DEF 14A of Colgate Palmolive Co, Mar 25, 2026

DEF 14A of Colgate Palmolive Co

Filed Mar 25, 2026 · FY20250001308179-26-000136

Open on EDGAR

  1. Jennifer M. Daniels

    Executive Compensation Program Highlights 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 2025, the compensation of the Named Officers (as defined in the Compensation Discussion and Analysis, or “CD&A”) was designed so that approximately 75% to 90% of their target direct compensation (salary and target annual and long-term incentives) would be incentive compensation. We use performance measures for our incentive programs that are tied to our growth strategy, are used to evaluate the success of our business and are highly correlated with long-term shareholder return and set incentive targets in line with our publicly announced guidance. Annual and long-term incentive award payments vary from target levels 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”). Compensation Governance Our key executive compensation practices include the following:

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    | | High percentage of compensation is variable and is tied to annual and long-term performance | | Double-trigger vesting of severance payments upon change in control | | | Multiple performance measures used | | No executive officer employment agreements | | | Robust stock ownership guidelines | | No hedging or pledging of Company stock is permitted | | | Clawback policies tied to financial restatements or code of conduct violations | | No backdating, springloading or repricing of stock options | | | Only ongoing perquisites relate to CEO security | | No tax gross-ups on perquisites or severance |

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    Code of Conduct The Board sponsors our Code of Conduct, which promotes the highest ethical standards in all of our business dealings. The Global Ethics and Compliance function, headed by a corporate officer who provides reports directly to the Audit Committee, oversees compliance with these standards and periodically reviews and updates the Code of Conduct in conjunction with our Global Legal Organization. The Code of Conduct applies to our directors and employees, including the CEO, the Chief Financial Officer and the Controller (who is our principal accounting officer), and satisfies the SEC’s requirements for a code of ethics for senior financial officers. The Code of Conduct is available on our website. Business Integrity Initiatives The Board supports our efforts to effectively communicate our commitment to ethical business practices, which are led by our Global Ethics and Compliance function. To further this goal, all of our directors and employees worldwide are required to annually certify that they understand and comply with the Code of Conduct. In addition, all of our directors and employees worldwide participate in regular training programs regarding the Code of Conduct, and our employees participate in additional periodic training programs regarding our values, ethical leadership and/or the applicable laws and regulations that govern our business practices around the world. Political Expenditures As set forth in our Code of Conduct and our Political Contributions Policy, we have a longstanding policy against making direct or indirect contributions to any political party or candidate. In addition, each year, we advise our U.S. trade associations of this policy to prevent the use of Company dues or contributions for any such expenditures and request that such associations that receive at least $10,000 annually from us confirm their compliance with this policy. The Political Contributions Policy is available on our website. Restrictions on Hiring Audit Firm Employees To bolster the independence of our independent registered public accounting firm and the integrity of our internal financial reporting and audit processes, we have a longstanding policy prohibiting us from hiring any partners or managers engaged in an audit of the Company or any employees engaged in the corporate portion of an audit of the Company from PricewaterhouseCoopers LLP, our independent registered public accounting firm, within five years of the end of their engagement without the approval of the Audit Committee. Hedging and Pledging Policies To further ensure that the interests of our directors, officers and senior managers are aligned with those of our stockholders, we prohibit our directors, officers and employees who receive stock-based compensation from engaging in transactions to hedge against declines in the value of our stock, as further described in the CD&A. We also strongly discourage all other employees from entering into such transactions. Further, to prevent forced sales of Company stock by our directors and officers, we prohibit our directors and officers from pledging Company stock. Clawback Policies In accordance with NYSE listing standards, we have 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 (both time-based and performance-based) 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 the Company. Failure to comply with any of these requirements may result in forfeiture and/or cancellation of equity awards. Direct Access to Management Management Participation at Board Meetings Key senior managers regularly attend Board meetings. Topics are presented to the Board by the members of management who are most knowledgeable about the issue at hand irrespective of seniority. An open and informal environment allows dialogue to develop between directors and management, which often produces new ideas and areas of focus.

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    | 2026 Proxy Statement | 9 |

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    Direct Access to Management The Board’s direct access to management continues outside the boardroom in discussions and working groups with corporate officers, division presidents and other employees, often without the CEO present. Directors are invited to and do contact senior managers directly with questions and suggestions. In particular, committee chairs work closely with relevant members of senior management regarding committee agendas and activities. Ensuring Management Accountability Performance-Based Compensation We have linked the pay of our managers and employees at all levels to the Company’s performance. As described in greater detail in the CD&A, the P&O Committee adheres to this pay-for-performance philosophy and stock-based incentive awards are a significant component of senior management’s overall compensation. CEO Evaluation Process The Board’s evaluation of the CEO is a formal annual process. The CEO is evaluated by the Board against the goals set each year, including both objective measures (such as earnings per share, organic sales growth and achievement of strategic initiatives) and subjective criteria (such as leadership and demonstration of our core values). As part of the overall evaluation process, the Board and the Lead Director meet informally with the CEO to give feedback on a regular basis. Board Practices Promote Effective Oversight Board Size Designed to maximize board effectiveness, our by-laws fix the number of directors between seven and fifteen. The number of directors is currently fixed at eleven, to be decreased to ten upon the completion of Steven A. Cahillane's current term, and ten directors have been nominated for election at the Annual Meeting. Board Retirement Age Our by-laws mandate that no director may stand for re-election after their 72nd birthday, which provides a mechanism for regular Board refreshment. Directorship Limits To ensure that directors are able to devote sufficient time to properly discharge their duties, our corporate governance guidelines provide that directors should not serve on more than three other public company boards. All directors are in compliance with this policy. Directors are also required to seek the approval of the NGCR Committee prior to joining any corporate board or assuming a leadership position (e.g., chair, lead director or committee chair) on a corporate board or upon a material change in their qualifications or status. In addition, the NGCR Committee conducts an annual review of director time commitments, with consideration given to public company board leadership positions and other director time commitments, to ensure they continue to have sufficient availability. Audit Committee Limits Our corporate governance guidelines also provide that Audit Committee members may only serve simultaneously on the audit committees of two other public companies unless the Board first determines that simultaneous service on three other public company audit committees would not impair the director’s ability to serve effectively on our Audit Committee. John T. Cahill, the chair of the Audit Committee, currently serves as a member of the audit committees of three other public companies. Prior to Mr. Cahill joining his third other audit committee in January 2025, the Board determined that such service would not impair his ability to serve effectively on our Audit Committee. Mr. Cahill attended 100% of our Board and committee meetings in 2023, 2024 and 2025 and has substantial experience with finance and accounting, including past service in financial leadership roles including as Chief Financial Officer of The Pepsi Bottling Group, Inc. Meeting Attendance Directors are expected to attend all Board meetings, the Annual Meeting of Stockholders and all meetings of the committees on which they serve. We understand, however, that occasionally a director may be unable to attend a meeting due to conflicts or unforeseen circumstances. On average, the incumbent directors attended 96% of the meetings of the Board and the committees on which they served in 2025. No incumbent director attended less than 75% of these meetings. Nine of the ten directors who were elected to the Board at the 2025 Annual Meeting were in attendance.

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    Continuous Improvement Through Evaluation and Education Board and Committee Self-Evaluation Process The Board continually seeks to improve its performance. Each year, the Board evaluates its performance against criteria that it has determined are important to its success. The following topics may be considered during such evaluations: board responsibilities (including financial oversight, risk oversight, succession planning, executive compensation, strategic planning, corporate governance, oversight of sustainability issues and ethics and compliance), board composition, board structure and board culture. Self-evaluations of each of the Board’s committees are also conducted annually. Through our multi-step evaluation process, each director has the opportunity to provide feedback on the effectiveness of the Board and committees: In connection with this evaluation process, management also provides feedback on the effectiveness of the Board and committees. In addition to the annual formal evaluation process, directors share perspectives, feedback and suggestions throughout the year, both during and outside of Board and committee meetings. Individual Director Evaluations Complementing the annual Board and committee self-evaluations, the Board has also developed an individual director evaluation process to be used every three years. Using director effectiveness criteria selected by the Board following consultation with an external facilitator, directors evaluate their peers and the resulting feedback is shared with individual directors by the external facilitator. This process, which the Board most recently conducted in 2023, enables directors to provide valuable feedback to one another and identifies areas of strength and areas of focus for enhanced effectiveness. Director Orientation and Ongoing Education We have a comprehensive orientation program for all new directors with respect to their role as directors. New directors meet with representatives from all of our global functions in their first few months to learn about Colgate-Palmolive’s business and strategy, research and development, executive compensation policies and practices, supply chain, sustainability, litigation and corporate governance policies. In addition, outside experts periodically present to the Board on various subjects. During 2025, such subjects included sustainability reporting, cybersecurity and executive compensation trends. The Board of Directors The Board oversees our strategy, business, performance, assets, affairs, culture, values and financial integrity. In accordance with our longstanding practice, the Board is independent, consisting of a substantial majority of outside directors. Currently, the Board has eleven directors, with ten independent directors and one employee director, Noel Wallace, who is our President and CEO and Chairman of the Board. Steven A. Cahillane is not standing for reelection and will leave the Board effective as of the Annual Meeting. During 2025, the independent directors met in executive session without Mr. Wallace or other members of management present at every regularly scheduled Board meeting.

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    | The Board met nine times during 2025. On average, the incumbent directors attended 96% of the meetings of the Board and the committees on which they served in 2025. |

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    | 2026 Proxy Statement | 11 |

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    Director 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 the Company 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. 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, finance, our or a complementary industry or field, risk management and cybersecurity and/or sustainability and social responsibility; international experience; corporate governance experience; academic 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 March 2025, 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 and well-rounded Board:

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    | 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 and fostering company culture. | Directors who have served in these roles possess exceptional leadership qualities and demonstrate a practical understanding of how large organizations operate, including strategic planning, productivity and fostering company culture. Further, their experiences and leadership skills enable them to provide perspectives on our business growth strategies and help identify and develop other successful leaders. | | Digital, Technology and Innovation—Has experience with eCommerce, digital marketing, data and analytics, AI, information technology and/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, AI and machine learning, provide helpful oversight with respect to the use of technology to gain insights and drive productivity and efficiency of operations. | | 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, a complementary industry (such as healthcare or pharmaceutical) or a 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 and help us identify potential changes in consumer needs and buying habits. Directors with experience in complementary industries (such as healthcare or pharmaceutical) or fields (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. | | 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. Experience and/or qualifications in cybersecurity enable an understanding of the threat landscape, mitigation of cyber risk and evaluation of preparedness to lead through a potential significant cybersecurity incident. | | Sustainability and Social Responsibility—Has experience with sustainability, social responsibility or human capital matters. | Given the critical importance of sustainability and human capital matters to our culture, business and growth strategy, directors with experience with sustainability 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 sustainability strategy and initiatives such as our Bright Smiles, Bright Futures oral health education program. |

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    | 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 household 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 stakeholder value. Having directors with experience serving as directors or governance executives 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. |

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    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-Palmolive’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 a range of backgrounds and perspectives on the Board, as it believes the Board should constantly be striving to reflect the communities in which we operate. 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 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 Christopher S. Boerner have been directors since last year’s annual meeting. Dr. Boerner, who joined the Board in March 2026, was recommended by a third-party international executive search firm.

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    | | | | | | | | | | | John P. Bilbrey | | | | | | | | | | Christopher S. Boerner | | | | | | | | | | John T. Cahill | | | | | | | | | | Lisa M. Edwards | | | | | | | | | | C. Martin Harris | | | | | | | | | | Martina Hund-Mejean | | | | | | | | | | Kimberly A. Nelson | | | | | | | | | | Brian O. Newman | | | | | | | | | | Lorrie M. Norrington | | | | | | | | | | Noel Wallace | | | | | | | | |

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    | 2026 Proxy Statement | 13 |

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    | John P. Bilbrey | Independent | | Age: 69 Director since 2015 Committees: Finance, P&O (Chair) Other Public Company Directorships: Olaplex Holdings, Inc. (since 2023) Former (During Past 5 Years): Campbell Soup Company (until 2023) Elanco Animal Health Incorporated (until May 2025) Tapestry, Inc. (until November 2025) | 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. | | Christopher S. Boerner | Independent | | Age: 55 Director since March 2026 Committees: None Other Public Company Directorships: Bristol-Myers Squibb Company (since 2023) | Dr. Boerner has served as Chief Executive Officer of Bristol-Myers Squibb Company (“Bristol Myers Squibb”), a global biopharmaceutical company, since November 2023 and as Board Chair since April 2024. He previously served as Executive Vice President, Chief Operating Officer of Bristol Myers Squibb in 2023 and as Executive Vice President, Chief Commercialization Officer from 2018 to 2023. Prior to those roles, he served as Head of International Markets and Head of U.S. Commercial Markets after joining Bristol Myers Squibb in 2015. Prior to joining Bristol Myers Squibb, he held leadership roles of increasing responsibility at Seattle Genetics, Inc. from 2010 to 2015 and served in marketing leadership roles at Genentech from 2002 to 2010. Earlier in his career, Dr. Boerner worked for McKinsey & Company serving global pharmaceutical and biotechnology clients. Skills and Qualifications: Enterprise Leadership Extensive operational leadership experience through service as Chief Executive Officer, Chief Operating Officer, Chief Commercialization Officer and other leadership roles at Bristol Myers Squibb. Industry In-depth knowledge of the pharmaceutical and healthcare industries, complementary industries, through experience at Bristol Myers Squibb. Digital, Technology and Innovation Experience overseeing innovation, including new product development and scientific research, throughout his career. Ph.D. in business administration focusing on how pharmaceutical and biotechnology companies are influenced by organizational factors when developing new products. Finance Strong knowledge of business finance and financial statements through oversight of operating budgets and financial statements at Bristol Myers Squibb and significant mergers and acquisitions and business integration experience throughout his career. International Experience managing Bristol Myers Squibb’s international operations. Corporate Governance Experience serving as a director of another U.S. public company. |

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    | John T. Cahill | Independent | | Age: 68 Director since 2005 Committees: Audit (Chair), Finance Other Public Company Directorships: American Airlines Group Inc. (since 2013) Autodesk, Inc. (since 2024) The Kraft Heinz Company (since 2015) | Mr. Cahill has served as Chair of The Kraft Heinz Company (“Kraft Heinz”), a multinational food and beverage company, since January 2026 after serving as Vice Chair since 2015. He previously served as Chairman and Chief Executive Officer of Kraft Foods Group, Inc. (“Kraft”) from 2014 to 2015 and Chairman from 2012 to 2014. Prior to joining Kraft, 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 of 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. | | Lisa M. Edwards | Independent | | Age: 58 Director since 2019 Committees: Audit, Finance Other Public Company Directorships: None | Ms. Edwards served as Executive Chair of Diligent Institute, a governance think tank owned by Diligent Corporation (“Diligent”), from November 2022 to October 2024. 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. Ms. Edwards also received a Master of Science degree in Cybersecurity Risk and Policy from New York University in 2024. 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. Proficiency with and certifications in AI, including through educational courses. Risk Management and Cybersecurity MS in Cybersecurity Risk and Policy from New York University and significant experience with cybersecurity through service at Diligent Institute, Diligent and other companies. Sustainability 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. |

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    | 2026 Proxy Statement | 15 |

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    | C. Martin Harris | Independent | | Age: 69 Director since 2016 Committees: NGCR (Chair), P&O Other Public Company Directorships: Claritev Corporation (since 2021) Thermo Fisher Scientific Inc. (since 2012) Former (During Past 5 Years): Agiliti, Inc. (until 2024) Invacare Corporation (until 2022) | Dr. Harris has served as Special Counsel to the Dean of the Dell Medical School at The University of Texas at Austin (“Dell Medical School”) since January 2026 after serving as Vice President of the Health Enterprise and Chief Business Officer of the Dell Medical School from 2016 through 2025. 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. Risk Management and Cybersecurity Significant experience with cybersecurity through service at the Dell Medical School and the Cleveland Clinic. Industry In-depth knowledge of and expertise in public health, a complementary field. Sustainability and Social Responsibility Experience with social responsibility through expertise in the public health field. Corporate Governance Experience serving as a director of other U.S. public companies. | | Martina Hund-Mejean | Independent | | Age: 65 Director since 2020 Committees: Audit, Finance (Chair) Other Public Company Directorships: GE Vernova Inc. (since 2024) Prudential Financial, Inc. (since 2010) Former (During Past 5 Years): Shell plc (until 2023) | Ms. Hund-Mejean served as Chief Financial Officer of Mastercard Incorporated (“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 United States, 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. |

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    | Kimberly A. Nelson | Independent | | Age: 63 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. Sustainability 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 United States. Corporate Governance Experience serving as a director of other public companies. | | Brian O. Newman | Independent | | Age: 57 Director since 2024 Committees: Audit, P&O Other Public Company Directorships: None | Mr. Newman has served as Executive Vice President and Chief Financial Officer of CVS Health Corporation (“CVS Health”), a health solutions company, since May 2025. Prior to joining CVS Health, he 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, from 2019 until May 2024. 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 CVS Health and UPS and various positions at PepsiCo and significant mergers and acquisitions and business integration experience throughout his career. Industry In-depth knowledge of the healthcare industry, a complementary industry, though experience at CVS Health and of the fast-moving consumer goods industry through 26-year career at PepsiCo. Enterprise Leadership Extensive operational leadership experience through service as Chief Financial Officer at CVS Health and 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 CVS Health and 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. |

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    | 2026 Proxy Statement | 17 |

  25. Jennifer M. Daniels

    | Lorrie M. Norrington | Independent, Lead Director | | Age: 66 Director since 2015 Committees: Audit, NGCR Other Public Company Directorships: Asana, Inc. (since 2019) HubSpot, Inc. (since 2013) Former (During Past 5 Years): Autodesk, Inc. (until June 2025) | 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 and digital marketing through service at eBay and Intuit and Board advisory work for other technology companies. Proficiency with AI, including through Board advisory work and educational courses. Risk Management and Cybersecurity Certifications in cybersecurity oversight and significant experience with cybersecurity through service at and Board advisory work for various technology companies. Sustainability 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. | | Noel Wallace | Chairman | | Age: 61 Director since 2019 Committees: None Other Public Company Directorships: American Express Company (since July 2025) | Mr. Wallace has been President and Chief Executive Officer of Colgate-Palmolive since 2019 and Chairman of the Board since 2020. He previously served as President and Chief Operating Officer of Colgate-Palmolive from 2018 until 2019, with responsibility for all of our operating units worldwide. Mr. Wallace began his career at Colgate-Palmolive 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-Palmolive. Industry In-depth knowledge of fast-moving consumer goods industry through almost 40-year career at Colgate-Palmolive and expertise in marketing through leadership roles at Colgate-Palmolive. International Experience managing Colgate-Palmolive’s international operations and living and working in foreign countries. Sustainability and Social Responsibility Experience with sustainability and social responsibility through service as President and Chief Executive Officer of Colgate-Palmolive and as President, North America and Global Sustainability. Finance Strong knowledge of business finance and financial statements through oversight of operating budgets and financial statements at Colgate-Palmolive and significant mergers and acquisitions and business integration experience throughout his career at Colgate-Palmolive. Corporate Governance Experience serving as a director of another U.S. public company. |

  26. Jennifer M. Daniels

    | 18 | |

  27. Jennifer M. Daniels

    Director Independence As described above, the Board has adopted director independence standards that are stricter than those required by the listing standards of the NYSE. Specifically, a director is not considered independent if the director has any relationship with Colgate-Palmolive or our senior management or with another director or any other person that in the Board’s judgment may impair the director’s ability to make independent judgments. Such relationships could include voting arrangements or personal, economic or professional ties between a director and an officer of Colgate-Palmolive, another Colgate-Palmolive director or a significant stockholder of Colgate-Palmolive. Relationships and transactions (direct or indirect) that would preclude independence include:

  28. Jennifer M. Daniels

    | ● | current or former employment with Colgate-Palmolive; | | ● | affiliation with Colgate-Palmolive’s advisors; | | ● | compensation from Colgate-Palmolive (other than director fees); | | ● | material business relationships with Colgate-Palmolive; | | ● | loans between directors and Colgate-Palmolive or our senior management; | | ● | material investments with Colgate-Palmolive or our officers; |

  29. Jennifer M. Daniels

    | ● | joint investments with Colgate-Palmolive’s officers or other directors; | | ● | leadership roles in charitable organizations that receive significant support from Colgate-Palmolive; | | ● | affiliation or employment with a present or former Colgate-Palmolive auditor; and | | ● | service on interlocking boards of directors or compensation committees. |

  30. Jennifer M. Daniels

    A copy of the complete independence standards is available on our website. In making its determination regarding the independence of each non-employee director, the Board considers any transactions, relationships or arrangements as required by our director independence standards. Under these standards, certain relationships were considered immaterial and therefore were not relevant to the Board’s determination of independence. Based on these standards, the Board has determined that each current director, other than Mr. Wallace, who is our Chairman, President and CEO, is independent as there were no transactions, relationships or arrangements that would impair the independence or judgment of any of the directors deemed independent by the Board. Certain Relationships and Related Transactions We have a longstanding policy prohibiting our directors, officers and employees from entering into transactions that present actual or potential conflicts of interest. This policy is reflected in our Code of Conduct, Business Practices Guidelines and Director Independence Standards. In addition, the Board has adopted a written policy regarding related person transactions which supplements these policies by establishing additional procedures for monitoring and reviewing and, if appropriate, approving, these types of transactions. The policy covers any “related person transaction,” as defined under SEC rules, which generally includes any transaction, arrangement or relationship involving more than $120,000 in which we or any of our subsidiaries was, is or will be a participant and in which a “related person” had, has or will have a direct or indirect material interest. “Related persons” means directors and executive officers and their immediate family members, and stockholders owning five percent or more of our outstanding stock. Our Corporate Legal Department, together with the Controller’s Department, is responsible for monitoring compliance with these policies and procedures. In the rare instance where a related person transaction is determined to provide a material benefit to the Company and our stockholders, the transaction must be submitted to the independent directors of the Board for their review. Only the independent directors of the Board may approve the transaction in accordance with the procedures for review and approval described in the policy. In the course of its review of related person transactions, the independent directors of the Board will consider all of the relevant facts and circumstances that are available to them, including but not limited to: (i) the benefits to the Company; (ii) in a transaction involving a director, the impact on the director’s independence; (iii) the availability of other sources for comparable products or services; (iv) the terms of the transaction; and (v) whether the transaction is proposed to be on terms more favorable to the Company than terms that could have been reached with an unrelated third party. Based on our review of Company transactions, there were no transactions considered to be a related person transaction during 2025. Compensation Committee Interlocks and Insider Participation During 2025, the following directors were members of the P&O Committee: Dr. Harris, Ms. Nelson and Messrs. Bilbrey, Cahillane and Newman. None of the members of the P&O Committee has been an officer of Colgate-Palmolive and none was an employee of Colgate-Palmolive during 2025, and none had any relationship with us or any of our subsidiaries during 2025 that would be required to be disclosed as a related person transaction. None of our executive officers has served on the board of directors or compensation committee of another company at any time during which an executive officer of such other company served on our Board or the P&O Committee.

  31. Jennifer M. Daniels

    | 2026 Proxy Statement | 19 |

  32. Jennifer M. Daniels

    Board Structure and Responsibilities Board Leadership Structure The NGCR Committee regularly reviews Board leadership trends, including external practice among similarly situated companies as well as feedback from investors, and has determined that combining the positions of Chairman and Chief Executive Officer is best for us at this time. Our current Board leadership structure consists of:

  33. Jennifer M. Daniels

    | Noel Wallace Chairman, President and CEO | Lorrie M. Norrington Independent Lead Director |

  34. Jennifer M. Daniels

    Our Board structure ensures robust, independent oversight. Our active and independent Board, with our robust 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. Based on these considerations, the Board believes that this is the best leadership structure for us at this time and that, operating under this structure, the Board will continue to effectively guide Colgate and represent the interests of our stakeholders. The Board believes its programs for overseeing risk, as described under “Board Role in Risk Oversight,” would be effective under a variety of leadership structures and therefore do not materially affect its choice of structure.

  35. Jennifer M. Daniels

    | Board Effectiveness The Board works very effectively together | Board Committees The Board’s committees are composed solely of, and chaired by, independent directors | | Board Independence 9 of 10 director nominees are independent | Executive Sessions The independent directors meet at each regularly scheduled Board meeting in separate executive sessions without any members of management present, chaired by the independent Lead Director |

  36. Jennifer M. Daniels

    We have an independent Lead Director with significant authority and clear duties. We have long been committed to having an independent Lead Director, having first established a lead independent director position in 2003. In 2021 and 2023, the Board enhanced the duties of the independent Lead Director set forth in our corporate governance guidelines in connection with a review of external practices and in response to stockholder feedback. The role of the independent Lead Director includes the following responsibilities:

  37. Jennifer M. Daniels

    | | Board Leadership |

  38. Jennifer M. Daniels

    | ● | Preside at the executive sessions of the independent directors that occur at every regularly scheduled Board meeting, any other executive session of the independent directors and any other meeting of the Board at which the Chairman is not present | | ● | Serve as interim Chairman if the Chairman is unable to perform their duties | | ● | Establish agendas for the executive sessions of the independent directors in consultation with the other directors | | ● | Call meetings of the independent directors | | ● | Authorize the retention of outside advisors and consultants who report directly to the independent directors on Board issues |

  39. Jennifer M. Daniels

    | 20 | |

  40. Jennifer M. Daniels

    | | Communicating with Management |

  41. Jennifer M. Daniels

    | ● | After each executive session of the independent directors, provide feedback to and apprise the Chairman/CEO of the views expressed, suggestions made and decisions reached during the session | | ● | Meet regularly with the Chairman/CEO between meetings, including acting as a sounding board to the CEO and providing strategic counsel | | ● | Serve as primary liaison between the independent directors and the Chairman/CEO and management (although all independent directors are encouraged to communicate freely with the Chairman/CEO and other members of management at any time) |

  42. Jennifer M. Daniels

    | | Board Culture |

  43. Jennifer M. Daniels

    | ● | Together with the Chairman, facilitate the efficient and effective functioning and performance of the Board | | ● | Encourage and facilitate active and candid participation of all directors, including by fostering an environment of open dialogue and constructive feedback among the independent directors |

  44. Jennifer M. Daniels

    | | Board Information, Agendas and Schedules |

  45. Jennifer M. Daniels

    | ● | Review and approve information to be sent to the Board and provide feedback on quality, quantity and timeliness of information flow from management | | ● | Participate in setting, and ultimately approve, proposed Board meeting agendas | | ● | Solicit the other independent directors for advice on agenda items for Board meetings to help facilitate Board focus on key issues and topics of interest to the Board | | ● | Review and approve meeting schedules to help ensure there is sufficient time for discussion of all agenda items | | ● | Ensure Board meeting agendas provide the Board with the ability to periodically review and provide input on the Company’s long-term strategy and to monitor management’s execution of the long-term strategy |

  46. Jennifer M. Daniels

    | | Performance Evaluations, Succession Planning, Recruitment and Development |

  47. Jennifer M. Daniels

    | ● | Together with the P&O Committee, lead the annual performance evaluation of the Chairman/CEO, distinguishing as necessary between performance as Chairman and performance as CEO | | ● | Together with the P&O Committee, lead the CEO succession planning process and participate in talent retention and development of senior management | | ● | Provide guidance on Board succession and development | | ● | In coordination with the NGCR Committee, interview Board candidates |

  48. Director Compensation

    Director Compensation The NGCR Committee’s director compensation recommendation process is described in greater detail on page 26. The NGCR Committee does not delegate any of its authority in making director compensation recommendations.

  49. Director Compensation

    | Personnel and Organization Committee | | | | | | 4 | MEETINGS in 2025 | Members John P. Bilbrey (Chair) Steven A. Cahillane C. Martin Harris | Kimberly A. Nelson Brian O. Newman | All members of the P&O Committee are independent directors. |

  50. Compensation Consultants

    Compensation Consultants The P&O Committee periodically retains the services of outside compensation consultants to provide it with objective, third-party advice on the appropriateness of our compensation of the CEO and other senior executives. The P&O Committee has adopted a written policy regarding its selection and use of outside compensation consultants, a copy of which is available on our website. The policy contains the following key principles:

  51. Compensation Consultants

    | ● | The P&O Committee selects all outside compensation consultants that provide advice to it, and directly retains and compensates such consultants, who report to and are solely responsible to the committee. | | ● | Such consultants may not provide any other services to Colgate unless these are expressly approved by the P&O Committee in advance. The P&O Committee will approve such other services only if it concludes that providing them will not impair the ability of the consultant to provide objective and independent advice to the committee. |

  52. Compensation Consultants

    The P&O Committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”) to advise it with respect to the CEO’s compensation and such other matters as the P&O Committee may direct. Neither FW Cook nor any of its affiliates provides any other services to Colgate-Palmolive. FW Cook works directly with the P&O Committee and its chair and meets with the P&O Committee in executive session. The P&O Committee conducted an assessment of whether the work of FW Cook during 2025 generated any conflict of interest, within the meaning of SEC rules, and concluded it did not.

  53. Compensation Data

    | 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 | $30,000 | | Committee Chair Retainers | $20,000 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 |

  54. Compensation Data

    | Name (a) | Fees Earned or Paid in Cash ($) (b)(1) | Stock Awards ($) (c)(2) | Option Awards ($) (d)(3) | All Other Compensation ($) (g)(4) | Total ($) (h) | | John P. Bilbrey | 90,000(5) | 179,974(5) | 44,986 | 715 | 315,675 | | John T. Cahill | 90,000 | 179,974 | 44,986 | 715 | 315,675 | | Steven A. Cahillane | 75,000 | 179,974 | 44,986 | 347 | 300,307 | | Lisa M. Edwards | 75,000 | 179,974(5) | 44,986 | 347 | 300,307 | | C. Martin Harris | 132,500(6) | 134,958(6) | 44,986 | 715 | 313,159 | | Martina Hund-Mejean | 90,000 | 179,974(5) | 44,986 | 450 | 315,410 | | Kimberly A. Nelson | 75,000 | 179,974(5) | 44,986 | 8,450 | 308,410 | | Brian O. Newman | 75,000(5) | 179,974 | 44,986 | 8,347 | 308,307 | | Lorrie M. Norrington | 102,500(5) | 179,974(5) | 44,986 | 8,715 | 336,175 |

  55. NOTES TO THE DIRECTOR COMPENSATION TABLE

    NOTES TO THE DIRECTOR COMPENSATION TABLE

  56. 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 2025. The grant date fair value of stock awards granted to each non-employee director in 2025 was $89.14 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 2025. 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 2025 was $19.80 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, 2025. | | The aggregate number of stock options outstanding for each non-employee director as of December 31, 2025 was as follows: Mr. Bilbrey—22,415; Mr. Cahill—22,415; Mr. Cahillane—7,117; Ms. Edwards—19,642; Dr. Harris—22,415; Ms. Hund-Mejean—14,090; Ms. Nelson—13,488; Mr. Newman—4,106; and Ms. Norrington—22,415. | | (4) The amounts shown consist of (i) the value of Company-paid life insurance premiums and (ii) matching charitable donations contributed by the Company 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 Newman and Ms. Norrington each elected to defer the cash retainer they earned in 2025. Mr. Bilbrey and Mses. Edwards, Hund-Mejean, Nelson and Norrington each elected to defer the share grant they earned in 2025 pursuant to the procedure described above. | | (6) Dr. Harris elected to receive 25% of his annual share grant in cash in 2025 to satisfy tax obligations pursuant to the procedure described above. |

  57. NOTES TO THE DIRECTOR COMPENSATION TABLE

    | 2026 Proxy Statement | 27 |

  58. NOTES TO THE DIRECTOR COMPENSATION TABLE

    Compensation Discussion and Analysis Introduction This CD&A describes our executive compensation philosophy and program, the compensation decisions made under this program and the specific factors we considered in making those decisions. This CD&A focuses on the compensation of the executive officers listed in the Summary Compensation Table of this Proxy Statement (the “Named Officers”), who are:

  59. NOTES TO THE DIRECTOR COMPENSATION TABLE

    | | | | | | | Noel Wallace | Stanley J. Sutula III | Jennifer M. Daniels | Shane Grant | Panagiotis Tsourapas | | Chairman, President and Chief Executive Officer | Chief Financial Officer | Chief Legal Officer and Secretary | Chief Operating Officer, Americas | Chief Operating Officer, Eur., APac, Afr/Eur, Skin and Global Cust. Dev. |

  60. NOTES TO THE DIRECTOR COMPENSATION TABLE

    Executive Summary 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. We use performance measures for our incentive programs that are tied to our growth strategy, are used to evaluate the success of our business and are highly correlated with long-term shareholder return and set incentive targets in line with our publicly-announced guidance. 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. Reflecting these principles, target direct compensation (salary and target annual and long-term incentives) for the Named Officers is designed to be weighted substantially more heavily towards variable compensation than fixed compensation, as the following charts demonstrate.

  61. 2025 TARGET DIRECT COMPENSATION

    | * Mr. Grant’s 2025 base salary, 2025 target annual incentive and 2026 target long-term incentives are included in the average reflected in the above chart since he joined the Company in June 2025 and will fully participate in our long-term incentive compensation programs starting in 2026. |

  62. Impact of Tariffs on 2025 Annual Incentive Program

    Impact of Tariffs on 2025 Annual Incentive Program When the P&O Committee established annual bonus targets in March 2025, the timing, scope and scale of potential U.S. and reciprocal international tariffs remained highly uncertain, particularly as a result of the global footprint of the Company’s supply chain. To ensure the annual incentive program remained focused on operational excellence rather than developments in trade relations outside of the Company’s control, when setting the annual bonus targets the P&O Committee specifically reserved the right to adjust the calculation of the performance measures for extraordinary events, including the possible positive or negative impact of tariffs not yet announced when the targets were set. In February 2026, the P&O Committee, in consultation with its independent compensation consultant, FW Cook, conducted a comprehensive review of the Company’s performance and determined that it should, consistent with the intent set forth at the beginning of the performance year, exercise discretion to adjust 2025 Base Business Earnings Per Share when calculating the annual bonus to account for the significant impact of tariffs that were outside of management’s control and not known at the time the original target was set. See “Compensation Components–Annual Incentives” below for further detail regarding the P&O Committee’s determination.

  63. Performance Measures

    Performance Measures The P&O Committee selected the following performance measures in 2025 to assess the performance of the Named Officers in 2025 and in the three-year performance period commencing in 2025:

  64. Performance Measures

    | Pay Component | CEO 2025 Target Compensation Mix | Other Named Officer Average 2025 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 (2025) | 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 (2025-2027) | PBRSUs (vesting in 2028, if earned) |

  65. Performance Measures

    | * Except for Mr. Grant, percentages shown include the target value of performance-based restricted stock unit (“PBRSU”) awards for the 2025-2027 performance cycle pursuant to our Growth Performance Plan and the target value of stock option and time-based restricted stock unit (“RSU”) awards based on salary grade guidelines. For Mr. Grant, the target value of PBRSU awards he will receive for the 2026-2028 performance cycle and the value of stock option and time-based RSU awards he will receive in 2026 are included instead since he joined the Company in June 2025 and will fully participate in our long-term incentive compensation programs starting in 2026. |

  66. Performance Measures

    | 30 | |

  67. Performance Measures

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

  68. Annual Incentive Awards

    Annual Incentive Awards

  69. Annual Incentive Awards

    | Measure | Target Range | 2025 Results | Outcome | Comparison vs. Comparison Group* | | Base Business Earnings Per Share | $3.63–$3.68 | $3.75 (after tariff adjustment described on page 39) | 93.6% 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 63rd to the 89th percentile of annual bonuses for similar jobs in the Comparison Group. ● Mr. Wallace’s earned award represented a payout at approximately the 57th percentile of annual bonuses for CEOs in the Comparison Group. | | Organic Sales Growth | 3.0%-4.0% | 1.4% | | | | Strategic Initiatives | See below description | | | |

  70. Annual Incentive Awards

    | * Based on the most recent data available. |

  71. Annual Incentive Awards

    In determining the extent to which the strategic measure was achieved, the P&O Committee considered achievement against our goals of accelerating innovation, driving superior consumer experience, supporting our culture of inclusion and progressing our sustainability initiatives. Following this evaluation, the P&O Committee determined that the strategic measure should pay out at 110% of target, based on our solid performance against those goals as described under “Compensation Components—Annual Incentives” below.

  72. Long-Term Incentive Awards

    Long-Term Incentive Awards

  73. 2025-2027 Long-Term Incentive Awards Performance Cycle (Growth Performance Plan – 50% of Long-Term Incentives Mix)

    2025-2027 Long-Term Incentive Awards Performance Cycle (Growth Performance Plan – 50% of Long-Term Incentives Mix)

  74. 2025-2027 Long-Term Incentive Awards Performance Cycle (Growth Performance Plan – 50% of Long-Term Incentives Mix)

    | 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, 2025, 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 (including applying the total shareholder return modifier). ● PBRSUs will vest, if earned, in 2028. | | 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 | |

  75. Stock Options (30% of Long-Term Incentives Mix) and Time-Based RSUs (20% of Long-Term Incentives Mix)

    Stock Options (30% of Long-Term Incentives Mix) and Time-Based RSUs (20% of Long-Term Incentives Mix) In 2025, the P&O Committee approved annual stock option and time-based RSU awards for the Named Officers. These awards are granted based on guidelines set for each salary grade, which are established annually based on a review of market data and share usage.

  76. CEO Total Direct Compensation*

    | | 10% vs. 2024 Primarily due to a decrease in his annual cash bonus. |

  77. CEO Total Direct Compensation*

    | | 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, consumer experience, culture of inclusion 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, 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 target compensation at approximately the median level overall, with above-median payouts for superior performance and below-median payouts for performance below expectations. Some executives, including the Named Officers, may be targeted above the median based on factors such as experience, length of time in role, individual performance, long-term leadership succession strategy and internal parity. | | | | | 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. | | | |

  78. CEO Total Direct Compensation*

    | ● | 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; 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. |

  79. CEO Total Direct Compensation*

    2025 CEO Compensation Review In 2025, the P&O Committee worked with FW Cook to determine the appropriate target level of direct compensation for Mr. Wallace based on his individual performance, including his leadership, his long tenure as CEO and overall Company performance. Following this review, which also considered our compensation philosophy, our Company’s size relative to companies in the Comparison Group, competitive data from the Comparison Group and market trends, the P&O Committee determined in March 2025 to set (i) Mr. Wallace’s target cash compensation (salary and annual bonus) near the median of the Comparison Group and (ii) his target long-term incentives (PBRSUs, annual stock options and annual

  80. CEO Total Direct Compensation*

    time-based RSUs) above the median of the Comparison Group to ensure a direct and meaningful link between his long-term pay opportunity and continued stockholder value creation. In aggregate, Mr. Wallace’s overall target direct compensation (salary and annual and long-term incentives) for 2025 was therefore between the median and the 75th percentile of the Comparison Group, which reflects his strong performance, exceptional leadership and long tenure as CEO. The P&O Committee continued to have the variable portion of Mr. Wallace’s target direct compensation represent a larger portion of his compensation as compared with the other Named Officers, to ensure his compensation is most strongly tied to Company performance. In making these determinations, the P&O Committee worked together with the other independent directors of the Board. In accordance with our compensation philosophy and in light of the market data and the other considerations noted above, in March 2025 the P&O Committee determined to maintain Mr. Wallace’s salary and annual bonus opportunity at the same level as in 2024 and to increase the long-term equity incentive portion of Mr. Wallace’s target direct compensation by approximately eight percent from $11,000,000 to $11,900,000 to link a more significant part of his compensation to the achievement of multi-year performance goals and our absolute and relative stock price performance. Compensation Arrangements for Newly Hired Named Officer In May 2025, the Board elected Mr. Grant as our Chief Operating Officer, Americas, effective June 16, 2025. Mr. Grant joined the Company from Group Danone (“Danone”), a leading global food and beverage company, where he had been Group Deputy CEO, CEO Americas and EVP Dairy, Plant-Based and Global Sales since January 2023. In connection with his joining the Company, the P&O Committee approved the following compensatory arrangements for Mr. Grant, all effective June 16, 2025. Mr. Grant’s base salary was set at $1,100,000. He was eligible to receive an annual cash bonus for 2025 with a target award of 115% of base salary based on the achievement of performance measures applicable to other Company executives (see page 46 for the actual bonus he received). Mr. Grant also received a replacement equity award in recognition of the forfeiture of equity awards from his prior employment of 90,000 time-based RSUs, which will vest in three installments - 45,000 vesting on June 16, 2026, 22,500 vesting on June 16, 2027 and 22,500 vesting on June 16, 2028. To compensate Mr. Grant for the loss of certain housing and education benefits he relinquished upon his departure from Danone, he also received a one-time sign-on bonus of $1,000,000 and a transition allowance of $1,500,000, in each case payable in two equal installments, the first coincident with the commencement of his employment and the second on June 16, 2026. In addition, Mr. Grant received an annual grant of stock options (valued at $450,000) and time-based RSUs (valued at $300,000) in September 2025. Beginning in 2026, Mr. Grant will participate in our Growth Performance Plan, receiving PBRSUs at the guideline award level for his salary grade with a target value of $1,600,000 for the 2026-2028 performance cycle, and will also receive an annual grant of stock options (valued at $960,000) and time-based RSUs (valued at $640,000), each of which is the guideline award level for his salary grade. For tax years 2025 and 2026, Mr. Grant will receive assistance with his income tax return preparation from the Company’s global mobility tax partner. Mr. Grant’s compensatory arrangements were negotiated at arm’s length at a level appropriate to attract external talent. Comparison Group We use comparative compensation data from a group of other leading companies, referred to in this CD&A as the “Comparison Group,” as a point of reference in designing our compensation programs and in setting compensation levels. The P&O Committee does not use this comparative data as the determinative factor in setting compensation levels but rather as a single component in its effort to verify that our compensation programs are reasonable and competitive in light of compensation levels at similarly situated companies. The P&O Committee also reviews our performance against the Comparison Group for purposes of making awards that are based on relative performance measures, including the long-term incentive awards granted under the Growth Performance Plan. The Comparison Group is selected to include companies of similar size and complexity to us (including our substantial international operations) and to represent both the market for executive talent in which we compete as well as our peer companies from a performance and investment perspective. It is comprised primarily of fast-moving consumer goods companies with product portfolios consisting of globally recognized brands that are similarly situated to us in terms of overall size or performance against relevant measures. Our 2025 revenue and market capitalization as of December 31, 2025 were at the 59th and 69th percentiles, respectively, of the Comparison Group. The companies comprising the Comparison Group are approved by the P&O Committee after taking into account observations and recommendations of management and FW Cook.

  81. COMPARISON GROUP

    | 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 |

  82. NAMED OFFICERS’ TARGET COMPENSATION MIX

    | * Mr. Grant’s 2025 base salary, 2025 target annual incentive and 2026 target long-term incentives are included in the above chart since he joined the Company in June 2025 and will fully participate in our long-term incentive compensation programs starting in 2026. |

  83. NAMED OFFICERS’ TARGET COMPENSATION MIX

    The target mix between annual incentive pay and long-term incentives is determined based on competitive practice and our desire to focus, first, on long-term performance and shareholder value and, second, on annual performance. Within the long-term incentive category, the Named Officers are eligible to receive a mix of stock options, time-based RSUs and PBRSUs, which serve different but complementary purposes, as described in further detail on page 40. Our compensation philosophy and competitive practice also drive determinations about total target compensation levels for the Named Officers.

  84. NAMED OFFICERS’ TARGET COMPENSATION MIX

    In addition to the three primary components of compensation discussed above, we provide Mr. Wallace with the use of a Company car and driver for security and efficiency purposes, the value of which is included in note 6 to the Summary Compensation Table. Any personal income taxes due as a result of this perquisite are Mr. Wallace’s responsibility. In connection with his hiring, Mr. Grant received a transition allowance of $1,500,000 and will receive assistance with his income tax return preparation from the Company’s global mobility tax partner for tax years 2025 and 2026, as discussed in note 7 to the Summary Compensation Table. Any personal income taxes due as a result of these perquisites are Mr. Grant’s responsibility. The compensation and benefits payable to the Named Officers in the event of retirement, severance and change in control are described on pages 51 to 57. Subject to eligibility requirements, the Named Officers participate in the same retirement programs that are available to other U.S. employees, with supplemental benefits provided to make up for benefits under certain plans that cannot be provided as a result of the application of certain limits under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). Messrs. Tsourapas and Wallace, who participate in the Colgate-Palmolive Company Employees’ Retirement Income Plan (the “Retirement Plan”), receive pension benefits determined under the PRA formula as described in “Retirement Plans.” Ms. Daniels and Messrs. Grant and Sutula are not participants in the Retirement Plan and instead participate only in our defined contribution plans. Our severance program is designed to provide participants with reasonable compensation if their employment is terminated in the event of a change in control or at the Company’s convenience (i.e., involuntary termination without cause). The potential payments and benefits under these various programs did not influence the decisions discussed in the balance of this CD&A regarding the setting of salary, annual incentives and long-term incentives for the Named Officers since these programs serve very different purposes. Base Salary Base salaries for the Named Officers and all other employees are based on established salary ranges for each grade level. The CEO’s salary is set independently by the P&O Committee, without the involvement of the CEO. The P&O Committee reviews salaries for the other Named Officers based on recommendations from the Global Human Resources function and the CEO in accordance with the established salary ranges and guidelines described below. Since base salaries are designed to provide a reasonable, competitive level of fixed compensation, the mid-point of each salary range is based on the median pay level for similar jobs at companies in the Comparison Group. Salaries above the median are available for key contributors to our success. Setting salaries in the median range or above mitigates pressure that might otherwise exist to support short-term focused or higher-risk business strategies if fixed compensation were set materially below market rates. Decisions regarding where in the range a particular individual’s salary should be and whether their salary should be increased during the year are based on the following factors:

  85. Performance Measures and Bonus Payouts

    Performance Measures and Bonus Payouts

  86. Financial Measures (80%)

    Financial Measures (80%) 80% of the 2025 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 2025 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 2025 consistent with our publicly-announced guidance for 2025 and based on our 2025 plan to continue to deliver organic sales growth and consistent, compounded earnings per share growth through increasing household penetration, improving brand health and investing behind our strategic priorities. Given the macroeconomic 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 continuing foreign exchange and geopolitical volatility, high interest rates and macroeconomic uncertainty. At the time the targets were established, the timing, scope and scale of potential U.S. and reciprocal international tariffs remained highly uncertain, particularly as a result of the global footprint of the Company’s supply chain. To ensure the annual incentive program remained focused on operational excellence rather than developments in trade relations outside of the Company’s control, when setting the annual bonus targets the P&O Committee specifically reserved the right to adjust the calculation of the performance measures for extraordinary events, including the possible positive or negative impact of tariffs not yet announced when the targets were set. 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. In light of lower category growth expectations and macroeconomic volatility, the 2025 organic sales growth target percentage was set slightly lower than the 2024 target percentage (but still required positive absolute year-over-year organic sales growth), consistent with our publicly announced organic sales growth goal for 2025. The uncertain market conditions also led the P&O Committee to set the 2025 organic sales growth target as a range, rather than a single number.

  87. Financial Measures (80%)

    If Base Business Earnings Per Share was less than $3.38 or organic sales growth was less than 1.0%, 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. The Company’s reported 2025 Base Business Earnings Per Share was $3.69. In February 2026, the P&O Committee, in consultation with FW Cook and consistent with the intent set forth at the beginning of the performance year, exercised its discretion to increase 2025 Base Business Earnings Per Share when calculating the annual bonus by $0.06 to $3.75 to account for the significant impact of tariffs that were outside of management’s control and not known at the time the original target was set.

  88. Strategic Initiatives (20%)

    Strategic Initiatives (20%) The remaining 20% of the 2025 annual cash bonuses for the Named Officers was determined based on our progress on certain strategic initiatives, measured by considering our overall performance during 2025 on accelerating innovation, driving superior consumer experience, supporting our culture of inclusion and progressing our sustainability initiatives. The strategic measure was selected to further align compensation with our strategic priorities to focus on impactful, premium innovation, ensure consumers receive a superior experience with our brands on store shelves, foster a culture where everyone feels they belong and integrate sustainability into our business. Targets for our innovation 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 2025 performance against the strategic goals.

  89. 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 Company executives on increasing shareholder value and to incentivize their contribution to our long-term growth and performance. All three types of long-term incentives for the Named Officers are used to balance and support the key principles discussed on page 33.

  90. NAMED OFFICERS’ LONG-TERM INCENTIVES MIX

    NAMED OFFICERS’ LONG-TERM INCENTIVES MIX

  91. NAMED OFFICERS’ LONG-TERM INCENTIVES MIX

    | |

  92. NAMED OFFICERS’ LONG-TERM INCENTIVES MIX

    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 performance and/or vesting periods, 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 pages 34 to 35, 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 2025, our annual stock option and RSU utilization for all awards was 0.35% of outstanding stock, placing us at the 62nd percentile of the Comparison Group based on available market data.

  93. Stock Options and Time-Based Restricted Stock Units

    Stock Options and Time-Based Restricted Stock Units

  94. 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 37.) 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.

  95. Stock Option and Time-Based RSU Grants

    Stock Option and Time-Based RSU Grants During 2025, the stock option and time-based RSU grants to the Named Officers were at our guideline award level except for Mr. Grant, who received a lesser award due to his joining the Company mid-year. 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 2025. Mr. Wallace’s awards for 2025 were 196,047 stock options and 28,314 time-based RSUs, both consistent with the pre-established guideline. Mr. Grant also received a replacement equity award in recognition of the forfeiture of equity awards from his prior employment of 90,000 time-based RSUs. See page 35 for more details about the terms of Mr. Grant’s replacement equity award.

  96. 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 55.

  97. 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 55. 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.

  98. Performance-Based Restricted Stock Unit Awards

    Performance-Based Restricted Stock Unit Awards

  99. 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 2025-2027 performance cycle, Mr. Wallace’s target award was 65,906 PBRSUs and the target award for each of the other Named Officers (other than Mr. Grant) ranged from 10,689 PBRSUs to 16,061 PBRSUs. All such target awards were granted in March 2025. Mr. Grant, who joined the Company in June 2025, did not receive a target award for the 2025-2027 performance cycle. 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 2028 and will depend upon achievement of the performance goals as well as the price of our Common Stock at the time of vesting.

  100. Performance Measures

    Performance Measures The performance measures used for the 2025-2027 performance cycle are described below.

  101. 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% | | | |

  102. 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. |

  103. 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 stockholder experience and hold management accountable for outperforming peers. The number of PBRSUs earned following completion of the 2025-2027 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:

  104. 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% |

  105. 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.

  106. Performance Measures

    | 42 | |

  107. PBRSU Terms

    Compensation Governance Features Equity Grant Policies and Practices We grant 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. All awards are granted under a stockholder-approved plan, 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. We do not grant equity awards in anticipation of the release of material nonpublic information, nor do we time the public release of such information based on equity award grant dates. It is our policy to not grant stock options or similar awards during the four business days prior to or one business day following an earnings announcement or filing of a periodic report on Form 10-Q or Form 10-K. These restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of our Common Stock on the date of grant. Stock Ownership and Retention Requirements To further align the interests of our officers with those of our stockholders and ensure a long-term perspective, the Board has established minimum stock ownership guidelines for members of senior management. The CEO is required to own Company stock equal in value to eight times his annual salary, and the other Named Officers must hold Company stock equal in value to four times their annual salaries. Other senior managers are subject to ownership requirements of one or two times their annual salaries. Executives have five years from their initial promotion into an eligible position to achieve required ownership levels and neither unexercised stock options nor unearned PBRSUs are counted for purposes of determining whether the ownership requirements have been met. Additionally, until they have achieved their required ownership level, officers are required to retain 100% of the net after-tax shares of Common Stock received upon the vesting of any RSU award (including PBRSU awards). Compliance with the ownership requirements is evaluated on an annual basis. All Named Officers are in compliance with this policy. Insider Trading Policy and Prohibition on Hedging and Pledging of Company Stock The Board has adopted an insider trading policy that governs purchases, sales and other dispositions of Company securities by our directors, officers and employees, as well as by the Company itself. The policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. Among other things, the insider trading policy prohibits those subject to the policy from engaging in transactions in Company securities while aware of material nonpublic information about the Company. The insider trading policy also prohibits our directors, officers and employees who receive stock-based compensation from purchasing any financial instrument that is designed to hedge against or offset any decrease in the value of Company securities, such as short sales and put and call options, and strongly discourages all other employees from entering into such transactions. In addition, we prohibit our directors and officers from pledging Company securities. During 2025, all of the Named Officers were in compliance with both the anti-hedging and anti-pledging policies. A copy of our insider trading policy was filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2024. Clawback Policies In accordance with NYSE 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 (both time-based and performance-based) 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 the Company. Failure to comply with any of these requirements may result in forfeiture and/or cancellation of equity awards.

  108. PBRSU Terms

    | Name and Principal Position (a) | Year (b) | Salary ($) (c) | Bonus ($) (d)(1) | Stock Awards ($) (e)(2) | Option Awards ($) (f)(3) | Non-Equity Incentive Plan Compensation ($) (g)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h)(5) | All Other Compensation ($) (i)(6) | Total ($) (j) | | Noel Wallace Chairman, President and Chief Executive Officer | 2025 | 1,500,000 | — | 8,005,152 | 3,570,016 | 2,455,950 | 58,209 | 888,869 | 16,478,196 | | | 2024 | 1,500,000 | — | 7,893,014 | 3,300,014 | 4,567,500 | 56,182 | 918,154 | 18,234,864 | | | 2023 | 1,475,000 | — | 6,863,950 | 3,075,008 | 4,725,000 | 52,764 | 929,862 | 17,121,584 | | Stanley J. Sutula III Chief Financial Officer | 2025 | 1,097,759 | — | 2,070,858 | 1,050,007 | 1,193,261 | — | 252,414 | 5,664,299 | | | 2024 | 1,007,513 | — | 2,080,962 | 870,009 | 1,772,152 | — | 203,942 | 5,934,578 | | | 2023 | 959,750 | — | 1,941,996 | 870,008 | 1,754,316 | — | 163,589 | 5,689,659 | | Jennifer M. Daniels Chief Legal Officer and Secretary | 2025 | 952,706 | — | 1,298,310 | 579,005 | 718,393 | — | 222,363 | 3,770,777 | | | 2024 | 921,815 | — | 1,384,831 | 579,002 | 1,297,131 | — | 170,426 | 4,353,205 | | | 2023 | 880,098 | — | 1,292,516 | 579,013 | 1,284,077 | — | 196,001 | 4,231,705 | | Shane Grant Chief Operating Officer, Americas(7) | 2025 | 592,308 | 500,000 | 8,409,910 | 450,006 | 1,183,534 | — | 788,354 | 11,924,112 | | Panagiotis Tsourapas Chief Operating Officer, Eur., APac, Afr/Eur, Skin and Global Cust. Dev. | 2025 | 1,001,812 | — | 1,312,348 | 600,001 | 871,760 | 4,843 | 288,797 | 4,079,561 | | | 2024 | 947,215 | — | 1,384,831 | 579,002 | 1,332,872 | 4,702 | 231,069 | 4,479,691 | | | 2023 | 908,543 | — | 1,292,516 | 579,013 | 1,319,458 | 4,404 | 280,998 | 4,384,932 |

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

    NOTES TO THE GRANTS OF PLAN-BASED AWARDS TABLE

  110. 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 2025. 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 40 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 2025 under the Growth Performance Plan pursuant to the stockholder-approved 2019 Plan for the 2025-2027 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 41 to 43 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, 2025 to December 31, 2027. 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. Since he joined the Company in June 2025, Mr. Grant did not receive a grant of PBRSUs under the Growth Performance Plan in 2025. | | (3) Except as described in note 6 to this table, the amounts shown represent annual time-based RSU awards granted in September 2025 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 2025 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. |

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

    | 48 | |

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

    | (5) This column shows the grant date fair value of: (i) the unearned PBRSUs granted to the Named Officers in March 2025 under the Growth Performance Plan for the 2025-2027 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, 2025. | | (6) The time-based RSU award made to Mr. Grant in connection with his hiring was approved by the P&O Committee on May 27, 2025 with a grant date of June 16, 2025, his first day of employment at the Company. The award was made under the stockholder-approved 2019 Plan on terms negotiated at arm’s length with the purpose of compensating him for awards from his former employer that he forfeited upon joining the Company. The aggregate grant date fair value of the award is included in column (e) of the Summary Compensation Table. These RSUs will vest in three annual installments – 45,000 on June 16, 2026, 22,500 on June 16, 2027 and 22,500 on June 16, 2028. |

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

    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, 2025.

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

    | | 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 Wallace | 9/12/19 | 322,042 | — | 72.29 | 9/12/27 | 187,971 | 14,853,468 | 256,316 | 20,254,090 | | | 9/10/20 | 377,443 | — | 76.41 | 9/10/28 | | | | | | | 9/10/21 | 405,041 | — | 77.04 | 9/10/29 | | | | | | | 9/9/22 | 322,910 | — | 78.03 | 9/9/30 | | | | | | | 9/13/23 | 137,676 | 68,839 | 72.83 | 9/13/31 | | | | | | | 9/12/24 | 48,565 | 97,131 | 106.34 | 9/12/32 | | | | | | | 9/11/25 | — | 196,047 | 84.06 | 9/11/33 | | | | | | Stanley J. Sutula III | 11/9/20 | 97,843 | — | 81.78 | 11/9/28 | 53,212 | 4,204,812 | 64,946 | 5,132,033 | | | 9/9/22 | 75,629 | — | 78.03 | 9/9/30 | | | | | | | 9/13/23 | 38,952 | 19,477 | 72.83 | 9/13/31 | | | | | | | 9/12/24 | 12,803 | 25,608 | 106.34 | 9/12/32 | | | | | | | 9/11/25 | — | 57,661 | 84.06 | 9/11/33 | | | | | | Jennifer M. Daniels | 9/12/19 | 22,000 | — | 72.29 | 9/12/27 | 34,500 | 2,726,190 | 43,222 | 3,415,402 | | | 9/10/20 | 69,938 | — | 76.41 | 9/10/28 | | | | | | | 9/10/21 | 74,820 | — | 77.04 | 9/10/29 | | | | | | | 9/9/22 | 62,543 | — | 78.03 | 9/9/30 | | | | | | | 9/13/23 | 25,924 | 12,962 | 72.83 | 9/13/31 | | | | | | | 9/12/24 | 8,521 | 17,042 | 106.34 | 9/12/32 | | | | | | | 9/11/25 | — | 31,796 | 84.06 | 9/11/33 | | | | | | Shane Grant | 9/11/25 | — | 24,712 | 84.06 | 9/11/33 | 94,745 | 7,486,750 | — | — | | Panagiotis Tsourapas | 9/10/20 | 69,938 | — | 76.41 | 9/10/28 | 34,660 | 2,738,833 | 43,222 | 3,415,402 | | | 9/10/21 | 74,820 | — | 77.04 | 9/10/29 | | | | | | | 9/9/22 | 62,543 | — | 78.03 | 9/9/30 | | | | | | | 9/13/23 | 25,924 | 12,962 | 72.83 | 9/13/31 | | | | | | | 9/12/24 | 8,521 | 17,042 | 106.34 | 9/12/32 | | | | | | | 9/11/25 | — | 32,949 | 84.06 | 9/11/33 | | | | |

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

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

  116. 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.” |

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

    | 2026 Proxy Statement | 49 |

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

    | (2) The following table contains information about the aggregate value of stock options held by each of the Named Officers as of December 31, 2025. The values shown are calculated based on the difference between the closing price of our Common Stock on December 31, 2025 and the applicable exercise prices. |

  119. 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 Wallace | 5,126,345 | 426,113 | | Stanley J. Sutula III | 315,986 | 120,563 | | Jennifer M. Daniels | 701,129 | 80,235 | | Shane Grant | — | — | | Panagiotis Tsourapas | 553,069 | 80,235 |

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

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

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

    | Named Officer | 9/11/26 | 9/12/26 | 9/13/26 | 9/11/27 | 9/12/27 | 9/11/28 | | Noel Wallace | 65,349 | 48,565 | 68,839 | 65,349 | 48,566 | 65,349 | | Stanley J. Sutula III | 19,220 | 12,804 | 19,477 | 19,220 | 12,804 | 19,221 | | Jennifer M. Daniels | 10,598 | 8,521 | 12,962 | 10,599 | 8,521 | 10,599 | | Shane Grant | 8,237 | — | — | 8,237 | — | 8,238 | | Panagiotis Tsourapas | 10,983 | 8,521 | 12,962 | 10,983 | 8,521 | 10,983 |

  122. 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: |

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

    | | PBRSUs | RSUs | | | | | | | | | | Named Officer | 2/23/26 | 6/16/26 | 9/11/26 | 9/12/26 | 9/13/26 | 6/16/27 | 9/11/27 | 9/12/27 | 6/16/28 | 9/11/28 | | Noel Wallace | 136,710 | — | 8,193 | 7,096 | 9,873 | — | 9,501 | 7,097 | — | 9,501 | | Stanley J. Sutula III | 38,678 | — | 2,409 | 1,870 | 2,794 | — | 2,794 | 1,872 | — | 2,795 | | Jennifer M. Daniels | 25,742 | — | 1,327 | 1,245 | 1,859 | — | 1,541 | 1,245 | — | 1,541 | | Shane Grant | — | 45,384 | 1,196 | — | — | 22,884 | 1,198 | — | 22,885 | 1,198 | | Panagiotis Tsourapas | 25,742 | — | 1,375 | 1,245 | 1,859 | — | 1,596 | 1,245 | — | 1,598 |

  124. 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, 2025. | | (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 2027 and February 2028, 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 maximum level of performance is achieved for the 2024-2026 and 2025-2027 performance cycles (without taking into account the total shareholder return modifier). In the event our total shareholder return over the performance period is negative, the amount of shares earned would be capped at the target level, even if our performance on the other performance measures would otherwise yield a higher payout. |

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

    | | Unearned PBRSUs Under the Growth Performance Plan – Maximum Level | | | Named Officer | 2024-2026 Cycle (Vesting in 2027) | 2025-2027 Cycle (Vesting in 2028) | | Noel Wallace | 124,504 | 131,812 | | Stanley J. Sutula III | 32,824 | 32,122 | | Jennifer M. Daniels | 21,844 | 21,378 | | Panagiotis Tsourapas | 21,844 | 21,378 |

  126. 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, 2025. |

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

    | 50 | |

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

    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 2025 upon the exercise or vesting of equity awards previously granted to each of the Named Officers.

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

    | | 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 Wallace | — | — | 113,255 | 11,981,301 | | Stanley J. Sutula III | — | — | 27,261 | 2,994,413 | | Jennifer M. Daniels | — | — | 21,730 | 2,236,594 | | Shane Grant | — | — | — | — | | Panagiotis Tsourapas | — | — | 21,738 | 2,249,741 |

  130. NOTES TO THE OPTION EXERCISES AND STOCK VESTED TABLE

    NOTES TO THE OPTION EXERCISES AND STOCK VESTED TABLE

  131. 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. |

  132. NOTES TO THE OPTION EXERCISES AND STOCK VESTED TABLE

    Retirement Plans All Named Officers participate in the Savings & Investment Plan, a defined contribution plan sponsored by the Company generally available to all U.S. employees, as well as the Supplemental Savings & Investment Plan, a plan available to U.S. employees whose benefits under the Savings & Investment Plan are otherwise limited due to IRS or Savings & Investment Plan rules. Messrs. Tsourapas and Wallace are also participants in and will receive retirement benefits under the Retirement Plan, a broad-based, tax-qualified retirement plan available generally to all U.S. employees who were eligible for the plan as of August 31, 2010, and the Supplemental Retirement Plan, an unfunded non-qualified supplemental plan available to employees whose benefits under the Retirement Plan are subject to certain IRS limits. The Supplemental Retirement Plan provides for payment of the portion of the Retirement Plan benefit that exceeds IRS and Retirement Plan limits. Employees hired after June 1, 2010 are not eligible to participate in the Retirement Plan. Ms. Daniels and Messrs. Grant and Sutula, who joined Colgate-Palmolive in 2014, 2025 and 2020, respectively, are not participants in either the Retirement Plan or the Supplemental Retirement Plan. Messrs. Tsourapas’s and Wallace’s Retirement Plan benefits are determined in accordance with the Personal Retirement Account (“PRA”) formula. Under the PRA formula, the benefit is payable upon the employee’s departure from Colgate-Palmolive at any age and the value is equal to the employee’s vested account balance. PRA formula benefits are determined as follows: On July 1, 1989, an account was established for each eligible person with an opening balance equal to the greater of (i) the value of the pension then accrued under the formula that existed prior to July 1, 1989 and (ii) an amount equal to the sum of the monthly pay-based credits that would have been made to the employee’s account had the PRA formula always been in effect. For those initially eligible employees, as well as employees who were hired or became eligible to participate in the Retirement Plan between July 1, 1989 and June 1, 2010, monthly pay-based credits equal to a percentage of the employee’s monthly “recognized earnings” accumulated in a PRA account established in the employee’s name. “Recognized earnings” consisted of the higher of (i) the compensation earned by an employee during the previous year and (ii) their annual salary as of January 1 of the year in question plus the annual bonus paid to the employee in the previous year. Recognized earnings did not include the value of equity compensation. The Retirement Plan was amended effective January 1, 2014 to provide that no additional pay-based credits will be made to PRA accounts after December 31, 2013. This change also applied to the Supplemental Retirement Plan. Employees who accrued benefits under the PRA formula receive monthly credits for interest in their accounts. Interest credits continue after December 31, 2013. The interest crediting rate for 2025 was 5.32%, which was determined in accordance with the Retirement Plan rules and applicable IRS guidance.

  133. NOTES TO THE OPTION EXERCISES AND STOCK VESTED TABLE

    | 2026 Proxy Statement | 51 |

  134. NOTES TO THE OPTION EXERCISES AND STOCK VESTED TABLE

    For employees retiring under the PRA formula, benefits earned under the Supplemental Retirement Plan through December 31, 2004 will follow the form of payment elected under the Retirement Plan, and benefits earned after December 31, 2004 will be paid in a lump sum. However, employees may request to have their full retirement benefit under the Supplemental Retirement Plan paid in a lump sum. Such requests may be accepted or denied. Total annual retirement benefits payable under the Retirement Plan and the Supplemental Retirement Plan are subject to a maximum of 70% of the sum of an individual’s base salary at retirement plus cash-based incentive compensation awarded for services rendered in the calendar year immediately preceding retirement. Under the standard form of retirement benefit for a married participant, the employee receives a monthly retirement benefit for life and, upon the employee’s death, their spouse is entitled to receive a monthly benefit for life equal to 50% of the employee’s benefit. For approximately 150 employees, including the Named Officers who participate in the Retirement Plan, the employee’s spouse is entitled to receive an additional monthly amount equal to 25% of the employee’s normal monthly retirement benefit for life if the employee dies during retirement or while in active service after attaining early retirement eligibility. However, this benefit is not available to the extent it would cause the total retirement benefit payable to the employee’s spouse to exceed 100% of the employee’s normal retirement benefit and is not available if a participant elects a lump sum form of payment under the Retirement Plan. If the participant in question is a “specified employee” under Section 409A of the Internal Revenue Code, there may be a six-month delay in the commencement of Supplemental Retirement Plan distributions, if triggered by the participant’s termination or retirement. Pension Benefits The following table shows the actuarial present value of each Named Officer’s total accumulated benefit as of December 31, 2025 under the terms of the Retirement Plan and the Supplemental Retirement Plan. As described above, Ms. Daniels and Messrs. Grant and Sutula are not participants in the Retirement Plan or the Supplemental Retirement Plan and therefore do not appear in the following table.

  135. NOTES TO THE OPTION EXERCISES AND STOCK VESTED TABLE

    | 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 Wallace | Retirement Plan | 26.25 | 582,131 | — | | | Supplemental Retirement Plan | 26.25 | 513,101 | — | | | | | 1,095,232 | — | | Panagiotis Tsourapas | Retirement Plan | 3.58 | 45,320 | — | | | Supplemental Retirement Plan | 3.58 | 48,349 | — | | | | | 93,669 | — |

  136. NOTES TO THE PENSION BENEFITS TABLE

    NOTES TO THE PENSION BENEFITS TABLE

  137. NOTES TO THE PENSION BENEFITS TABLE

    | (1) For Mr. Wallace, the years in this column represent the actual years worked by him for Colgate-Palmolive as of December 31, 2013. For Mr. Tsourapas, the years in this column represent the years worked by him for Colgate-Palmolive as of December 31, 2013 during which he was 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, 2025 of the applicable Named Officers’ benefits under the PRA formula under the Retirement Plan and Supplemental Retirement Plan described above. |

  138. NOTES TO THE PENSION BENEFITS TABLE

    Deferred Compensation Plan Prior to 2021, eligible employees, including the Named Officers, were able to elect annually to defer a portion of their salary and/or cash bonus under the Colgate-Palmolive Company Deferred Compensation Plan (the “Deferred Compensation Plan”). Under this plan, participants could defer up to 75% of their salary and/or 100% of their cash bonus payable in the following calendar year. At the option of the participant, these amounts could be deferred to a specific date, at least five years from when the compensation was otherwise payable, or until retirement. Effective October 28, 2021, the Deferred Compensation Plan was amended to prohibit new participation and freeze future deferral elections. Prior deferral elections were unaffected by the amendment. Interest on deferred amounts is credited to the participant’s account at the end of each calendar year and compounded annually. Interest accrues at a fixed rate equal to 120% of the Applicable Federal Rate (“AFR”) published by the IRS for the year of deferral. Mid- or long-term AFRs are used based on the length of the deferral period elected. Once established at the time of deferral, the same rate remains in effect throughout the entire deferral period.

  139. NOTES TO THE PENSION BENEFITS TABLE

    | 52 | |

  140. NOTES TO THE PENSION BENEFITS TABLE

    At the time of deferral, a participant indicated whether they wished to receive the amount deferred in either a lump sum or up to ten annual installments. If the participant in question is a “specified employee” under Section 409A of the Internal Revenue Code, there may be a six-month delay in the commencement of distributions, if triggered by the participant’s termination or retirement. Changes to deferral elections and early withdrawals from deferred accounts are only permitted in extreme cases, such as unforeseen financial hardship that is demonstrated to the P&O Committee. Of the Named Officers, only Mr. Wallace previously elected to participate in the Deferred Compensation Plan, and information about earnings on his prior deferrals is included in the Nonqualified Deferred Compensation Table. Supplemental Savings & Investment Plan Employees, including the Named Officers, whose earnings exceed IRS limitations on compensation that may be recognized under the Savings & Investment Plan or whose benefits under the Savings & Investment Plan are otherwise limited due to IRS or Savings & Investment Plan rules, are entitled to receive a supplemental contribution under the Supplemental Savings & Investment Plan. The supplemental contribution is equal to the amount of the Company’s matching contributions and/or retirement contributions that cannot be made under the Savings & Investment Plan due to certain IRS or Savings & Investment Plan rules. Under the Savings & Investment Plan, we match a portion of employee contributions up to 6% of the employee’s eligible earnings and provide retirement contributions based on a percentage of eligible earnings as such earnings are paid to the employee, subject to a maximum amount of eligible earnings under applicable IRS regulations ($360,000 for 2026 and $350,000 for 2025). Eligible earnings include compensation paid in cash but do not include the value of equity compensation. The supplemental contributions are allocated to the Supplemental Savings & Investment Plan. Interest is credited under the Supplemental Savings & Investment Plan as follows:

  141. NOTES TO THE PENSION BENEFITS TABLE

    | ● | Contributions allocated to the plan through December 31, 2002 realize investment results based on the performance of our Common Stock. | | ● | Contributions allocated to the plan from January 1, 2003 through December 31, 2009 for matching contributions were credited with interest at annual interest rates calculated on the same basis as under the Deferred Compensation Plan described above. Effective October 1, 2010, the interest crediting rate was adjusted so that these contributions are credited with interest at the rate of 6.01%. Contributions allocated to the plan in December 2010 for 2010 matching contributions are also credited with interest at the rate of 6.01%. | | ● | Contributions allocated to the plan for retirement contributions beginning on September 1, 2010, and for matching contributions beginning on January 1, 2011, are credited with the same interest rate that applies under the Retirement Plan as described on page 51. |

  142. NOTES TO THE PENSION BENEFITS TABLE

    Amounts allocated to the Supplemental Savings & Investment Plan are distributed upon the participant’s departure from the Company. If the participant in question is a “specified employee” under Section 409A of the Internal Revenue Code, there may be a six-month delay in the commencement of distributions, if triggered by the participant’s termination or retirement. 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, 2025.

  143. NOTES TO THE PENSION BENEFITS TABLE

    | 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 Wallace | 4,792,011 | — | 755,525 | 286,582 | — | 5,834,118 | | Stanley J. Sutula III | 493,090 | — | 214,192 | 34,453 | — | 741,735 | | Jennifer M. Daniels | 861,854 | — | 180,485 | 53,196 | — | 1,095,535 | | Shane Grant | — | — | 16,962 | 95 | — | 17,057 | | Panagiotis Tsourapas | 1,620,654 | — | 246,912 | 96,912 | — | 1,964,478 |

  144. NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

    NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

  145. NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (1) These amounts represent Company contributions allocated under the Supplemental Savings & Investment Plan for 2025. 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 2025 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. |

  146. NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

    | 2026 Proxy Statement | 53 |

  147. NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (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. |

  148. NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

    Executive Severance and Other Termination Benefits The P&O Committee periodically reviews the appropriateness of the payment and benefit levels provided under the plans and programs described in this section, based on competitive market information and emerging best practices and governance trends. In particular, the Severance Plan is subject to approval by the Board. The Board most recently renewed the Severance Plan in September 2023 for an initial term of three years, subject to automatic extensions of additional one-year terms unless the Board otherwise determines. Severance Plan The Severance Plan is designed to provide participants with reasonable compensation if their employment is terminated following a change in control of the Company. Individual employees are assigned a particular severance level up to the maximum allowed under the plan (24 months) based on grade level. Approximately 150 senior executives participate in the Severance Plan, including the Named Officers. In addition to the Severance Plan, we have incorporated other arrangements relating to a change in control into our compensation and benefit plans, as described below. Under the Severance Plan, if at any time within two years of a “change in control” of the Company, we terminate a Named Officer’s employment for any reason other than for cause, or a Named Officer terminates employment due to an adverse change in their conditions of employment, such as a diminution in their position, authority or responsibilities, or a salary reduction (each a “Qualified Termination”), such Named Officer is entitled to receive a lump sum amount equal to either 18 or 24 months of (i) compensation (defined as base salary as of the termination date plus the average of their last three years’ annual bonus awards) plus (ii) company contributions under the Savings & Investment Plan and Supplemental Savings & Investment Plan. The Named Officers are also entitled to receive the continuation of medical, dental and life insurance benefits during the severance period. No severance payments are required if a Named Officer is terminated for “cause,” which is defined as the felony conviction of the Named Officer for a crime having a detrimental effect on our reputation, business or financial condition, the Named Officer’s willful engagement in any malfeasance, dishonesty, fraud or gross misconduct having a material detrimental effect on our reputation, business or financial condition or the Named Officer’s willful and deliberate failure to materially perform their employment duties. In addition, in order to be eligible to participate in the Severance Plan, the Named Officers and other executives are required to agree not to compete with the Company for a period of one year following their termination of employment. Generally under the Severance Plan, a “change in control” is deemed to occur if: (i) any person, entity or group acquires 30% or more of the outstanding shares of our Common Stock or voting securities (other than securities acquired directly from the Company); (ii) a majority of the board of directors as of the effective date of the Severance Plan is replaced (unless any subsequent board member is approved by at least a majority of the original incumbent board, who shall thereafter be considered an incumbent board member); (iii) a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the Company’s assets is consummated (other than under specific circumstances); or (iv) a complete liquidation or dissolution of the Company is approved by our stockholders. If an outside accounting firm were to determine that a payment under the Severance Plan would cause a Named Officer to exceed the statutory limit and subject them to the so-called “golden parachute” tax under Section 4999 of the Internal Revenue Code, then the Named Officer would either (i) receive all payments and pay the tax or (ii) receive a reduced amount such that the tax does not apply, whichever approach yields the best after-tax outcome for the Named Officer. In addition to the foregoing severance benefit, the Severance Plan provides for a payment within 30 days after the change in control, whether or not the Named Officer remains employed, of a pro-rated bonus for the year in which the change in control occurs. The pro-rated bonus paid may be used to offset any other bonus awarded for such year.

  149. NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

    | 54 | |

  150. NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

    Other Change-in-Control Arrangements Other arrangements relating to a change in control in our compensation and benefit plans are as follows.

  151. NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

    | ● | Equity Awards. We have a “double trigger” vesting policy upon a change in control, meaning that unvested equity awards only vest upon a change in control if (i) there is also a Qualified Termination or (ii) the acquirer fails to assume or replace the outstanding awards. The following provides further detail about the treatment of various equity awards upon a change in control (assuming that outstanding awards are assumed or replaced by the acquirer): |

  152. NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

    | ● | Stock options held by employees that are not yet exercisable become exercisable upon a change in control and a Qualified Termination; and | | ● | Unvested RSUs (including PBRSUs granted under our Growth Performance Plan) are considered earned in full and non-forfeitable upon a change in control and a Qualified Termination. Upon a change in control and a Qualified Termination, performance-based awards for which the performance goals have not yet been satisfied are deemed earned at the greater of the target level or the level of performance achieved to that point. |

  153. NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

    | ● | Deferred Compensation Balances. Under the Severance Plan, participating employees are also entitled to receive within 30 days following a change in control all amounts previously deferred by the employee under the Deferred Compensation Plan. They are also entitled to receive amounts held in their Supplemental Savings & Investment Plan accounts as soon as practicable following a change in control. For more information regarding the Deferred Compensation Plan and the Supplemental Savings & Investment Plan, see pages 52 to 53. |

  154. NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

    Involuntary Termination Without Cause If we terminate the employment of a Named Officer at the Company’s convenience (i.e., involuntary termination without cause), we will pay in a lump sum an amount equal to between 12 and 24 months of the Named Officer’s base salary. We are not required to make this payment if we terminate a Named Officer’s employment for “cause” (as defined above) or if the Named Officer voluntarily terminates their employment. Deferred Compensation and Retirement Benefits For information about the pension benefits payable to the Named Officers upon their retirement and deferred compensation balances, see pages 52 to 53. Approximately 450 employees, including the Named Officers, are eligible to qualify for a post-retirement life insurance benefit of up to a maximum of $750,000 in lieu of our regular life insurance benefit for retirees, subject to having at least 10 years of service at retirement and satisfying other applicable eligibility requirements. Equity Awards The treatment, in general, of previously granted equity awards in the case of the termination of employment under the following circumstances is as follows:

  155. NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

    | Nature of Termination | Stock Options | Unearned PBRSUs | Unvested RSUs | | Change in Control(1) | Double-trigger vesting | Double-trigger vesting | Double-trigger vesting | | Termination for Cause | Forfeited | Forfeited | Forfeited | | Involuntary Termination Without Cause | Vested stock options (including those scheduled to vest during the severance period) are exercisable for shorter of remainder of option term or three months; remaining unvested stock options are forfeited(2)(3) | Forfeited | Normal vesting continues through the severance period; remaining unvested are forfeited(2)(3) | | Retirement | Normal vesting continues; exercisable for remainder of option term(3) | Pro rata vesting at the end of the performance period with payout subject to actual performance(4) | Normal vesting continues(3) | | Death or Disability | Fully vest; exercisable for shorter of remainder of option term or three years | Pro rata vesting at the end of the performance period with payout subject to actual performance(4) | Normal vesting continues | | Resignation | Vested stock options are exercisable for shorter of remainder of option term or three months; unvested stock options are forfeited | Forfeited | Forfeited |

  156. NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

    | (1) See “Other Change-In-Control Arrangements—Equity Awards” above for a full description of the treatment of equity awards following a change in control of the Company. | | (2) If the employee becomes retirement-eligible during the severance period, stock options and RSUs instead receive retirement treatment. | | (3) Except for special retention awards that are subject to continued employment. | | (4) As long as the recipient was employed for at least the first six months of the performance period. |

  157. NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

    | 2026 Proxy Statement | 55 |

  158. NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

    The treatment described above assumes that employees comply with the terms and conditions of the applicable equity award agreements, including non-competition, non-solicitation and non-interference restrictions, in each case following termination of employment. Failure to comply with any of these requirements may result in forfeiture and/or cancellation of those equity awards. 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 2025. The estimated value of all stock options, RSUs and PBRSUs included in the table was calculated based on the closing price of our Common Stock on December 31, 2025 (and, in the case of stock options, the applicable exercise price). This table does not include:

  159. NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

    | ● | Equity awards previously earned by the Named Officers that would not receive accelerated distribution upon the triggering event; | | ● | Amounts previously deferred by or allocated to the Named Officers under the Deferred Compensation Plan or Supplemental Savings & Investment Plan that are disclosed in the Nonqualified Deferred Compensation Table on page 53; or | | ● | The value of any benefits (such as accrued retirement benefits and Savings & Investment Plan balances) which do not discriminate in scope, terms or operation in favor of the Named Officers and are generally available to all salaried employees. |

  160. NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

    | Name | Type of Payment or Benefit | Change in Control With Qualified Termination ($) | Involuntary Termination Without Cause ($)(1) | Death ($) | Disability ($) | Retirement ($) | | Noel Wallace | Severance Payments | 11,395,100(2) | 3,000,000(3) | — | — | — | | | Annual Incentive(4) | 2,455,950 | 2,455,950 | 2,455,950 | 2,455,950 | 2,455,950 | | | Stock Options(5) | 426,113 | — | 426,113 | 426,113 | — | | | RSUs(6) | 4,050,644 | — | — | — | — | | | PBRSUs(7) | 25,327,490(8) | — | — | — | — | | | Benefits | 1,633,373(9) | — | — | — | — | | Stanley J. Sutula III | Severance Payments | 3,726,309(2) | 1,150,000(3) | — | — | — | | | Annual Incentive(4) | 1,193,261 | 1,193,261 | 1,193,261 | 1,193,261 | 1,193,261 | | | Stock Options(5) | 120,563 | — | 120,563 | 120,563 | — | | | RSUs(6) | 1,148,477 | — | — | — | — | | | PBRSUs(7) | 6,781,733(8) | — | — | — | — | | | Benefits | 411,301(9) | — | — | — | — | | Jennifer M. Daniels | Severance Payments | 3,185,717(2) | 959,802(3) | — | — | — | | | Annual Incentive(4) | 718,393 | 718,393 | 718,393 | 718,393 | 718,393 | | | Stock Options(5) | 80,235 | — | 80,235 | 80,235 | — | | | RSUs(6) | 692,057 | — | — | — | — | | | PBRSUs(7) | 4,513,306(8) | — | — | — | — | | | Benefits | 362,469(9) | — | — | — | — | | Shane Grant | Severance Payments | 1,650,000(2) | 1,100,000(3) | — | — | — | | | Annual Incentive(4) | 1,183,534 | 1,183,534 | 1,183,534 | 1,183,534 | — | | | Stock Options(5) | — | — | — | — | — | | | RSUs(6) | 7,486,750 | 7,297,418 | 7,486,750 | 7,486,750 | — | | | Benefits | 106,287(9) | — | — | — | — | | Panagiotis Tsourapas | Severance Payments | 4,454,219(2) | 1,537,500(3) | — | — | — | | | Annual Incentive(4) | 871,760 | 871,760 | 871,760 | 871,760 | 871,760 | | | Stock Options(5) | 80,235 | — | 80,235 | 80,235 | — | | | RSUs(6) | 704,700 | — | — | — | — | | | PBRSUs(7) | 4,513,306(8) | — | — | — | — | | | Benefits | 616,147(9) | — | — | — | — |

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

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

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

    | (1) Since the Named Officers (other than Mr. Grant) are retirement-eligible, their outstanding equity would receive retirement treatment upon an involuntary termination without cause. Since Mr. Grant is not yet retirement-eligible, his outstanding equity would be treated as described on page 55 in the event he is involuntarily terminated without cause, except for the time-based RSUs he received as a replacement equity award |

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

    | 56 | |

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

    | (described on page 35 of the CD&A), which would fully vest upon such termination, though remain payable as of the originally scheduled vesting dates in compliance with Section 409A of the Internal Revenue Code. | | (2) Represents the sum of base salary plus the average of the last three years’ annual bonus awards for each Named Officer, multiplied by the applicable severance period, reduced if applicable due to the “golden parachute” tax as described on page 54. | | (3) Represents base salary for the applicable severance period. | | (4) Represents the actual annual cash bonus each Named Officer earned for full year 2025 performance. | | (5) The Named Officers (except for Mr. Grant, who is not yet retirement eligible) would be entitled to receive previously granted stock options in accordance with their original vesting schedule upon retirement or an involuntary termination without cause (because they are retirement eligible), but the vesting would be accelerated upon a Qualified Termination, death or disability. The vesting of Mr. Grant’s outstanding stock options would be accelerated upon a Qualified Termination, death or disability, however a value of zero is shown in this table because none of his outstanding stock options were in-the-money at year-end 2025. | | (6) The Named Officers (except for Mr. Grant, who is not yet retirement eligible) would be entitled to receive previously granted time-based RSUs in accordance with their original vesting schedule upon any of the above triggering events except Qualified Termination, where the vesting would be accelerated. See note 1 above and page 55 for a description of the treatment of Mr. Grant’s previously granted time-based RSUs upon the above triggering events. | | (7) Upon any of the above triggering events except Qualified Termination (discussed in note 7 below), the earned PBRSUs for the Growth Performance Plan three-year performance cycle ended December 31, 2025 would continue to 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. | | (8) Represents the value of earned PBRSUs for the Growth Performance Plan three-year performance cycle ended December 31, 2025, plus the estimated value of previously granted unearned PBRSUs that would be considered earned in full and accelerated calculated based on the greater of target level and the level of performance achieved through December 31, 2025. | | (9) Represents (i) company contributions under the Savings & Investment Plan and Supplemental Savings & Investment Plan with respect to the applicable severance period and (ii) the value of the continuation of medical and dental (and, for Messrs. Grant and Sutula, life) insurance benefits during the applicable severance period. |

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

    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 over 80% 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, including manufacturing employees, and includes both employees who are compensated on a salaried basis and those who are compensated on an hourly basis. For 2025, the median of the annual total compensation of all employees (other than our CEO, Noel Wallace) was $59,655 and the annual total compensation of the CEO, as reported in the Summary Compensation Table on page 46, was $16,478,196. Based on this information, for 2025 the CEO’s annual total compensation was 276 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. 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. Methodology for Determining the Median Employee and Annual Total Compensation There were no changes to the employee population or employee compensation arrangements in 2025 that we believe would result in a significant change to our pay ratio disclosure. However, as discussed in the 2025 Proxy Statement, the median employee that was identified in 2023 left the Company during 2024. Accordingly, as permitted by SEC rules, we are using the same previously identified alternate median employee for purposes of calculating the above-referenced 2025 pay ratio as we used for calculating the 2024 pay ratio. The alternate median employee was identified in the process described below with respect to the original median employee, and the alternate employee’s 2023 compensation was substantially similar to the original median employee based on the compensation measure used to select the original median employee. We used the following methodology, material assumptions, adjustments and estimates to identify the median of the annual total compensation of all employees. All determinations were made in 2023 except the calculation of the 2025 annual total compensation of the alternate median employee.

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

    | 2026 Proxy Statement | 57 |

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

    Determination of Employee Population in 2023 We determined that, as of October 1, 2023, we had approximately 35,400 employees (including approximately 1,150 temporary employees) working for Colgate-Palmolive Company or its consolidated subsidiaries, of which approximately 5,600 were based in the United States and the remaining approximately 29,800 were based outside the United States. As permitted by SEC rules, we chose to exclude from this population approximately 900 employees in 57 countries as detailed below, representing approximately 2.5% of our total employees. Number of employees excluded by jurisdiction: 45: Singapore; 44: El Salvador, Fiji; 42: Cameroon, Puerto Rico; 41: Kenya, Sweden; 39: Nicaragua; 38: Uruguay; 34: Panama; 33: Paraguay; 31: Ukraine; 30: Honduras, Kazakhstan, Korea; 29: Norway; 26: Hungary, Indonesia; 25: Bolivia; 20: Finland, Tunisia, Austria; 13: Ghana; 12: Réunion; 11: Israel; 10: Slovakia, Zambia; 9: Latvia, Serbia; 8: Martinique, Tanzania; 7: Croatia, Guadeloupe, Lebanon, Mozambique, New Caledonia, Slovenia; 6: Azerbaijan, French Polynesia; 4: Gabon, Malawi, North Macedonia; 3: Bangladesh, Nigeria, Trinidad and Tobago; 2: Belarus, Brunei, Cambodia, Georgia, Guyana, Uzbekistan; 1: Bosnia and Herzegovina, Bulgaria, Jamaica, Madagascar, Senegal, Algeria. All employees from each of these countries were excluded. As a result, our employee population used for determining the median employee was approximately 34,500, consisting of approximately 5,600 employees based in the United States and approximately 28,900 employees based outside the United States. Statistical Sampling We elected to use statistical sampling to identify the median employee and conducted a simple random sample of 2,000 employees worldwide, which was determined to be the appropriate sample size for the size and complexity of our employee population based on advice from an external consultant. Compensation Measure We selected base salary or comparable wages for the 12-month period ended September 30, 2023 as the measure of compensation that could be consistently applied across the sample population. In making this determination, the compensation of all permanent employees included in the sample who were hired in 2023 but were not employed for the entire measurement period was annualized, but no cost-of-living adjustments were made. Using this methodology, the alternate median employee was identified as a full-time, salaried employee located in Poland. Annual Total Compensation of Median Employee The elements of the alternate median employee’s annual total compensation for 2025 were calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $59,655. For purposes of this disclosure, Polish zlotys were converted to U.S. Dollars using a 12-month average exchange rate from January 1, 2025 through December 31, 2025. 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 46 (“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.

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

    | | | | Average Summary Compensation Table Total for Non-CEO Named Officers ($) (d) | Average Compensation Actually Paid to Non-CEO Named Officers ($) (e) | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for CEO ($) (b)(1) | Compensation Actually Paid to CEO ($) (c)(2) | (1) | (2) | Total Shareholder Return ($) (f) | Peer Group Total Shareholder Return ($) (g)(3) | Net Income ($ in millions) (h) | Company-Selected Measure: Organic Sales Growth (%) (i)(4) | | 2025 | 16,478,196 | 12,342,588 | 6,359,687 | 5,453,184 | 104.0 | 111.8 | 2,261 | 1.4 | | 2024 | 18,234,864 | 31,680,526 | 4,875,100 | 7,652,617 | 116.8 | 112.6 | 3,049 | 7.4 | | 2023 | 17,121,584 | 19,463,894 | 4,705,766 | 5,197,259 | 100.2 | 108.0 | 2,455 | 8.4 | | 2022 | 14,462,406 | 11,047,446 | 4,061,090 | 3,453,780 | 96.5 | 113.0 | 1,967 | 7.0 | | 2021 | 15,458,151 | 18,008,793 | 4,085,777 | 4,559,072 | 102.1 | 114.3 | 2,338 | 4.4 |

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

    | 58 | |

  170. NOTES TO THE PAY VERSUS PERFORMANCE TABLE

    NOTES TO THE PAY VERSUS PERFORMANCE TABLE

  171. NOTES TO THE PAY VERSUS PERFORMANCE TABLE

    | (1) Noel 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), Panagiotis Tsourapas (all years), Shane Grant (2025) and Prabha Parameswaran (2021-2024). |

  172. NOTES TO THE PAY VERSUS PERFORMANCE TABLE

    | (2) The following table describes the adjustments for 2025, 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. |

  173. NOTES TO THE PAY VERSUS PERFORMANCE TABLE

    | | 2025 | | | Adjustments ($) | CEO | Non-CEO Named Officers* | | SCT Total | 16,478,196 | 6,359,687 | | Adjustments for defined benefit and actuarial pension plans | | | | (Deduct): Aggregate change in actuarial present value included in SCT Total for the covered year | (56,626) | (1,211) | | 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 | (11,575,168) | (3,942,611) | | Add: Fair value at covered year end of awards granted during the covered year that were outstanding and unvested at the covered year end | 9,819,625 | 3,400,169 | | 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 | 208,835 | 22,895 | | Add: Vesting date fair value of awards granted and vested during the covered year | 101,504 | 15,875 | | 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 | (2,708,307) | (436,720) | | (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 | 74,529 | 35,101 | | CAP (as calculated) | 12,342,588 | 5,453,184 |

  174. NOTES TO THE PAY VERSUS PERFORMANCE TABLE

    | * Amounts presented are averages for the entire group of Non-CEO Named Officers |

  175. NOTES TO THE PAY VERSUS PERFORMANCE TABLE

    | 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 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. |

  176. NOTES TO THE PAY VERSUS PERFORMANCE TABLE

    | (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 2025 Proxy Statement, the peer group used in this table (the “Prior Peer Group”) also included Kellanova, which was removed from our Comparison Group in 2025 due to its acquisition by Mars, Incorporated. The weighted peer group shareholder return for the Prior Peer Group was 112.6, 113.3, 108.0, 113.2 and 114.2 for the periods ending December 31, 2025 (with Kellanova’s stock price performance included through December 11, 2025, the day on which it ceased trading following its acquisition), December 31, 2024, December 31, 2023, December 31, 2022 and December 31, 2021, respectively. |

  177. NOTES TO THE PAY VERSUS PERFORMANCE TABLE

    | (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. |

  178. NOTES TO THE PAY VERSUS PERFORMANCE TABLE

    | 2026 Proxy Statement | 59 |

  179. NOTES TO THE PAY VERSUS PERFORMANCE TABLE

    Tabular List of Financial Performance Measures Used to Link CAP for the Most Recently Completed Fiscal Year To Company Performance The following table lists the financial performance metrics that, in our assessment, represent the most important financial performance measures we use to link CAP for our Named Officers for 2025 to Company performance. Adjusted Earnings Per Share Free Cash Flow Productivity Organic Sales Growth (Company-Selected Measure) Relative Adjusted Net Income Growth Relative Organic Sales Growth Relative Total Shareholder Return 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 five 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 (74% of Mr. Wallace’s target direct compensation and 55% of the average target direct compensation of our other Named Officers for 2025, 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.

  180. NOTES TO THE PAY VERSUS PERFORMANCE TABLE

    | CAP vs. TSR, Prior Peer Group TSR and Peer Group TSR | CAP vs. Net Income | | CAP vs. Organic Sales Growth | |

  181. NOTES TO THE PAY VERSUS PERFORMANCE TABLE

    | 60 | |

  182. NOTES TO THE PAY VERSUS PERFORMANCE TABLE

    Stock Ownership Stock Ownership of Directors and Executive Officers Our directors and executive officers own significant amounts of Company stock. Under our stock ownership guidelines, non-employee directors are required to own stock equal in value to at least five times their annual share grant, and executive officers are required to own stock equal in value to between two and eight times their salary, depending on their position. Directors and executive officers have five years from the date of their initial election and hiring or promotion into an eligible position, respectively, to achieve required ownership levels. The following table shows the beneficial ownership of Common Stock of each director, each of the Named Officers and the directors and executive officers (including the Named Officers) as a group. “Beneficial ownership” as used here means more than “ownership” as that term is commonly used. For example, a person “beneficially” owns Common Stock not only if they hold it directly, but also if they have (or share) the power to vote or sell the stock indirectly (for example, through a relationship, a position as a director or trustee, or a contract or understanding). Beneficial ownership also includes shares a person has the right to acquire within 60 days, for example, through the exercise of a stock option.

  183. NOTES TO THE PAY VERSUS PERFORMANCE TABLE

    | | Common Stock | | | | | | Amount and Nature of Beneficial Ownership(1)(2) | | | | | Name of Beneficial Owner | Directly Owned | Exercisable Options(3) | Common Stock Units(4) | Held by Savings & Investment Plan Trustee(5) | | Noel Wallace(6) | 362,719 | 1,613,677 | — | 54,537 | | Stanley J. Sutula III | 59,708 | 127,384 | — | 329 | | Jennifer M. Daniels | 81,037 | 241,746 | — | 1,846 | | Shane Grant | — | — | — | — | | Panagiotis Tsourapas(7) | 74,901 | 191,746 | — | 4,591 | | John P. Bilbrey(8) | 5,902 | 17,713 | 36,215 | — | | Christopher S. Boerner(9) | — | — | — | — | | John T. Cahill(10) | 36,357 | 17,713 | 26,141 | — | | Steven A. Cahillane | 5,959 | 2,495 | 810 | — | | Lisa M. Edwards | 13,079 | 14,940 | 3,021 | — | | C. Martin Harris | 16,164 | 17,713 | 6,797 | — | | Martina Hund-Mejean | 2,771 | 9,388 | 11,359 | — | | Kimberly A. Nelson(11) | 3,214 | 8,786 | 8,934 | — | | Brian Newman(12) | 3,650 | 611 | 1,710 | — | | Lorrie M. Norrington | 889 | 17,713 | 38,976 | — | | All directors and executive officers as a group (18 persons) | 714,044 | 2,483,043 | 133,963 | 83,532 |

  184. Independent Board Chairman—Proposal 5

    Independent Board Chairman—Proposal 5

  185. Independent Board Chairman—Proposal 5

    | 2026 Proxy Statement | 69 |

  186. Independent Board Chairman—Proposal 5

    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 is a highly effective director who brings extensive global corporate leadership, technology, cybersecurity and governance 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 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 all of the Board’s committees - - 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 review and approval of operating and capital budgets and strategy, the integrity of our financial statements, oversight of the enterprise risk management process, cybersecurity and sustainability initiatives, CEO and senior management compensation, succession planning and talent development and selection of directors. The Board and Colgate-Palmolive 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.” 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 and a proxy access right that allows eligible stockholders to nominate directors for inclusion in our proxy statement if they satisfy the requirements specified in our bylaws. 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. The Board has made a number of enhancements over the years. For example, in response to stockholder feedback, in 2022 the Board adopted a policy that we will not execute any new severance agreement with an executive officer that provides for cash severance benefits exceeding 2.99 times the sum of the executive officer’s base salary plus target bonus opportunity without seeking stockholder ratification of the agreement. 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. These actions demonstrate the Board’s accountability and responsiveness to stockholders, and together with the requirement that all directors be elected annually by majority vote and the proxy access right, help 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 solid performance relative to our peers over the short, medium and long term. Based on these considerations, the Board believes that this is the best leadership structure for us at this time and that, operating under this structure, the Board will continue to effectively guide Colgate-Palmolive and represent the interests of our stakeholders. A requirement that the Chairman be an independent director, as the proposal requests, would reduce the Board’s ability to act in the best interests of the Company and to respond to the changing needs of the Board and the Company. Given its in-depth knowledge of Colgate-Palmolive’s business and experience, the Board is uniquely positioned to evaluate the optimal leadership structure for the Company at any particular time, and, based on the effective governance practices described above, stockholders can be confident the Board is composed of the right people to make that determination. The Board believes that retaining the flexibility to determine the best Board leadership structure based on the circumstances in effect from time to time best protects the interests of stockholders.

  187. Independent Board Chairman—Proposal 5

    | | | | | For these reasons, the Board of Directors recommends a vote AGAINST this proposal. |

  188. Independent Board Chairman—Proposal 5

    | 70 | |

  189. Independent Board Chairman—Proposal 5

    Other Matters As of the date of this Proxy Statement’s printing, we do not intend to submit any matters to the meeting other than those set forth herein, and we know of no additional matters that will be presented by others. However, if any other business should come before the meeting and you have voted by proxy, the directors named on the voting website and your proxy card as the Proxy Committee (the “Proxy Committee”) have discretionary authority to vote your shares with respect to such matters in accordance with their best judgment. By order of the Board of Directors.