of PepsiCo and significant mergers and acquisitions and business integration experience throughout his career. Risk Management and Cybersecurity Significant experience overseeing enterprise risk management through service as Chief Financial Officer at several companies. Enterprise Leadership Extensive operational leadership experience through service as Chairman and Chief Executive Officer of Kraft and as Chairman and Chief Executive Officer of PBG. Industry In-depth knowledge of fast-moving consumer goods industry through experience at Kraft and nearly 20-year career at PepsiCo and PBG. International Experience managing international operations for PBG. Corporate Governance Experience serving as a director of other U.S. public companies. |

  26. Director Diversity, Experience, Skills and Qualifications

    | 14 | |

  27. Director Diversity, Experience, Skills and Qualifications

    | Steve Cahillane | Independent | | Age: 58 Director since 2023 Committees: NGCR, P&O Other Public Company Directorships: Kellanova (previously Kellogg Company) (since 2017) | Mr. Cahillane has been President and Chief Executive Officer of Kellanova (formerly known as Kellogg Company), a global snacks-led company, since 2017 and Chairman of the Board since 2018. Prior to joining Kellanova, from 2014 to 2017, Mr. Cahillane served as President and Chief Executive Officer of The Nature’s Bounty Co. (“Nature’s Bounty”). Mr. Cahillane previously spent seven years with The Coca-Cola Company (“Coca-Cola”) culminating as Executive Vice President of Coca-Cola and President of Coca-Cola Americas. Prior to that, Mr. Cahillane served as President of various Coca-Cola operating groups. Skills and Qualifications: Enterprise Leadership Extensive operational leadership experience through service as President and Chief Executive Officer of Kellanova and Nature’s Bounty and as head of various operating groups at Coca-Cola. Industry In-depth knowledge of fast-moving consumer goods and health and nutrition industries through experience at Kellanova, Nature’s Bounty and Coca-Cola and expertise in marketing through leadership roles at consumer-focused companies. Finance Strong knowledge of business finance and financial statements through oversight of operating budgets at various companies and operating budgets and financial statements at Kellanova and significant mergers and acquisitions and business integration experience throughout his career. International Experience managing Kellanova’s international operations. Corporate Governance Experience serving as a director of another U.S. public company. |

  28. Director Diversity, Experience, Skills and Qualifications

    | Lisa M. Edwards | Independent | | Age: 56 Director since 2019 Committees: Audit, Finance Other Public Company Directorships: None | Ms. Edwards has served as Executive Chair of Diligent Institute, a governance think tank owned by Diligent Corporation (“Diligent”), since November 2022. She previously served as President and Chief Operating Officer of Diligent, a governance software company, from 2020 to 2022. Prior to joining Diligent, she served as Executive Vice President, Strategic Business Operations, Customer and Partner Engagement of Salesforce.com, Inc. (“Salesforce”), an enterprise software company, from 2017 to 2020. She joined Salesforce in 2012 as Executive Vice President, Finance, Head of Global Corporate Services and Chief Procurement Officer. Ms. Edwards previously served in several senior management roles at Visa Inc. (“Visa”), including as Senior Vice President and Head of Global Business Development and IP Strategy. Prior to that, she was an entrepreneur after starting her career at Bain & Company. Skills and Qualifications: Digital, Technology and Innovation Significant experience with information technology, including data and analytics, eCommerce and digital transformation through service at Diligent, Salesforce and other companies. Risk Management and Cybersecurity Certifications in cybersecurity oversight and significant experience with cybersecurity through service at Diligent Institute, Diligent and other companies. Environmental and Social Responsibility Certifications in and experience with sustainability and social responsibility matters through service at Diligent Institute and Diligent. Corporate Governance Strong knowledge of corporate governance practices through service as Executive Chair of Diligent Institute and President and Chief Operating Officer of Diligent. Enterprise Leadership Extensive operational leadership experience as President and Chief Operating Officer of Diligent and as head of various functions at Salesforce and Visa. Finance Strong knowledge of business finance and financial statements through oversight of operating budgets at Diligent and through service as Executive Vice President, Finance at Salesforce and significant mergers and acquisitions and business integration experience throughout her career. |

  29. Director Diversity, Experience, Skills and Qualifications

    | 2024 Proxy Statement | 15 |

  30. Director Diversity, Experience, Skills and Qualifications

    | C. Martin Harris | Independent | | Age: 67 Director since 2016 Committees: NGCR, P&O Other Public Company Directorships: Agiliti, Inc. (since 2022) MultiPlan Corporation (since 2021) Thermo Fisher Scientific Inc. (since 2012) Former (During Past 5 Years): Healthstream, Inc. (until 2021) Invacare Corporation (until 2022) | Dr. Harris has served as Vice President of the Health Enterprise and Chief Business Officer of the Dell Medical School at The University of Texas at Austin since 2016. Dr. Harris previously served as Chief Information Officer and Chairman of the Information Technology Division of The Cleveland Clinic Foundation, a non-profit academic medical center, and a Staff Physician for The Cleveland Clinic Hospital and The Cleveland Clinic Foundation Department of General Internal Medicine from 1996 to 2016. Additionally, from 2000 to 2016, he was Executive Director of e-Cleveland Clinic, a series of e-health clinical programs offered over the internet. Prior to joining the Cleveland Clinic, Dr. Harris spent 14 years with the School of Medicine at the University of Pennsylvania. Skills and Qualifications: Digital, Technology and Innovation Significant experience with information technology, including data, through service at the Dell Medical School, the Cleveland Clinic and the University of Pennsylvania. Regulatory Extensive leadership experience in healthcare, a highly regulated industry, through positions at the Dell Medical School and the Cleveland Clinic. Risk Management and Cybersecurity Significant experience with cybersecurity through service at the Dell Medical School and the Cleveland Clinic. Environmental and Social Responsibility Experience with social responsibility through expertise in the public health field. Industry In-depth knowledge of and expertise in the public health field, a complementary industry. Corporate Governance Experience serving as a director of other U.S. public companies. |

  31. Director Diversity, Experience, Skills and Qualifications

    | Martina Hund-Mejean | Independent | | Age: 63 Director since 2020 Committees: Audit, Finance (Chair) Other Public Company Directorships: Prudential Financial, Inc. (since 2010) Former (During Past 5 Years): Shell plc (until 2023) | Ms. Hund-Mejean served as Chief Financial Officer of Mastercard Inc. (“Mastercard”), a technology company in the global payments industry, from 2007 until her retirement in 2019. Prior to joining Mastercard, Ms. Hund-Mejean served as Senior Vice President and Treasurer of Tyco International Ltd. (“Tyco”) from 2002 to 2007 and Senior Vice President and Treasurer of Lucent Technologies Inc. (“Lucent”) from 2000 to 2002. She previously held a series of finance positions of increasing responsibility at General Motors Company from 1988 to 2000. Ms. Hund-Mejean began her career as a credit analyst at Dow Chemical in Germany. Skills and Qualifications: Finance Strong knowledge of business finance and financial statements through service as Chief Financial Officer of Mastercard, Senior Vice President and Treasurer of Tyco and Lucent and various positions at General Motors Company and significant mergers and acquisitions and business integration experience throughout her career. Risk Management and Cybersecurity Significant experience overseeing enterprise risk management and with cybersecurity through service as Chief Financial Officer of Mastercard. Digital, Technology and Innovation Significant experience with information technology, including data, as Chief Financial Officer of Mastercard. International Experience managing global functions for Mastercard, Tyco and Lucent, serving as a director of Shell, a public company incorporated and headquartered outside the U.S., and living and working in foreign countries (native of Germany). Enterprise Leadership Extensive operational leadership experience as Chief Financial Officer of Mastercard. Corporate Governance Experience serving as a director of other public companies. |

  32. Director Diversity, Experience, Skills and Qualifications

    | 16 | |

  33. Director Diversity, Experience, Skills and Qualifications

    | Kimberly A. Nelson | Independent | | Age: 61 Director since 2021 Committees: NGCR, P&O Other Public Company Directorships: Cummins Inc. (since 2020) Tate & Lyle PLC (since 2019) | Ms. Nelson served as Senior Vice President, External Relations of General Mills, Inc. (“General Mills”), a multinational food company, from 2010 until her retirement in 2018. In this global role, she led sustainability, consumer relations, corporate branding and communications, government affairs and public policy and external stakeholder relations for General Mills. Ms. Nelson also served as President of the General Mills Foundation from 2011 until 2018. Previously, she held several senior brand and general management roles during her nearly 30-year career at General Mills, including serving as President of the Snack Food Division from 2004 to 2010. Skills and Qualifications: Industry In-depth knowledge of fast-moving consumer goods industry through experience at General Mills and expertise in marketing through leadership roles at General Mills. Environmental and Social Responsibility Certification in and experience with sustainability and social responsibility through service as Senior Vice President, External Relations at General Mills and President of the General Mills Foundation. Enterprise Leadership Extensive operational leadership experience through service as President of General Mills’s Snack Food Division and other management positions at General Mills. International Experience managing global functions for General Mills and serving as a director of Tate & Lyle, a public company incorporated and headquartered outside the U.S. Corporate Governance Experience serving as a director of other public companies. |

  34. Director Diversity, Experience, Skills and Qualifications

    | Brian Newman | Independent | | Age: 55 Director since March 2024 Committees: None Other Public Company Directorships: None | Mr. Newman has served as Executive Vice President and Chief Financial Officer of United Parcel Service, Inc. (“UPS”), a global package delivery company and provider of supply chain management solutions, since 2019. Prior to joining UPS, Mr. Newman spent 26 years at PepsiCo, where he served in a variety of finance leadership roles spanning Europe, Asia and North and South America. He also served as Executive Vice President for PepsiCo’s Global Operations, responsible for global operations including supply chain, global procurement, global security, enterprise risk management and transformation, and as PepsiCo’s Chief Strategy Officer. Skills and Qualifications: Finance Strong knowledge of business finance and financial statements through service as Chief Financial Officer of UPS and various positions at PepsiCo and significant mergers and acquisitions and business integration experience throughout his career. Industry In-depth knowledge of fast-moving consumer goods industry through 26-year career at PepsiCo. Enterprise Leadership Extensive operational leadership experience through service as Chief Financial Officer at UPS and head of global functions at PepsiCo. Digital, Technology and Innovation Significant experience with eCommerce and digital transformation through service at PepsiCo, where he initiated PepsiCo’s global eCommerce business. Risk Management and Cybersecurity Significant experience overseeing enterprise risk management through service as Chief Financial Officer at UPS and as Executive Vice President for PepsiCo’s Global Operations. International Experience managing global functions for UPS and PepsiCo and living and working in foreign countries. |

  35. Director Diversity, Experience, Skills and Qualifications

    | 2024 Proxy Statement | 17 |

  36. Director Diversity, Experience, Skills and Qualifications

    | Lorrie M. Norrington | Independent, Lead Director | | Age: 64 Director since 2015 Committees: Audit, NGCR (Chair) Other Public Company Directorships: Asana, Inc. (since 2019) Autodesk, Inc. (since 2011) HubSpot, Inc. (since 2013) Former (During Past 5 Years): Eventbrite, Inc. (until 2020) | Ms. Norrington has served as an Operating Partner of Lead Edge Capital LLC, a growth equity investment firm, since 2012. Ms. Norrington previously served in several senior management roles at eBay from 2005 to 2010, including President of Global eBay Marketplaces, Chief Operating Officer of eBay Marketplaces, President of eBay International and CEO of Shopping.com. Prior to joining eBay, Ms. Norrington held senior positions at Intuit Inc. (“Intuit”). Prior to Intuit, she was a company officer and held a number of global operating roles, including CEO of GE FANUC, at General Electric Company (“General Electric”) over an almost 20-year period. Skills and Qualifications: Digital, Technology and Innovation Significant experience with information technology and software, including data and analytics, eCommerce, digital marketing and artificial intelligence through service at eBay and Intuit and Board advisory work for other technology companies. Risk Management and Cybersecurity Certifications in cybersecurity oversight and significant experience with cybersecurity through service at and Board advisory work for various technology companies. Environmental and Social Responsibility Experience with sustainability and social responsibility through chairing responsible committees at various U.S. public companies. Enterprise Leadership Extensive operational leadership experience through service as President and Chief Operating Officer of eBay Marketplaces and as head of various operating divisions at General Electric. Finance Strong knowledge of business finance and financial statements through oversight of operating budgets at various companies and significant mergers and acquisitions and business integration experience throughout her career. International Experience managing international operations for eBay and global businesses for General Electric. Corporate Governance Experience serving as a director of other U.S. public companies. |

  37. Director Diversity, Experience, Skills and Qualifications

    | Noel R. Wallace | Chairman | | Age: 59 Director since 2019 Committees: None Other Public Company Directorships: None | Mr. Wallace has been President and Chief Executive Officer of Colgate since 2019 and Chairman of the Board since 2020. He previously served as President and Chief Operating Officer of Colgate from 2018 until 2019, with responsibility for all of our operating units worldwide. Mr. Wallace began his career at Colgate in 1987 and progressed through a series of senior management roles around the world. Prior to being appointed President and Chief Operating Officer, he served as Chief Operating Officer, Global Innovation & Growth and Hill’s Pet Nutrition from 2016 to 2018, as President, Colgate Latin America from 2013 to 2016 and as President, Colgate North America and Global Sustainability from 2010 to 2013. Skills and Qualifications: Enterprise Leadership Extensive operational leadership experience through service as President and Chief Executive Officer and Chief Operating Officer of Colgate. Industry In-depth knowledge of fast-moving consumer goods industry through over 35-year career at Colgate and expertise in marketing through leadership roles at Colgate. International Experience managing Colgate’s international operations and living and working in foreign countries. Environmental and Social Responsibility Experience with sustainability and social responsibility through service as President and Chief Executive Officer of Colgate and as President, Colgate North America and Global Sustainability. Finance Strong knowledge of business finance and financial statements through oversight of operating budgets and financial statements at Colgate and significant mergers and acquisitions and business integration experience throughout his career at Colgate. Corporate Governance Experience serving as a director of another U.S. public company. |

  38. Director Diversity, Experience, Skills and Qualifications

    | 18 | |

  39. Compensation of Directors

    Compensation of Directors Compensation for the non-employee directors is set by the Board at the recommendation of the NGCR Committee. The NGCR Committee seeks to set director compensation levels to ensure non-employee directors are paid competitively for their time commitment and responsibilities. A market competitive compensation package is important because it enables us to attract and retain highly qualified directors who are critical to our long-term success. The substantial majority of the compensation paid to the non-employee directors is in the form of fixed-value annual grants of Colgate equity pursuant to the stockholder-approved Colgate-Palmolive Company 2019 Incentive Compensation Plan (the “2019 Plan”), which helps foster commonality of interest between our directors and our stockholders. In making recommendations to the Board regarding director compensation, the NGCR Committee annually reviews information provided by the Global Human Resources function regarding recent trends in director compensation and comparison data regarding peer company practices in the compensation comparison group discussed in the CD&A. The Global Human Resources function purchases subscriptions from the National Association of Corporate Directors and Equilar, from which they receive such comparison data. Based on its review of the information provided by the Global Human Resources function, the NGCR Committee determines whether to recommend to the Board any changes in the director compensation program. Based on the 2023 review, the NGCR Committee and the Board determined not to make any changes to the director compensation program. In 2023, non-employee director compensation consisted of the following, as applicable:

  40. Compensation of Directors

    | Annual Share Grant | Shares of Common Stock equal in value to $180,000 | | Annual Retainer | $75,000 | | Stock Option Grant | Options to purchase shares of Common Stock equal in value to $45,000 | | Lead Director Retainer | $20,000 | | Committee Chair Retainers | $10,000 for the chair of each committee | | Expenses and Benefits | Reimbursement of travel and related expenses incurred in attending meetings; life and travel/accident insurance; and Charitable Matching Gifts Program available to U.S. employees as described below |

  41. Compensation of Directors

    Mr. Wallace received no compensation for serving on the Board in 2023.

  42. Director Compensation Governance Features

    Director Compensation Governance Features Under our stock ownership guidelines, independent directors are required to own stock equal in value to at least five times their annual share grant. Directors have five years from the date of their initial election to achieve required ownership levels. Compliance with these guidelines is evaluated on an annual basis. All of the directors are in compliance with this policy. For more information on director stock ownership, see “Stock Ownership—Stock Ownership of Directors and Executive Officers.” Directors are also prohibited from engaging in transactions to hedge against declines in the value of our stock and from pledging Colgate stock, as further described in the CD&A. During 2023, all of the directors were in compliance with both the anti-hedging and anti-pledging policies.

  43. Director Compensation Governance Features

    | 26 | |

  44. Director Compensation

    Director Compensation The following table shows the compensation earned by each non-employee director in 2023.

  45. Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | (a) | (b) | (c) | (d) | (g) | (h) | | John P. Bilbrey | 85,000(5) | 179,998(5) | 44,990 | 715 | 310,703 | | John T. Cahill | 85,000 | 179,998 | 44,990 | 715 | 310,703 | | Steve Cahillane(6) | 56,250(5) | 164,998 | 41,246 | 318 | 262,812 | | Lisa M. Edwards | 75,000(5) | 179,998 | 44,990 | 260 | 300,248 | | C. Martin Harris | 75,000 | 179,998(5) | 44,990 | 715 | 300,703 | | Martina Hund-Mejean | 77,500 | 179,998(5) | 44,990 | 8,450 | 310,938 | | Kimberly A. Nelson | 75,000 | 179,998(5) | 44,990 | 8,450 | 308,438 | | Lorrie M. Norrington | 100,000(5) | 179,998(5) | 44,990 | 8,450 | 333,438 | | Michael B. Polk(7) | 63,750 | 179,998 | 44,990 | 300 | 289,038 | | Stephen I. Sadove | 80,000 | 179,998 | 44,990 | 9,056 | 314,044 |

  46. NOTES TO THE DIRECTOR COMPENSATION TABLE

    NOTES TO THE DIRECTOR COMPENSATION TABLE

  47. NOTES TO THE DIRECTOR COMPENSATION TABLE

    | (1) Consists of an annual retainer and lead director and committee chair retainers, as described above. | | (2) This column reflects the aggregate grant date fair value of stock awards granted to each non-employee director in 2023. The grant date fair value of stock awards granted to each non-employee director in 2023 was $81.08 per share, based on the fair market value of our Common Stock on the date of grant. | | (3) This column reflects the aggregate grant date fair value of stock option awards granted to each non-employee director in 2023. The key terms of such stock options are as follows: (i) the exercise price is equal to the closing price of our Common Stock on the date of grant; (ii) the term is eight years; and (iii) they vest in equal annual installments over three years. The grant date fair value of stock options granted to each non-employee director in 2023 was $15.60 per option. The estimated value of options is calculated using the Black-Scholes-Merton option pricing model (the “Black-Scholes model”). For a description of the assumptions used to calculate the amounts shown in this column, see Note 8 (“Capital Stock and Stock-Based Compensation Plans”) to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. The aggregate number of stock options outstanding for each non-employee director as of December 31, 2023 was as follows: Mr. Bilbrey—24,271; Mr. Cahill—17,942; Mr. Cahillane— 2,644; Ms. Edwards—17,247; Dr. Harris—20,702; Ms. Hund-Mejean—13,079; Ms. Nelson—9,015; Ms. Norrington—17,942; Mr. Polk—0; and Mr. Sadove—17,942. | | (4) The amounts shown consist of (i) the value of Company-paid life insurance premiums and (ii) matching charitable donations contributed by Colgate in the director’s name pursuant to the Charitable Matching Gifts Program, which is available to all directors and to U.S. employees who are actively employed on a full-time basis. Under the Charitable Matching Gifts Program, we match an individual’s contributions of up to $8,000 per year that are made to eligible institutions on a 1:1 basis. We do not match certain gifts, such as contributions to organizations that are not tax-exempt, dues to alumni or similar groups, tuition payments, contributions to school funds or associations that are not used exclusively to support educational purposes of the institution and any gift for which the donor receives a substantial benefit. | | (5) Messrs. Bilbrey and Cahillane and Ms. Norrington each elected to defer the cash retainer they earned in 2023 and Ms. Edwards elected to defer 50% of the cash retainer she earned in 2023. Mr. Bilbrey, Dr. Harris and Mses. Hund-Mejean, Nelson and Norrington each elected to defer the share grant they earned in 2023 pursuant to the procedure described above. | | (6) Mr. Cahillane became a director effective February 1, 2023. Therefore, his annual retainer, annual share grant and stock option grant were prorated to reflect his service during 2023. | | (7) Mr. Polk resigned from the Board effective August 18, 2023. Therefore, his annual retainer was prorated to reflect his service during 2023. |

  48. NOTES TO THE DIRECTOR COMPENSATION TABLE

    | 2024 Proxy Statement | 27 |

  49. Pay for Performance Overview

    Pay for Performance Overview The key principles underlying our compensation philosophy are aligning pay and performance, driving strong business results and our strategic plan, focusing on long-term shareholder return, motivating and retaining critical talent and reflecting external market and competitive practices. Annual and long-term incentive award payments vary based on our business performance, and long-term incentive award payments and the value of equity awards also vary based on the performance of our common stock (“Common Stock”). Reflecting these principles, target direct compensation (salary and target annual and long-term incentives) for the executive officers listed in the Summary Compensation Table of this Proxy Statement (the “Named Officers”) is designed to be weighted more heavily towards incentive compensation than fixed compensation. For 2023, 89% of the target direct compensation of our Chairman, President and Chief Executive Officer (“CEO”) and 76% of the average target direct compensation of our other Named Officers was incentive compensation, as the following charts demonstrate.

  50. Evolution of Long-Term Incentive Compensation Structure

    Evolution of Long-Term Incentive Compensation Structure In 2023, the P&O Committee oversaw a review of our long-term incentive compensation structure and, with support from the other independent directors, determined to add an additional type of equity to our long-term incentive program. Through 2022, we used two types of long-term incentives for officers, each weighted 50%: performance-based restricted stock units (“PBRSUs”) and stock options. Starting in 2023, PBRSUs continued to comprise 50% of the long-term incentive program for officers, while stock options comprised 30% and time-based restricted stock units (“RSUs”) comprised 20%. The P&O Committee believes the new structure better aligns with market standards and practice, while still focusing on growth and driving long-term performance and retention. See pages 39 to 40 for more information regarding the new time-based RSU awards, including their terms and conditions.

  51. Performance Measures

    Performance Measures The P&O Committee selected the following performance measures in 2023 to assess the performance of the Named Officers in 2023 and in the three-year performance period commencing in 2023:

  52. Performance Measures

    | Pay Component | CEO 2023 Target Compensation Mix | Other Named Officer Average 2023 Target Compensation Mix | Performance Measures (for Annual Incentives and PBRSUs) | Performance Period | Form of Payment | | Annual incentive | | | ●Base Business Earnings Per Share ●Organic sales growth ●Strategic initiatives | One year (2023) | Cash bonus | | Long-term incentive* | | | ●Organic sales growth relative to the Comparison Group (defined below) ●Base Business Net Income (defined below) growth relative to the Comparison Group ●Free Cash Flow Productivity ●Total shareholder return relative to the Comparison Group (modifier) | Three years (2023-2025) | PBRSUs (vesting in 2026, if earned) |

  53. Performance Measures

    | * Percentages shown include the target value of PBRSU awards for the 2023-2025 performance cycle pursuant to our Growth Performance Plan and the target value of stock option and time-based RSU awards based on salary grade guidelines. |

  54. Performance Measures

    The performance measures in the annual and long-term incentive programs were selected to drive our growth strategy and focus on sustainable value creation.

  55. Annual Incentive Awards

    Annual Incentive Awards

  56. Annual Incentive Awards

    | Measure | Target | 2023 Results | Outcome | Comparison vs. Comparison Group* | | Base Business Earnings Per Share | $3.02–$3.07 | $3.23 | 180.0% of the assigned award opportunities for each of the Named Officers. | ●Annual bonuses for the Named Officers (other than Mr. Wallace) were paid at approximately the 68th to the 92nd percentile of annual bonuses for similar jobs in the Comparison Group. ●Mr. Wallace’s earned award represented a payout at approximately the 80th percentile of annual bonuses for CEOs in the Comparison Group. | | Organic Sales Growth | 5.8% | 8.4% | | | | Strategic Initiatives | See below description | | | |

  57. Annual Incentive Awards

    | * Based on the most recent data available. |

  58. Annual Incentive Awards

    In determining the extent to which the strategic measure was achieved, the P&O Committee considered achievement against our enterprise-wide innovation, digital transformation, DE&I and sustainability goals. Following this evaluation, the P&O Committee determined that the strategic measure should pay out at 140% of target, based on our strong performance against those goals as described under “Compensation Components—Annual Incentives” below.

  59. Annual Incentive Awards

    | 30 | |

  60. Long-Term Incentive Awards

    Long-Term Incentive Awards

  61. 2023-2025 Long-Term Incentive Awards Performance Cycle (Growth Performance Plan)

    2023-2025 Long-Term Incentive Awards Performance Cycle (Growth Performance Plan)

  62. 2023-2025 Long-Term Incentive Awards Performance Cycle (Growth Performance Plan)

    | Measure | Target | Status | | Relative Organic Sales Growth | Performance at the 50th percentile of the Comparison Group | ●If PBRSUs were to vest solely based on performance achieved through December 31, 2023, payout would be between the target and maximum levels. Performance over the remaining two years of the performance period will determine the actual number of shares earned, if any. ●PBRSUs will vest, if earned, in 2026. | | Relative Base Business Net Income Growth | Performance at the 50th percentile of the Comparison Group | | | Free Cash Flow Productivity | 95% | | | Total Shareholder Return Modifier | The number of PBRSUs may increase or decrease by up to 25% based on our total shareholder return relative to the Comparison Group | |

  63. Stock Options and Time-Based RSUs

    Stock Options and Time-Based RSUs In 2023, the P&O Committee approved annual stock option and time-based RSU awards for the Named Officers. These awards are made based on guidelines set for each salary grade, which are established annually based on a review of market data and share usage.

  64. CEO Total Direct Compensation*

    | | 18% vs. 2022 Primarily due to increases in his annual cash bonus, reflecting our strong 2023 operating performance, and in his base salary, target PBRSU award and other long-term incentive awards, reflecting the P&O Committee’s approach to his compensation as described on pages 33 to 34. |

  65. Compensation Philosophy

    | | Base salary | Annual incentives | Long-term incentives | | ALIGN PAY AND PERFORMANCE | | | | | Multiple performance measures are used to ensure a focus on overall Company performance. | | | | | Payouts vary based upon the degree to which performance measures are achieved. | | | | | We do not guarantee minimum base salaries, bonuses or levels of equity or other incentives for our Named Officers, through employment agreements or otherwise. | | | | | DRIVE STRONG BUSINESS RESULTS AND OUR STRATEGIC PLAN | | | | | Selecting performance measures, such as organic sales growth, net income growth, earnings per share and free cash flow productivity, that are key metrics for investors fosters profitable growth and increases shareholder value. | | | | | Using performance measures tied to our annual and long-term goals, the achievement of which the Named Officers have the ability to influence, motivates the Named Officers to achieve strong and sustained business results. | | | | | Using performance measures tied to our strategy, such as innovation, digital transformation, DE&I and sustainability initiatives, helps align compensation with and drive our strategic growth priorities. | | | | | Using measures in the long-term incentive award program that emphasize our performance relative to peers focuses the Named Officers on achieving peer-leading performance. | | | | | FOCUS ON LONG-TERM SHAREHOLDER RETURN | | | | | Our Growth Performance Plan has a three-year performance period, driving a focus on long-term results. | | | | | A significant portion of the Named Officers’ total compensation is paid in equity (approximately 45-60% in 2023), aligning the interests of the Named Officers with those of stockholders. | | | | | The Named Officers’ payout through the Growth Performance Plan varies based on our three-year total shareholder return compared to a defined peer group, directly tying a portion of the Named Officers’ compensation opportunity to relative shareholder return. | | | | | Our use of stock options, which provide value only to the extent that our stock price appreciates, provides an effective link to changes in shareholder value that aligns the interests of stockholders and executives. | | | | | Stock ownership guidelines require that executives own significant levels of stock, further strengthening the focus on long-term shareholder return. | | | | | MOTIVATE AND RETAIN CRITICAL TALENT AND REFLECT EXTERNAL MARKET AND COMPETITIVE PRACTICES | | | | | We regularly benchmark our compensation programs and design the programs to compensate executives at the median level, with above-median payouts for superior performance and below-median payouts for performance below expectations. | | | | | Using components that measure performance against both financial results and key strategic initiatives aligns with market practice. | | | | | To promote equal pay and fairness, our policy is to compensate each individual at a level commensurate with their role, work location, individual performance and experience, irrespective of gender, race, ethnicity or any other category protected by law. | | | | | Individual performance influences salary increases and can influence stock option and time-based RSU awards, motivating the Named Officers to perform at the highest levels. | | | | | We reward executives for strong performance, including by increasing payouts under the long-term incentive award program when we outperform our peers and decreasing payouts when we underperform our peers. | | | |

  66. Role of the P&O Committee

    | ● | Recommends and approves, with the participation and concurrence of the other independent directors, the CEO’s performance goals and compensation; the CEO does not play any role in setting his own compensation; | | ● | Reviews and approves the performance goals and compensation recommended by our Global Human Resources function and the CEO for our other executive officers; | | ● | References tally sheets that summarize all material components of compensation in reviewing and approving compensation for executive officers; and | | ● | Approves the peer group companies that are used as a reference point in designing our compensation programs and in setting compensation levels and that our performance is reviewed against for purposes of making awards that are based on relative performance measures. |

  67. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant

  68. Role of the Independent Compensation Consultant

    | The P&O Committee has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. FW Cook is actively involved in advising the P&O Committee on compensation decisions. |

  69. Role of the Independent Compensation Consultant

    FW Cook, as the P&O Committee’s independent compensation consultant:

  70. Role of the Independent Compensation Consultant

    | ● | Regularly reviews our executive compensation programs with the P&O Committee; | | ● | Advises the P&O Committee on the setting of target compensation levels, the design of our variable incentive plans and the setting of performance goals; | | ● | Helps the P&O Committee ensure there is a strong positive relationship between earned compensation and performance, as measured by operating results and changes in shareholder value; | | ● | Provides observations and recommendations about the peer group companies that are used as a reference point in designing our compensation programs and in setting compensation levels and that our performance is reviewed against for purposes of making awards that are based on relative performance measures; and | | ● | Informs the P&O Committee of emerging trends and best practices in executive compensation design and related regulatory developments. |

  71. Compensation Mix

    | Base salary | Annual incentives | Long-term incentives | | | Payable in the form of cash bonuses | Payable in the form of PBRSUs, stock options and time-based RSUs |

  72. Annual Incentives

    Annual Incentives

  73. Performance Measures and Bonus Payouts

    Performance Measures and Bonus Payouts

  74. Financial Measures (80%)

    Financial Measures (80%) 80% of the 2023 cash bonuses for the Named Officers were based on financial performance measures, namely Base Business Earnings Per Share and organic sales growth, in each case as reported in our 2023 financial results. The organic sales growth measure was selected to drive our growth strategy and reflect the underlying momentum of our business. The earnings-per-share measure was selected to create a strong focus on our overall profit goal and its underlying drivers of sales, cost control and financial efficiency. The earnings-per-share measure is adjusted for the effects of the following, as applicable: restructuring charges, charges for certain litigation and tax matters, acquisition-related costs, gains and losses from certain divestitures and certain other unusual, non-recurring items. The purpose of the adjustments is to ensure that the measurement of performance reflects factors that management can directly control and that payout levels are not impacted by factors unrelated to the ongoing operation of the business. These adjustments are consistent with the presentation in our public filings in which the impact of these items is discussed separately. The P&O Committee established annual bonus targets in March 2023 consistent with our publicly announced guidance for 2023 and based on our 2023 plan to drive profitable net and organic sales growth through science-led, core and premium innovation, revenue growth management, digital transformation and investing behind our strategic priorities while continuing to manage through the cost environment. As in 2022, the P&O Committee set the 2023 earnings-per-share target as a range, rather than a single number, due to interest rate and foreign exchange volatility and consistent with our publicly announced guidance. Given the economic and market conditions at the time the targets for the annual bonus award were set, the target goals were designed to be challenging but achievable, with payout levels intended to encourage strong, focused performance in a difficult operating environment characterized by continued raw material cost inflation, foreign exchange volatility and high interest rates. We take into account the budget for our share repurchase program when setting our earnings-per-share targets, and no decisions about share repurchase plans are tied to an attempt to influence compensation results.

  75. Financial Measures (80%)

    If Base Business Earnings Per Share was less than $2.82 or organic sales growth was less than 3.6%, no annual bonus would be paid with respect to that component. To the extent performance on either performance measure fell between two applicable values, the applicable payout percentage would be interpolated on a linear basis.

  76. Strategic Initiatives (20%)

    Strategic Initiatives (20%) The remaining 20% of the 2023 annual cash bonuses for the Named Officers was determined based on our progress on certain strategic initiatives, measured by considering our performance during 2023 against our enterprise-wide innovation, digital transformation, DE&I and sustainability goals. The strategic measure was selected to further align compensation with our strategic priorities to build competitive advantage through digital and data capabilities, deliver innovation that drives category growth, foster a culture where everyone feels they belong and integrate sustainability into our business. Targets for our innovation and digital transformation measures are consistent with our strategic plan and are designed to be challenging but achievable and to encourage strong performance relative to external benchmarks, but are not specifically disclosed due to competitive sensitivity. The strategic measure was payable at 25% for threshold performance, 100% for target performance and 200% for maximum performance, as determined by the P&O Committee. However, in the event our performance on either of the two financial performance measures discussed above was below the threshold level, the strategic measure would be capped at 100%. The chart below shows the performance considered by the P&O Committee during its assessment of our 2023 performance against the strategic goals.

  77. Long-term Incentives

    Long-term Incentives

  78. Overview

    Overview Our long-term incentive compensation, all of which is granted in the form of equity, is designed to focus the Named Officers and other Colgate executives on increasing shareholder value and to incentivize their contribution to our long-term growth and performance. In 2023, the P&O Committee oversaw a review of our long-term incentive

  79. Overview

    compensation structure and, with support from the other independent directors, determined to add an additional type of equity to our long-term incentive program. Through 2022, we used two types of long-term incentives for the Named Officers, each weighted 50%: PBRSUs and stock options. Starting in 2023, PBRSUs continued to comprise 50% of the long-term incentive program for the Named Officers, while stock options comprised 30% and time-based RSUs comprised 20%. The P&O Committee believes the new structure better aligns with market standards and practice, while still focusing on growth and driving long-term performance and retention. All three types of long-term incentives for the Named Officers are used to balance and support the key principles discussed on page 32. Because their value is solely dependent on appreciation in stock price, stock options strongly support the objectives of ensuring that pay is aligned with changes in shareholder value and creating commonality of interest between the Named Officers and stockholders. Time-based RSUs similarly align the interests of our Named Officers with those of our stockholders because their value increases or decreases as our stock price changes. The use of PBRSUs ensures that the amount of long-term incentive compensation granted is tied directly to both relative increases in shareholder value and the achievement of critically important multi-year financial performance objectives. Due to the multi-year earning and/or vesting requirements, all of our long-term incentives support the goal of retaining the Named Officers and other key executives. Consistent with our longstanding practice of encouraging stock ownership throughout the organization to reward employees for the long-term value they create and to align management and stockholder interests, long-term equity grants are the largest component of target direct compensation for the Named Officers. With the exception of Mr. Wallace, whose long-term incentives are targeted above the median as described on page 34, following a review of the practices of the Comparison Group, long-term incentives are generally targeted near the median of the Comparison Group, with above-median awards available based on superior performance and below-median awards available based on performance below expectations. In 2023, our annual stock option and RSU utilization for all awards was 0.48% of outstanding stock, placing us at the 48th percentile of the Comparison Group based on available market data.

  80. Equity Grant Process and Policies

    Equity Grant Process and Policies We make annual equity awards at the same predetermined times each year, at regularly scheduled P&O Committee meetings in the first and third quarters. Equity awards for new hires or newly promoted employees or special awards for recognition or retention purposes are generally made on a monthly basis. The grant date of any award is no earlier than the date on which such award is approved, and the grant price of any award is never less than the closing price of our Common Stock on the date of grant. All awards are granted under a stockholder-approved plan.

  81. Stock Options and Time-Based Restricted Stock Units

    Stock Options and Time-Based Restricted Stock Units

  82. Overview

    Overview The number of stock options and time-based RSUs granted to individual executives is determined based on guidelines set for each salary grade level. Established annually, the stock option and time-based RSU guidelines are determined based on a review of market data and share usage. Actual awards may vary from such guidelines based on a qualitative assessment of factors similar to those used to determine salary, including each individual’s performance, the performance of the business unit or function for which they are responsible and the assumption of new job responsibilities. (See discussion of salary on page 36.) As with other compensation decisions, in the case of the CEO, the P&O Committee makes such assessment with the participation and concurrence of the other independent directors of the Board and considering advice from its independent consultant, FW Cook. In the case of the other Named Officers, the P&O Committee reviews and approves awards taking into account the recommendations of the Global Human Resources function and the CEO.

  83. Stock Option and Time-Based RSU Grants

    Stock Option and Time-Based RSU Grants During 2023, all of the stock option and time-based RSU grants to the Named Officers were at our guideline award level. See columns (i) and (j) of the Grants of Plan-Based Awards Table for the number of time-based RSUs and stock options, respectively, granted to the Named Officers in 2023. Mr. Wallace’s awards for 2023 were 206,515 stock options and 28,148 time-based RSUs, both consistent with the pre-established guideline.

  84. Stock Option Terms

    Stock Option Terms Stock options vest in equal annual installments over three years, the exercise price of the stock options is equal to the closing price of our Common Stock on the date of grant and the term of the stock options is eight years. Unvested stock options are forfeited if the recipient terminates their employment, other than through retirement, death or disability. For more information regarding the effect of various types of termination of employment on the vesting of stock options, see page 53.

  85. Stock Option Terms

    | 2024 Proxy Statement | 39 |

  86. Time-Based RSU Terms

    Time-Based RSU Terms Time-based RSU awards vest in equal annual installments over three years and are distributed as shares of Common Stock upon vesting. Unvested awards are forfeited if the recipient terminates their employment, other than through retirement, death or disability. For more information regarding the effect of various types of termination of employment on the vesting of time-based RSUs, see page 53. Recipients of time-based RSU awards do not have voting rights or receive dividends until the awards vest. During the vesting period, dividend equivalents in the form of additional RSUs accrue at the same rate that dividends are paid on our Common Stock, to be distributed as shares together with the underlying award.

  87. Performance-Based Restricted Stock Unit Awards

    Performance-Based Restricted Stock Unit Awards

  88. Awards

    Awards Under our Growth Performance Plan, executives, including the Named Officers, receive PBRSUs at the beginning of each three-year performance cycle. Each year, at the beginning of a three-year performance cycle, the P&O Committee approves a set of performance goals and a target award expressed in dollars, which is converted into PBRSUs by dividing the dollar value by the closing price of our Common Stock on the grant date. The number of PBRSUs that are earned and vest at the end of the performance period will be determined based on our performance against the pre-established performance goals. The PBRSUs will vest, to the extent earned, following the conclusion of the three-year performance period when actual performance is known and certified by the P&O Committee and shares of Common Stock are delivered in respect of the earned PBRSUs following vesting. In addition, the P&O Committee has discretion to adjust earned awards upward or downward, subject to award limits established by the P&O Committee at the time the performance measures were set. For the 2023-2025 performance cycle, Mr. Wallace’s target award was 71,839 PBRSUs and the target award for each of the other Named Officers ranged from 13,527 PBRSUs to 20,325 PBRSUs. All such target awards were granted in March 2023. Depending upon performance against the pre-established measures discussed below, including the modifier based on total shareholder return relative to peers, the number of PBRSUs that can be earned ranges from zero, if performance falls below a certain level, to a maximum of 250% of the target number of PBRSUs. The actual value of the payout from the PBRSUs will be determined in 2026 and will depend upon achievement of the performance goals as well as the price of our Common Stock at the time of vesting.

  89. Performance Measures

    Performance Measures The performance measures used for the 2023-2025 performance cycle are described below.

  90. Performance Measures

    | Performance Measure | Weight | Threshold | Target | Maximum | | Average organic sales growth relative to the Comparison Group over the three-year performance period | 50% | | | | | Average Base Business Net Income growth relative to the Comparison Group over the three-year performance period* | 30% | | | | | Average Free Cash Flow Productivity over the three-year performance period | 20% | | | |

  91. Performance Measures

    | * We adjust net income in our audited financial statements for the effects of the following, as applicable: restructuring charges, charges for certain litigation and tax matters, acquisition-related costs, gains and losses from certain divestitures and certain other unusual, non-recurring items. For purposes of this Proxy Statement, this is referred to as “Base Business Net Income.” Comparable adjustments are also made to net income of the companies in the Comparison Group for purposes of determining relative performance. |

  92. Performance Measures

    If performance on any of the performance measures is below the threshold level, no PBRSUs would be earned with respect to that component. To the extent performance on any of the performance measures falls between two applicable values, the applicable payout percentage would be interpolated on a linear basis. These measures were chosen based on our view that together they will drive sustainable profitable growth while reflecting the underlying momentum and strong fundamentals of our business and our ability to generate cash to satisfy current and future obligations, reinvest in business-building activities and return value to stockholders. The measures are primarily based on our performance relative to peers to ensure focus on delivering peer-leading performance, no matter the marketplace conditions. The Growth Performance Plan also includes a total shareholder return modifier to further link awards to the shareholder experience and hold management accountable for outperforming peers. The number of PBRSUs earned following

  93. Performance Measures

    | 40 | |

  94. Performance Measures

    completion of the 2023-2025 performance cycle may increase or decrease by up to 25% based on our total shareholder return, defined as stock price appreciation (calculated using trailing 20-day average closing stock prices) plus dividends paid, relative to the Comparison Group over the same three-year period, as follows:

  95. Performance Measures

    | Company's TSR Relative to Comparison Group | Award Modifier | | ≥75th percentile | +25% | | 61st – 74th percentile | +10% | | 40th – 60th percentile | 0 | | 26th – 39th percentile | -10% | | ≤25th percentile | -25% |

  96. Performance Measures

    In the event our total shareholder return over the performance period is negative, no participant would be eligible to earn more than the target number of PBRSUs, even if our performance on the other performance measures would otherwise entitle them to a higher payout.

  97. Clawback Policies

    Clawback Policies In accordance with New York Stock Exchange listing standards, the Board has adopted a mandatory clawback policy that requires us to recoup excess incentive compensation paid to our executive officers as a result of a financial restatement, regardless of any misconduct or fault on the part of the executive officer. We also continue to maintain a broader, discretionary clawback policy that permits us to recoup cash and equity incentive compensation made to our executive officers and other executives subject to the policy in the event of a financial restatement or if the executive engaged in conduct that violates our Code of Conduct. In addition, our equity award agreements include non-competition, non-solicitation and non-interference restrictions in the event of an employee’s departure from Colgate. Failure to comply with any of these requirements may result in forfeiture and/or cancellation of equity awards.

  98. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation of our Chief Executive Officer, Chief Financial Officer and three other most highly compensated executive officers (the “Named Officers”) for 2023, 2022 and 2021, as applicable.

  99. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Noel R. Wallace Chairman, President and Chief Executive Officer | 2023 | 1,475,000 | — | 6,863,950 | 3,075,008 | 4,725,000 | 52,764 | 929,862 | 17,121,584 | | | 2022 | 1,387,500 | — | 4,364,655 | 4,750,006 | 3,300,150 | 31,939 | 628,156 | 14,462,406 | | | 2021 | 1,337,500 | — | 6,403,522 | 4,500,006 | 2,613,600 | 29,102 | 574,421 | 15,458,151 | | Stanley J. Sutula III Chief Financial Officer | 2023 | 959,750 | — | 1,941,996 | 870,008 | 1,754,316 | — | 163,589 | 5,689,659 | | | 2022 | 905,018 | 589,199(7) | 1,022,228 | 1,112,503 | 1,232,694 | — | 138,685 | 5,000,327 | | | 2021 | 868,488 | 877,908(7) | 983,698 | 1,060,005 | 952,494 | — | 78,717 | 4,821,310 | | Jennifer M. Daniels Chief Legal Officer and Secretary | 2023 | 880,098 | — | 1,292,516 | 579,013 | 1,284,077 | — | 196,001 | 4,231,705 | | | 2022 | 835,748 | — | 845,343 | 920,008 | 910,820 | — | 138,252 | 3,650,171 | | | 2021 | 800,475 | — | 1,356,976 | 831,250 | 683,783 | — | 139,232 | 3,811,716 | | Prabha Parameswaran Group President, Growth and Strategy | 2023 | 908,543 | — | 1,292,516 | 579,013 | 1,319,458 | 15,226 | 402,012 | 4,516,768 | | | 2022 | 876,475 | — | 845,343 | 920,008 | 953,999 | 7,655 | 196,010 | 3,799,490 | | | 2021 | 800,475 | — | 1,356,976 | 831,250 | 683,783 | 6,790 | 167,850 | 3,847,124 | | Panagiotis Tsourapas Group President, Europe and Developing Markets | 2023 | 908,543 | — | 1,292,516 | 579,013 | 1,319,458 | 4,404 | 280,998 | 4,384,932 | | | 2022 | 876,475 | — | 845,343 | 920,008 | 953,999 | 2,215 | 196,333 | 3,794,373 | | | 2021 | 800,475 | — | 1,356,976 | 831,250 | 683,783 | 1,964 | 188,508 | 3,862,956 |

  100. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table shows information in accordance with SEC requirements about the non-equity incentive awards, stock options, PBRSUs and time-based RSU awards that are reflected in the Summary Compensation Table for 2023 and that were granted to the Named Officers either during, or with respect to services rendered in, 2023.

  101. Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Possible Payouts Under Equity Incentive Plan Awards(2) | | | 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 ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (3) | (4) | | (5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | Noel R. Wallace | 3/9/23 | | | | 7,184 | 71,839 | 143,678 | | | | 4,813,931 | | | 9/13/23 | | | | | | | 28,148 | | | 2,050,019 | | | 9/13/23 | | | | | | | | 206,515 | 72.83 | 3,075,008 | | | 2/15/24 | 131,250 | 2,625,000 | 5,250,000 | | | | | | | | | Stanley J. Sutula III | 3/9/23 | | | | 2,033 | 20,325 | 40,650 | | | | 1,361,978 | | | 9/13/23 | | | | | | | 7,964 | | | 580,018 | | | 9/13/23 | | | | | | | | 58,429 | 72.83 | 870,008 | | | 2/15/24 | 48,731 | 974,620 | 1,949,240 | | | | | | | | | Jennifer M. Daniels | 3/9/23 | | | | 1,353 | 13,527 | 27,054 | | | | 906,444 | | | 9/13/23 | | | | | | | 5,301 | | | 386,072 | | | 9/13/23 | | | | | | | | 38,886 | 72.83 | 579,013 | | | 2/15/24 | 35,669 | 713,376 | 1,426,752 | | | | | | | | | Prabha Parameswaran | 3/9/23 | | | | 1,353 | 13,527 | 27,054 | | | | 906,444 | | | 9/13/23 | | | | | | | 5,301 | | | 386,072 | | | 9/13/23 | | | | | | | | 38,886 | 72.83 | 579,013 | | | 2/15/24 | 36,652 | 733,032 | 1,466,064 | | | | | | | | | Panagiotis Tsourapas | 3/9/23 | | | | 1,353 | 13,527 | 27,054 | | | | 906,444 | | | 9/13/23 | | | | | | | 5,301 | | | 386,072 | | | 9/13/23 | | | | | | | | 38,886 | 72.83 | 579,013 | | | 2/15/24 | 36,652 | 733,032 | 1,466,064 | | | | | | | |

  102. NOTES TO THE GRANTS OF PLAN-BASED AWARDS TABLE

    NOTES TO THE GRANTS OF PLAN-BASED AWARDS TABLE

  103. NOTES TO THE GRANTS OF PLAN-BASED AWARDS TABLE

    | (1) The amounts shown represent the threshold, target and maximum payouts for annual performance-based cash bonuses under the stockholder-approved 2019 Plan with respect to services rendered in 2023. The threshold amounts represent the potential payout if performance against the pre-established performance measures is at the lowest level resulting in an award being paid, while the target and maximum amounts represent the potential payout if performance against the pre-established performance measures is at target and maximum levels, respectively. The actual amounts awarded are reported in column (g) of the Summary Compensation Table. See pages 37 to 38 of the CD&A for a description of our annual incentive program, including the above-mentioned performance measures. | | (2) The amounts shown represent the number of shares the Named Officers are eligible to earn at the threshold, target and maximum levels in connection with the target PBRSUs granted to the Named Officers in March 2023 under the Growth Performance Plan pursuant to the stockholder-approved 2019 Plan for the 2023-2025 performance cycle. The threshold amounts represent the number of shares that would be earned if performance against the pre-established performance measures is at the lowest level resulting in an award being paid, while the target and maximum amounts represent the number of shares that would be earned if performance against the pre-established performance measures is at target and maximum levels, respectively. The awards are also subject to a relative total shareholder return modifier. The aggregate grant date fair value of such awards is included in column (e) of the Summary Compensation Table. As described in more detail on pages 40 to 42 of the CD&A, these PBRSUs provide the Named Officers with an opportunity to earn shares of Common Stock, the amount of which will be determined based on our performance against pre-established performance measures over the three-year performance period from January 1, 2023 to December 31, 2025. Target award opportunities were expressed in dollars and converted into the target number of PBRSUs based on the price of our Common Stock on the date of grant. | | (3) The amounts shown represent annual time-based RSU awards granted in September 2023 under the stockholder-approved 2019 Plan. The aggregate grant date fair value of such awards is included in column (e) of the Summary Compensation Table. These RSUs will vest in equal annual installments over three years. | | (4) The amounts shown represent annual stock option awards granted in September 2023 under the stockholder-approved 2019 Plan. The aggregate grant date fair value of such awards is included in column (f) of the Summary Compensation Table. The key terms of our stock options are as follows: (i) the exercise price is equal to the closing price of our Common Stock on the date of grant; (ii) the term is eight years; and (iii) they vest in equal annual installments over three years. | | (5) This column shows the grant date fair value of: (i) the unearned PBRSUs granted to the Named Officers in March 2023 under the Growth Performance Plan for the 2023-2025 performance cycle calculated in accordance with accounting guidance; (ii) the time-based RSU awards shown in column (i) of this table calculated based on the fair market value of our Common Stock (which is the closing stock price) on the date of grant; and (iii) the stock option awards shown in column (j) of this table calculated using the Black-Scholes model. For a description of the assumptions used to calculate these amounts, see Note 8 (“Capital Stock and Stock-Based Compensation Plans”) to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. |

  104. NOTES TO THE GRANTS OF PLAN-BASED AWARDS TABLE

    | 46 | |

  105. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table contains information about stock options, PBRSUs and other RSUs held by the Named Officers as of December 31, 2023.

  106. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards(1)(2) | | | | | Stock Awards(1) | | | | | Name (a) | Option Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c)(3) | Option Exercise Price ($) (e) | Option Expiration Date (f) | Number of Shares or Units of Stock That Have Not Vested (#) (g)(4)(5) | Market Value of Shares or Units of Stock That Have Not Vested ($) (h)(6) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i)(7) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j)(8) | | Noel R. Wallace | 9/13/18 | 105,486 | — | 68.16 | 9/13/24 | 112,411 | 8,960,281 | 208,006 | 16,580,158 | | | 9/12/19 | 322,042 | — | 72.29 | 9/12/27 | | | | | | | 9/10/20 | 377,443 | — | 76.41 | 9/10/28 | | | | | | | 9/10/21 | 270,027 | 135,014 | 77.04 | 9/10/29 | | | | | | | 9/9/22 | 107,636 | 215,274 | 78.03 | 9/9/30 | | | | | | | 9/13/23 | — | 206,515 | 72.83 | 9/13/31 | | | | | | Stanley J. Sutula III | 11/9/20 | 97,843 | — | 81.78 | 11/9/28 | 20,983 | 1,672,555 | 55,716 | 4,441,122 | | | 9/10/21 | 63,606 | 31,804 | 77.04 | 9/10/29 | | | | | | | 9/9/22 | 25,209 | 50,420 | 78.03 | 9/9/30 | | | | | | | 9/13/23 | — | 58,429 | 72.83 | 9/13/31 | | | | | | Jennifer M. Daniels | 9/13/18 | 61,633 | — | 68.16 | 9/13/24 | 23,135 | 1,844,091 | 39,513 | 3,149,581 | | | 9/12/19 | 66,250 | — | 72.29 | 9/12/27 | | | | | | | 9/10/20 | 69,938 | — | 76.41 | 9/10/28 | | | | | | | 9/10/21 | 49,880 | 24,940 | 77.04 | 9/10/29 | | | | | | | 9/9/22 | 20,847 | 41,696 | 78.03 | 9/9/30 | | | | | | | 9/13/23 | — | 38,886 | 72.83 | 9/13/31 | | | | | | Prabha Parameswaran | 9/13/18 | 56,836 | — | 68.16 | 9/13/24 | 23,079 | 1,839,627 | 39,513 | 3,149,581 | | | 9/12/19 | 66,794 | — | 72.29 | 9/12/27 | | | | | | | 9/10/20 | 69,938 | — | 76.41 | 9/10/28 | | | | | | | 9/10/21 | 49,880 | 24,940 | 77.04 | 9/10/29 | | | | | | | 9/9/22 | 20,847 | 41,696 | 78.03 | 9/9/30 | | | | | | | 9/13/23 | — | 38,886 | 72.83 | 9/13/31 | | | | | | Panagiotis Tsourapas | 9/13/18 | 30,433 | — | 68.16 | 9/13/24 | 23,135 | 1,844,091 | 39,513 | 3,149,581 | | | 9/12/19 | 66,794 | — | 72.29 | 9/12/27 | | | | | | | 9/10/20 | 69,938 | — | 76.41 | 9/10/28 | | | | | | | 9/10/21 | 49,880 | 24,940 | 77.04 | 9/10/29 | | | | | | | 9/9/22 | 20,847 | 41,696 | 78.03 | 9/9/30 | | | | | | | 9/13/23 | — | 38,886 | 72.83 | 9/13/31 | | | | |

  107. NOTES TO THE OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    NOTES TO THE OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

  108. NOTES TO THE OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (1) For information regarding the treatment of these awards in the event of termination of employment under various circumstances including retirement, see “Executive Severance and Other Termination Benefits—Equity Awards.” | | (2) The following table contains information about the aggregate value of stock options held by each of the Named Officers as of December 31, 2023. The values shown are calculated based on the difference between the closing price of our Common Stock on December 31, 2023 and the applicable exercise prices. |

  109. NOTES TO THE OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | | Value of Unexercised In-the-Money Options at Fiscal Year-End | | | Named Officer | Exercisable ($) | Unexercisable ($) | | Noel R. Wallace | 5,755,277 | 2,142,971 | | Stanley J. Sutula III | 212,179 | 571,614 | | Jennifer M. Daniels | 1,602,434 | 404,175 | | Prabha Parameswaran | 1,551,065 | 404,175 | | Panagiotis Tsourapas | 1,246,111 | 404,175 |

  110. NOTES TO THE OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (3) The stock option awards shown in this column vest as follows: |

  111. NOTES TO THE OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | Named Officer | 9/9/24 | 9/10/24 | 9/13/24 | 9/9/25 | 9/13/25 | 9/13/26 | | Noel R. Wallace | 107,637 | 135,014 | 68,838 | 107,637 | 68,838 | 68,839 | | Stanley J. Sutula III | 25,210 | 31,804 | 19,476 | 25,210 | 19,476 | 19,477 | | Jennifer M. Daniels | 20,848 | 24,940 | 12,962 | 20,848 | 12,962 | 12,962 | | Prabha Parameswaran | 20,848 | 24,940 | 12,962 | 20,848 | 12,962 | 12,962 | | Panagiotis Tsourapas | 20,848 | 24,940 | 12,962 | 20,848 | 12,962 | 12,962 |

  112. NOTES TO THE OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | 2024 Proxy Statement | 47 |

  113. NOTES TO THE OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (4) The amounts shown in this column and in note 5 below also include, where applicable, dividend equivalents in the form of additional RSUs that have accrued during the applicable vesting period, rounded down to the nearest whole number. Any accrued fractional RSUs are settled in cash and therefore are not included in the amounts shown. | | (5) The earned PBRSUs and RSUs shown in this column will vest as follows: |

  114. NOTES TO THE OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | | PBRSUs | RSUs | | | | | Named Officer | 2/15/24 | 2/18/24 | 9/13/24 | 9/13/25 | 9/13/26 | | Noel R. Wallace | 56,616 | 28,767 | 8,141 | 9,443 | 9,444 | | Stanley J. Sutula III | 13,337 | — | 2,302 | 2,672 | 2,672 | | Jennifer M. Daniels | 11,010 | 7,036 | 1,533 | 1,778 | 1,778 | | Prabha Parameswaran | 11,010 | 7,002 | 1,511 | 1,778 | 1,778 | | Panagiotis Tsourapas | 11,010 | 7,036 | 1,533 | 1,778 | 1,778 |

  115. NOTES TO THE OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (6) The market value of earned PBRSUs and RSUs that have not vested is calculated based on the closing price of our Common Stock on December 31, 2023. | | (7) The PBRSUs shown in this column were granted under our Growth Performance Plan and will vest, subject to achievement of the applicable performance criteria, in February 2025 and February 2026, as shown in the below table. The amounts shown in this column (and in column (j)) reflect the number of shares each of the Named Officers will earn if the target level of performance is achieved for the 2022-2024 performance cycle and if the maximum level of performance is achieved for the 2023-2025 performance cycle. |

  116. NOTES TO THE OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | | Unearned PBRSUs Under the Growth Performance Plan | | | Named Officer | 2022-2024 Cycle (Vesting in 2025) Target Level | 2023-2025 Cycle (Vesting in 2026) Maximum Level | | Noel R. Wallace | 64,328 | 143,678 | | Stanley J. Sutula III | 15,066 | 40,650 | | Jennifer M. Daniels | 12,459 | 27,054 | | Prabha Parameswaran | 12,459 | 27,054 | | Panagiotis Tsourapas | 12,459 | 27,054 |

  117. NOTES TO THE OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

    | (8) The market value of unearned PBRSUs that have not vested is calculated based on the closing price of our Common Stock on December 31, 2023. |

  118. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table contains information about the number of shares acquired and value realized (including, in the case of RSUs, dividend equivalents in the form of additional RSUs that accrued during the vesting period) during 2023 upon the exercise or vesting of equity awards previously granted to each of the Named Officers.

  119. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name (a) | Number of Shares Acquired on Exercise (#) (b) | Value Realized on Exercise ($) (c)(1) | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e)(2) | | Noel R. Wallace | 98,627 | 401,131 | 46,760 | 3,408,831 | | Stanley J. Sutula III | — | — | 21,976 | 1,608,793 | | Jennifer M. Daniels | 53,207 | 214,446 | 9,606 | 700,180 | | Prabha Parameswaran | 64,373 | 487,939 | 9,628 | 701,884 | | Panagiotis Tsourapas | 103,698 | 832,964 | 9,606 | 700,180 |

  120. NOTES TO THE OPTION EXERCISES AND STOCK VESTED TABLE

    NOTES TO THE OPTION EXERCISES AND STOCK VESTED TABLE

  121. NOTES TO THE OPTION EXERCISES AND STOCK VESTED TABLE

    | (1) The aggregate dollar amount realized upon the exercise of stock options is calculated based on the difference between the fair market value of our Common Stock on the exercise date and the exercise price of the stock option. | | (2) The aggregate dollar amount realized upon the vesting of PBRSUs and RSUs is calculated based on the closing price of our Common Stock on the vesting date of each award. The aggregate dollar amount realized upon the vesting of PBRSUs and RSUs includes the value of any accrued fractional RSUs settled in cash. |

  122. Pension Benefits

    Pension Benefits The following table shows the actuarial present value of each Named Officer’s total accumulated benefit as of December 31, 2023 under the terms of the Retirement Plan and the Supplemental Retirement Plan. As described above, Ms. Daniels and Mr. Sutula are not participants in the Retirement Plan or the Supplemental Retirement Plan and therefore do not appear in the following table.

  123. Pension Benefits

    | Name (a) | Plan Name (b) | Number of Years Credited Service (#) (c)(1) | Present Value of Accumulated Benefit ($) (d)(2) | Payments During Last Fiscal Year ($) (e) | | Noel R. Wallace | Retirement Plan | 26.25 | 522,816 | — | | | Supplemental Retirement Plan | 26.25 | 460,819 | — | | | | | 983,635 | — | | Prabha Parameswaran | Retirement Plan | 16.17 | 259,205 | — | | | Supplemental Retirement Plan | 16.17 | 31,594 | — | | | | | 290,799 | — | | Panagiotis Tsourapas | Retirement Plan | 3.58 | 40,702 | — | | | Supplemental Retirement Plan | 3.58 | 43,422 | — | | | | | 84,124 | — |

  124. NOTES TO THE PENSION BENEFITS TABLE

    NOTES TO THE PENSION BENEFITS TABLE

  125. NOTES TO THE PENSION BENEFITS TABLE

    | (1) For Mr. Wallace, the years in this column represent the actual years worked by him for Colgate as of December 31, 2013. For Ms. Parameswaran and Mr. Tsourapas, the years in this column represent the years worked by them for Colgate as of December 31, 2013 during which they were eligible to participate in the Retirement Plan and Supplemental Retirement Plan described above. As noted above, the Retirement Plan and Supplemental Retirement Plan do not take into account service after December 31, 2013. | | (2) The amounts shown reflect the value as of December 31, 2023 of the applicable Named Officers’ benefits under the PRA formula under the Retirement Plan and Supplemental Retirement Plan described above. |

  126. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table shows information about the amount of contributions, earnings and balances for each Named Officer under the Supplemental Savings & Investment Plan and, in the case of Mr. Wallace, the Deferred Compensation Plan as of December 31, 2023.

  127. Nonqualified Deferred Compensation

    | Name (a) | Aggregate Balance at Beginning of Last Fiscal Year ($) | Executive Contributions in Last Fiscal Year ($) (b) | Registrant Contributions in Last Fiscal Year ($) (c)(1) | Aggregate Earnings in Last Fiscal Year ($) (d)(2) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last Fiscal Year End ($) (f)(3) | | Noel R. Wallace | 2,801,267 | — | 782,340 | 186,427 | — | 3,770,034 | | Stanley J. Sutula III | 157,326 | — | 130,371 | 13,218 | — | 300,915 | | Jennifer M. Daniels | 534,539 | — | 124,178 | 33,641 | — | 692,358 | | Prabha Parameswaran | 881,168 | — | 192,155 | 55,198 | — | 1,128,521 | | Panagiotis Tsourapas | 1,092,439 | — | 192,155 | 66,871 | — | 1,351,465 |

  128. NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

    NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

  129. NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (1) These amounts represent Company contributions allocated under the Supplemental Savings & Investment Plan for 2023. These contributions are also included in compensation reported for each Named Officer in column (i) of the Summary Compensation Table. | | (2) These amounts represent the interest credited to each Named Officer during 2023 and the impact of investment results based on the performance of our Common Stock, as applicable, for amounts allocated under the Supplemental Savings & Investment Plan and, in the case of Mr. Wallace, deferred under the Deferred Compensation Plan. For further information regarding the calculation of interest earnings on these amounts, see above. | | (3) To the extent that an executive was a “Named Officer” for a reported year, these amounts, other than the portion attributable to accrued earnings, were reported in previous proxy statements as compensation in the year of the executive’s deferral (under the Deferred Compensation Plan) or the Company’s contribution (under the Supplemental Savings & Investment Plan), as applicable. |

  130. NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

    | 2024 Proxy Statement | 51 |

  131. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table sets forth the estimated incremental payments and benefits that would be payable to each Named Officer upon termination of their employment or a change in control of the Company, assuming that the triggering event occurred at year-end 2023. These amounts would be incremental to the compensation and benefit entitlements described previously in this Proxy Statement that are not contingent upon a termination or change in control.

  132. Potential Payments Upon Termination or Change in Control

    | | Change In Control | | Involuntary Termination | | | | | | | Name | Without Qualified Termination ($)(1) | With Qualified Termination ($)(2) | With Cause ($) | Without Cause ($)(3) | Resignation ($) | Death ($)(4) | Disability ($)(4) | Retirement ($)(5) | | Noel R. Wallace | — | 4,763,707 | — | 3,054,626 | — | — | — | — | | Stanley J. Sutula III | — | 3,388,567 | — | 1,014,437 | — | — | — | — | | Jennifer M. Daniels | — | 3,009,054 | — | 931,886 | — | — | — | — | | Prabha Parameswaran | — | 2,374,068 | — | 1,412,214 | — | — | — | — | | Panagiotis Tsourapas | — | 4,122,389 | — | 1,412,214 | — | — | — | — |

  133. NOTES TO THE POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    NOTES TO THE POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

  134. NOTES TO THE POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | (1) Change in Control without Qualified Termination. As shown in this column, if there is a change in control but there is no Qualified Termination of the Named Officer’s employment, the Named Officer would not be entitled to receive any incremental payment or benefit, assuming all outstanding equity awards were assumed or replaced. However, the distribution of certain existing compensation reported previously in this Proxy Statement would be accelerated as follows: |

  135. NOTES TO THE POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | ● | Cash Bonus. If the change in control occurs at year-end, as assumed in the table above, the Named Officers would be entitled to receive their annual cash bonus for the year in which the change in control occurs (reported as of year-end 2023 in column (g) of the Summary Compensation Table). | | ● | Deferred Compensation Balances. The Named Officers would be entitled to receive any amounts previously deferred by or allocated to them under the Deferred Compensation Plan or Supplemental Savings & Investment Plan (reported as of year-end 2023 in column (f) of the Nonqualified Deferred Compensation Table). |

  136. NOTES TO THE POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | (2) Change in Control with Qualified Termination. This column consists of the following benefits under the Severance Plan described beginning on page 52: (i) severance payments; (ii) the value of benefits under our retirement programs during the severance period; and (iii) the value of the continuation of medical and dental (and, for Mr. Sutula and Ms. Daniels, life) insurance benefits during the severance period. The value of retirement benefits was calculated based on the difference between the present value of additional retirement program benefits that the Named Officer would have received had he or she remained employed until the end of the severance period, or age 65, if earlier, and the present value of retirement benefits payable at the change-in-control date without assuming future service. The additional medical, dental and life insurance benefits were valued based on the aggregate premiums or premium equivalents paid by us for the applicable severance period. In addition to the amounts shown in this column, the vesting or distribution of certain existing compensation reported previously in this Proxy Statement would be accelerated as follows: |

  137. NOTES TO THE POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | ● | Equity Awards. The vesting of previously granted stock options, RSUs and unearned PBRSUs would be accelerated as described under “Other Change-in-Control Arrangements—Equity Awards” above. All such awards were reported as compensation in the proxy statement for the year of grant, to the extent the executive was a “Named Officer” for that year. The estimated value as of year-end 2023 of the previously granted awards that would be accelerated for the applicable Named Officers is as follows: Mr. Wallace—$20,536,456; Mr. Sutula—$4,876,951; Ms. Daniels—$4,024,251; Ms. Parameswaran—$4,019,787; and Mr. Tsourapas—$4,024,251. The amounts shown in the preceding sentence include the following values of previously granted stock options and RSUs that they were already entitled to receive in accordance with their original vesting schedule because they were eligible for retirement but would be accelerated upon a Qualified Termination: Mr. Wallace—$6,590,390; Mr. Sutula—$1,181,077; Ms. Daniels—$1,370,659; Ms. Parameswaran—$1,366,195; and Mr. Tsourapas—$1,370,659. The estimated value of stock options that would be accelerated was calculated based on the difference between the closing price of our Common Stock on December 31, 2023 and the applicable exercise price. The estimated value of RSUs that would be accelerated was calculated based on the closing price of our Common Stock on December 31, 2023. The estimated value of PBRSUs that would be considered earned in full and accelerated was calculated based on (i) the greater of target level and the level of performance achieved through December 31, 2023 and (ii) the closing price of our Common Stock on December 31, 2023. | | ● | Cash Bonus and PBRSU Award. If the triggering event occurs at year-end, as assumed in the table above, the Named Officers would be entitled to receive their annual cash bonus for the year in which the triggering event occurs (reported as of year-end 2023 in column (g) of the Summary Compensation Table) and their earned PBRSUs for the Growth Performance Plan three-year performance cycle ending such year, if any (reported as of year-end 2023 in note 5 to the Outstanding Equity Awards at Fiscal Year-End Table). | | ● | Retirement Accruals and Deferred Compensation Balances. The Named Officers would be entitled to receive their accrued retirement benefits (reported in the Pension Benefits Table) and any amounts previously deferred by or allocated to them under the Deferred Compensation Plan or Supplemental Savings & Investment Plan (reported as of year-end 2023 in column (f) of the Nonqualified Deferred Compensation Table). The Named Officers would also be entitled to receive the balance in their accounts under the Savings & Investment Plan, including the Company contributions to the accounts, as further described in note 5 below. |

  138. NOTES TO THE POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | (3) Involuntary Termination without Cause. This column shows the severance payment and the value of the continuation of medical and dental (and, for Mr. Sutula and Ms. Daniels, life) insurance benefits during the severance period. For the assumptions used to calculate the additional insurance benefits, see note 2 above. In addition to the amounts shown in this column, the vesting or distribution of certain existing compensation reported previously in this Proxy Statement would continue or be accelerated as follows: |

  139. NOTES TO THE POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | ● | Equity Awards. Since the Named Officers are retirement-eligible, their outstanding stock options, RSUs and PBRSUs under the Growth Performance Plan would be treated as described in note 5 below. | | ● | Cash Bonus. If the triggering event occurs at year-end, as assumed in the table above, each Named Officer would also be entitled to receive their annual cash bonus for the year in which the triggering event occurs (reported as of year-end 2023 in column (g) of the Summary Compensation Table). |

  140. NOTES TO THE POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | 54 | |

  141. NOTES TO THE POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | ● | Deferred Compensation Balances. The Named Officers would be entitled to receive any amounts previously deferred by or allocated to them under the Deferred Compensation Plan and Supplemental Savings & Investment Plan (reported as of year-end 2023 in column (f) of the Nonqualified Deferred Compensation Table). |

  142. NOTES TO THE POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | (4) Death and Disability. As shown in these columns, the Named Officers would not be entitled to receive any incremental payment or benefit upon death or disability. However, the vesting or distribution of certain existing compensation reported previously in this Proxy Statement would continue or be accelerated as follows: |

  143. NOTES TO THE POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | ● | Equity Awards. RSUs would continue to vest in accordance with their original vesting schedule and all outstanding stock options would be exercisable for a period of three years or until the end of the original term, whichever is shorter. All such awards were reported as compensation in the proxy statement for the year of grant, to the extent the executive was a “Named Officer” for that year. If the triggering event occurs at year-end, as assumed in the table above, each Named Officer’s earned PBRSUs for the Growth Performance Plan three-year performance cycle ending such year, if any (reported as of year-end 2023 in note 5 to the Outstanding Equity Awards at Fiscal Year-End Table) would vest in accordance with their original vesting schedule. The Named Officers would also be entitled to vest at the conclusion of each in-progress Growth Performance Plan three-year performance cycle in a prorated amount of the PBRSUs earned reflecting the proportion of the performance period for which they were employed. No amounts are shown for those PBRSUs because they remain subject to performance requirements even after the triggering event. | | ● | Cash Bonus. If the triggering event occurs at year-end, as assumed in the table above, each Named Officer would also be entitled to receive their annual cash bonus for the year in which the triggering event occurs (reported as of year-end 2023 in column (g) of the Summary Compensation Table). |

  144. NOTES TO THE POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | (5) Retirement. As shown in this column, the Named Officers would not be entitled to receive any incremental payment or benefit upon retirement. However, the vesting or distribution of certain existing compensation reported previously in this Proxy Statement would continue or be accelerated as follows: |

  145. NOTES TO THE POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

    | ● | Equity Awards. RSUs and outstanding stock options, except those subject to continued employment, would continue to vest in accordance with their original vesting schedule and, once vested, stock options would remain exercisable until the end of the original term. All such awards were reported as compensation in the proxy statement for the year of grant, to the extent the executive was a “Named Officer” for that year. If the triggering event occurs at year-end, as assumed in the table above, each Named Officer’s earned PBRSUs for the Growth Performance Plan three-year performance cycle ending such year, if any (reported as of year-end 2023 in note 5 to the Outstanding Equity Awards at Fiscal Year-End Table) would vest in accordance with their original vesting schedule. The Named Officers would also be entitled to vest at the conclusion of each in-progress Growth Performance Plan three-year performance cycle in a prorated amount of the PBRSUs earned reflecting the proportion of the performance period for which they were employed. No amounts are shown for those PBRSUs because they remain subject to performance requirements even after the triggering event. | | ● | Retirement Accruals. Each Named Officer would be entitled to receive their retirement benefits under the Retirement Plan and Supplemental Retirement Plan, if any, as described on pages 48 to 50. Each Named Officer would also be entitled to receive the balance in their account under the Savings & Investment Plan, including the Company contributions made pursuant to the Company match, profit-sharing and retirement program under the Savings & Investment Plan, as well as investment gains and losses thereon. As of year-end 2023, the balance, which remains subject to future investment gains and losses, in each Named Officer’s Savings & Investment Plan account from these sources was as follows: Mr. Wallace—$2,352,376; Mr. Sutula—$83,334; Ms. Daniels—$363,419; Ms. Parameswaran—$1,188,816; and Mr. Tsourapas—$762,889. The annual contributions by the Company to these accounts are reported in note 6 to the Summary Compensation Table. | | ● | Cash Bonus. If the triggering event occurs at year-end, as assumed in the table above, each Named Officer would also be entitled to receive their annual cash bonus for the year in which the triggering event occurs (reported as of year-end 2023 in column (g) of the Summary Compensation Table). | | ● | Deferred Compensation Balances. The Named Officers would be entitled to receive any amounts previously deferred by or allocated to them under the Deferred Compensation Plan and Supplemental Savings & Investment Plan (reported as of year-end 2023 in column (f) of the Nonqualified Deferred Compensation Table) in accordance with the distribution schedule they elected. |

  146. CEO Pay Ratio

    CEO Pay Ratio Our products are marketed in over 200 countries and territories throughout the world with approximately two-thirds of our net sales generated from markets outside the United States and approximately 45% of net sales coming from emerging markets. Consistent with our global presence, we have a dispersed workforce, with 84% of our employees based outside the United States in over 100 countries. To attract and retain talent, we seek to pay competitively in each jurisdiction consistent with market practice, resulting in compensation levels that vary from country to country. Our workforce also covers a broad range of functions, from manufacturing employees to management personnel, and includes both employees who are compensated on a salaried basis and those who are compensated on an hourly basis. For 2023, the median of the annual total compensation of all employees (other than our CEO, Noel Wallace) was $50,885 and the annual total compensation of the CEO, as reported in the Summary Compensation Table on page 44, was $17,121,584. Based on this information, for 2023 the CEO’s annual total compensation was 336 times that of the median of the annual total compensation of all employees. This amount is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The above-referenced pay ratio may not be comparable to pay ratios disclosed by other companies, including the companies in the Comparison Group (as defined in the CD&A). Pay ratios at different companies may vary due to differences in workforce composition, including geographic breadth, types of work performed and the relative percentages of salaried versus hourly compensated workers.

  147. CEO Pay Ratio

    | 2024 Proxy Statement | 55 |

  148. Pay Versus Performance

    Pay Versus Performance As required by SEC rules, we are providing the following information about the relationship between (i) the total compensation of our CEO and non-CEO Named Officers, as presented in the Summary Compensation Table on page 44 (“SCT Total”), (ii) the “compensation actually paid” to our CEO and non-CEO Named Officers, as calculated in accordance with Item 402(v) of Regulation S-K (“CAP”) and (iii) certain financial performance of the Company. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K and does not necessarily reflect value actually realized by the Named Officers. The P&O Committee evaluates compensation decisions in light of Company or individual performance and does not use “compensation actually paid” as a basis for making compensation decisions. For information concerning our compensation philosophy and how we align executive compensation with our performance, see the CD&A.

  149. Pay Versus Performance

    | 56 | |

  150. Pay Versus Performance

    | | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO ($) | Average Summary Compensation Table Total for Non-CEO Named Officers ($) | Average Compensation Actually Paid to Non-CEO Named Officers ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ in millions) | Company-Selected Measure: Organic Sales Growth (%) | | Year (a) | (1) | (2) | (1) | (2) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(3) | | (4) | | | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 17,121,584 | 19,463,894 | 4,705,766 | 5,197,259 | 127.4 | 119.8 | 2,455 | 8.4 | | 2022 | 14,462,406 | 11,047,446 | 4,061,090 | 3,453,780 | 122.8 | 125.5 | 1,967 | 7.0 | | 2021 | 15,458,151 | 18,008,793 | 4,085,777 | 4,559,072 | 129.8 | 126.7 | 2,338 | 4.4 | | 2020 | 14,364,118 | 22,765,213 | 4,024,886 | 5,573,106 | 127.2 | 110.9 | 2,860 | 7.2 |

  151. Pay Versus Performance

    | NOTES TO THE PAY VERSUS PERFORMANCE TABLE |

  152. Pay Versus Performance

    | (1) Noel R. Wallace was our Chairman, President and Chief Executive Officer for all years presented in the table. The non-CEO Named Officers presented in the table are Stanley J. Sutula III (all years), Jennifer M. Daniels (all years), Prabha Parameswaran (all years), Panagiotis Tsourapas (all years) and Henning I. Jakobsen (2020). |

  153. Pay Versus Performance

    | (2) The following tables describe the adjustments, each of which is required by SEC rules, to calculate CAP from the SCT Total. The SCT Total and CAP amounts do not reflect the actual amount of compensation earned by or paid to our Named Officers during the applicable years, but rather are amounts determined in accordance with Item 402(v) of Regulation S-K. The amounts presented in the Non-CEO Named Officers table are averages for the entire group of Non-CEO Named Officers in each respective year. |

  154. Pay Versus Performance

    | Calculation of "Compensation Actually Paid" to CEO | | | | | | Adjustments ($) | 2023 | 2022 | 2021 | 2020 | | SCT Total | 17,121,584 | 14,462,406 | 15,458,151 | 14,364,118 | | Adjustments for defined benefit and actuarial pension plans | | | | | | (Deduct): Aggregate change in actuarial present value included in SCT Total for the covered year | (51,502) | (25,893) | (22,969) | (27,870) | | Add: Service cost and prior service cost for the covered year | — | — | — | — | | Adjustments for equity awards | | | | | | (Deduct): Aggregate value for stock awards and option awards included in SCT Total for the covered year | (9,938,958) | (9,114,661) | (10,903,528) | (8,641,292) | | Add: Fair value at covered year end of awards granted during the covered year that were outstanding and unvested at the covered year end | 11,829,110 | 9,656,022 | 13,417,733 | 11,443,463 | | Add/(Deduct): Year-over-year change in fair value at covered year end of awards granted in any prior year that were outstanding and unvested at the covered year end | 45,820 | (1,253,543) | 296,498 | 4,540,148 | | Add: Vesting date fair value of awards granted and vested during the covered year | 99,936 | — | 105,132 | — | | Add/(Deduct): Change as of the vesting date (from end of the prior year) in fair value of awards granted in any prior year for which vesting conditions were satisfied during the covered year | 285,894 | (2,725,632) | (382,562) | 1,059,193 | | (Deduct): Fair value at end of prior year of awards granted in any prior year that failed to meet the applicable vesting conditions during the covered year | — | — | — | — | | Add: Dividends or other earnings paid on awards in the covered year prior to vesting if not otherwise included in SCT Total for the covered year | 72,010 | 48,747 | 40,338 | 27,453 | | CAP (as calculated) | 19,463,894 | 11,047,446 | 18,008,793 | 22,765,213 |

  155. Pay Versus Performance

    | Calculation of "Compensation Actually Paid" to Non-CEO Named Officers | | | | | | Adjustments ($) | 2023 | 2022 | 2021 | 2020 | | SCT Total | 4,705,766 | 4,061,090 | 4,085,777 | 4,024,886 | | Adjustments for defined benefit and actuarial pension plans | | | | | | (Deduct): Aggregate change in actuarial present value included in SCT Total for the covered year | (4,908) | (2,468) | (2,189) | (2,125) | | Add: Service cost and prior service cost for the covered year | — | — | — | — | | Adjustments for equity awards | | | | | | (Deduct): Aggregate value for stock awards and option awards included in SCT Total for the covered year | (2,106,648) | (1,857,696) | (2,152,095) | (2,057,487) | | Add: Fair value at covered year end of awards granted during the covered year that were outstanding and unvested at the covered year end | 2,506,832 | 1,968,034 | 2,651,509 | 2,538,288 | | Add/(Deduct): Year-over-year change in fair value at covered year end of awards granted in any prior year that were outstanding and unvested at the covered year end | 11,425 | (285,769) | 49,886 | 785,601 | | Add: Vesting date fair value of awards granted and vested during the covered year | 21,614 | — | 19,907 | — | | Add/(Deduct): Change as of the vesting date (from end of the prior year) in fair value of awards granted in any prior year for which vesting conditions were satisfied during the covered year | 46,348 | (448,213) | (114,020) | 269,390 | | (Deduct): Fair value at end of prior year of awards granted in any prior year that failed to meet the applicable vesting conditions during the covered year | — | — | — | — | | Add: Dividends or other earnings paid on awards in the covered year prior to vesting if not otherwise included in SCT Total for the covered year | 16,830 | 18,802 | 20,297 | 14,553 | | CAP (as calculated) | 5,197,259 | 3,453,780 | 4,559,072 | 5,573,106 |

  156. Pay Versus Performance

    For purposes of the above adjustments, the fair value of unvested equity awards was calculated on each of the required measurement dates using methodologies and assumptions consistent with the grant date fair value calculations for accounting purposes. The fair values of stock option awards were determined using the Black-Scholes model with corresponding assumptions (expected term of stock option awards, expected volatility, risk-free interest rate and expected dividend yield) as of the measurement dates. The fair values of PBRSU awards were determined using a Monte-Carlo simulation as of the measurement dates. Prior to the final measurement dates, the total values of unvested PBRSU awards were

  157. Pay Versus Performance

    | 2024 Proxy Statement | 57 |

  158. Pay Versus Performance

    determined based on the probable outcome of performance-based vesting conditions and the relevant Monte Carlo fair value on that measurement date. On the final measurement dates, the fair values of PBRSU awards were determined based on the approved payout factor and the closing price of our Common Stock on those dates. The fair values of time-based RSU awards were determined using the closing price of our Common Stock on the measurement dates.

  159. Pay Versus Performance

    | (3) Represents the weighted peer group total shareholder return, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is our Comparison Group, as defined in the CD&A, which is also the peer company index used by us for purposes of Item 201(e) of Regulation S-K. In our 2023 Proxy Statement, the peer group used in this table was the Historical Comparison Group, as defined in the CD&A, which was the peer company index used by us prior to 2023 for purposes of Item 201(e) of Regulation S-K. Please see page 34 of the CD&A for information regarding why changes were made to the peer group. The weighted peer group total shareholder return for the Historical Comparison Group was $119.2, $126.7, $125.3 and $110.7 for the periods ending December 31, 2023, December 31, 2022, December 31, 2021 and December 31, 2020, respectively. |

  160. Pay Versus Performance

    | (4) Organic sales growth is a non-GAAP financial measure defined as net sales excluding foreign exchange, acquisitions and divestments. Please see Annex A for a reconciliation of organic sales growth to net sales growth calculated in accordance with GAAP. |

  161. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the CD&A beginning on page 28, the key principles underlying our compensation philosophy are aligning pay and performance, driving strong business results and our strategic plan, focusing on long-term shareholder return, motivating and retaining critical talent and reflecting external market and competitive practices. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphs showing the relationships over the past four years of CAP as compared to our total shareholder return, net income and organic sales growth, as well as the relationship between total shareholder return and peer group total shareholder return. Since a significant portion of the Named Officers’ compensation is comprised of equity awards (71% of Mr. Wallace’s target direct compensation and 56% of the average target direct compensation of our other Named Officers for 2023, as described in more detail in the CD&A), the CAP of our CEO and other Named Officers is higher when our stock price is higher, and lower when our stock price is lower, demonstrating the clear alignment of interests of our CEO and other Named Officers and our stockholders.

  162. Analysis of the Information Presented in the Pay Versus Performance Table

    | CAP vs TSR, Prior Peer TSR and Peer TSR | CAP vs Net Income |

  163. Independent Accounting Firm Attendance at Annual Meeting

    | Company Response Your Board of Directors recommends a vote AGAINST this stockholder proposal for the following reasons: The Board is truly independent and has an experienced and highly effective independent Lead Director with significant authority and clear duties to ensure proper checks and balances. Lorrie M. Norrington has served as the independent Lead Director since March 2023. Ms. Norrington joined the Board in 2015 and has been the Chair of the Nominating, Governance and Corporate Responsibility Committee since 2021. Ms. Norrington is a highly effective director who brings extensive global corporate leadership, digital, eCommerce and ESG experience to the independent Lead Director role. She also has extensive experience serving on other public company boards. The duties of the independent Lead Director are comprehensive and are clearly delineated in our corporate governance guidelines, entitled “Board Guidelines on Significant Corporate Governance Issues.” In 2021 and 2023, the Board enhanced these duties in connection with a review of external practices and in response to stockholder feedback. In many cases, the expanded responsibilities simply formalized activities that the independent Lead Director already had been performing. Please see pages 20 to 21 of this Proxy Statement for detailed information about the responsibilities of the Lead Director. With the exception of Noel R. Wallace, the Chairman, President and CEO, the Board is composed entirely of independent directors, and the Board’s meeting practices and leadership structure encourage independence. The independent directors meet at each regularly scheduled Board meeting in separate executive sessions without any members of management present. These sessions are chaired by the independent Lead Director. The independent Lead Director serves a three-year term and is selected by and from the independent directors following nomination by the Nominating, Governance and Corporate Responsibility Committee. Further, all of the members (including the chairs) of the Audit Committee, the Finance Committee, the Nominating, Governance and Corporate Responsibility Committee and the Board’s compensation committee (known as the Personnel and Organization Committee) are independent directors. This, when coupled with the independent composition of the Board as described above, ensures that independent directors guide all critical matters, such as the integrity of our financial statements, oversight of the enterprise risk management process, cybersecurity and sustainability and social impact initiatives, CEO and senior management compensation, succession planning and talent development and selection of directors. The Board and Colgate are committed to the highest standards of corporate governance and are accountable and responsive to stockholders. Our corporate governance practices and policies are described in the section of this Proxy Statement entitled “Governance of the Company.” As discussed in that section, we have had a longstanding commitment to the highest standards of corporate governance, including a policy requiring the annual election of all directors by majority vote. Reflecting the Board’s commitment to continuous improvement, the Board reviews its governance practices on an ongoing basis to ensure that they promote stakeholder value and effective functioning of the Board. As a result of this review, the Board has made a number of enhancements over the years. For example, in 2021 the Board reduced the ownership threshold required to call a special stockholder meeting from 25% to 15% in response to stockholder feedback in connection with a stockholder proposal received on the topic. In 2016, the Board adopted proxy access, allowing eligible stockholders to nominate directors for inclusion in our proxy statement if they satisfy the requirements specified in our by-laws. These actions demonstrate the Board’s accountability and responsiveness to stockholders, and the proxy access right, together with the requirement that all directors be elected annually by majority vote, helps to ensure that the Board remains accountable to stockholders. Requiring an independent Chairman and the separation of the Chairman and CEO roles is not in the best interests of stockholders. Our active and independent Board, with our robust independent Lead Director role and independent committee chairs and committees, ensures that the Board, and not the Chairman alone, determines the Board’s focus. The Chairman is guided by these strong independent leaders and having our CEO serve as Chairman creates a bridge to management that helps provide the Board with the management support it needs. Having a unified leadership structure is particularly beneficial at this time given the dynamic consumer and retail landscape and rapidly evolving environment in which we compete. Under Mr. Wallace’s leadership, and overseen by our strong independent Board, we have delivered strong performance over the short and long term. |