DEF 14A of Clorox Co /De/, Oct 7, 2025

DEF 14A of Clorox Co /De/

Filed Oct 7, 2025 · FY20250001552781-25-000311

Open on EDGAR

  1. Executive Compensation

    Director Compensation Only our non-employee directors receive compensation for their service as directors in the form of: • cash compensation, and • an annual grant of deferred stock units (DSUs). As part of its oversight of non-employee director compensation, the MDCC reviews the form and amount of compensation of non-employee directors at least annually to validate that the Company’s non-employee directors are compensated appropriately relative to peer companies. During fiscal year 2025, the MDCC worked with FW Cook for data analysis, guidance and recommendations regarding compensation levels as compared to our compensation peer group as defined in the Compensation Discussion and Analysis section of this proxy statement, as well as trends and recent developments in the area of non-employee director compensation. Clorox generally aims to compensate non-employee directors at or near the median of the compensation peer group. The following table sets forth information regarding compensation for each of the Company’s non-employee directors during fiscal year 2025.

  2. Executive Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Amy L. Banse(3) | 40,516 | 41,250 | 81,766 | | Gina Boswell(4) | 12,404 | 0 | 12,404 | | Stephen B. Bratspies(4) | 64,484 | 82,500 | 146,984 | | Pierre R. Breber(4) | 67,300 | 82,500 | 149,800 | | Julia Denman | 105,000 | 165,000 | 270,000 | | Spencer C. Fleischer | 122,747 | 165,000 | 287,747 | | Esther Lee | 120,000 | 165,000 | 285,000 | | A. D. David Mackay | 105,000 | 165,000 | 270,000 | | Paul Parker(3) | 40,516 | 41,250 | 81,766 | | Stephanie Plaines | 105,000 | 165,000 | 270,000 | | Matthew J. Shattock | 205,000 | 165,000 | 370,000 | | Kathryn Tesija(3) | 40,516 | 41,250 | 81,766 | | Russell J. Weiner | 107,253 | 165,000 | 272,253 | | Christopher J. Williams | 127,184 | 165,000 | 292,184 |

  3. Executive Compensation

    | (1) The amounts reported in the “Fees Earned or Paid in Cash” column reflect the total annual cash retainer and other cash compensation earned by each director in fiscal year 2025 and include amounts deferred into cash or DSUs and/or amounts issued in common stock in lieu of cash, as elected by the director. The annual cash retainer is paid to each director in quarterly installments. |

  4. Equity Compensation

    Equity Compensation Each non-employee director receives a majority of their annual compensation in the form of DSUs. DSUs are shares of the Company’s common stock that the director receives only upon terminating their service with the Company. Each non-employee director receives an annual grant of DSUs. The aggregate value of the DSU award amount earned by a non-employee director serving for the full fiscal year 2025 was $165,000. Awards are made as of the last business day in the calendar year and represent payment for services provided during such calendar year. The Company believes that the use of DSUs provides a stronger alignment between directors and the Company’s shareholders compared to outright stock ownership since directors have no ability to sell the DSUs while they remain on the Board. Directors who serve as non-employee Board members for less than the full calendar year receive pro-rated awards based on the number of full fiscal quarters they served as a non-employee Board member during the calendar year. DSUs accrue dividend equivalents, and the balance of a director’s DSU account is paid out in common stock only following the director’s termination of service, as described in greater detail under Elective Deferral Program: Deferred Stock Units above.

  5. Equity Compensation

    | The Clorox Company 2025 Proxy Statement > Corporate Governance and Board Matters | 39 | |

  6. Fiscal Year 2026 Compensation Changes

    Fiscal Year 2026 Compensation Changes As discussed above, the MDCC reviews the form and amount of compensation of non-employee directors at least once a year to validate that the Company’s non-employee directors are being compensated appropriately relative to peer companies. The MDCC again reviewed non-employee director compensation in September 2025. As part of its review, the MDCC considered the data provided by FW Cook as well as its guidance and recommendations regarding compensation levels relative to our compensation peer group as well as trends and recent developments in the area of non-employee director compensation. After taking all of this information into account, the MDCC recommended, and the Board agreed, effective October 2025, to the following changes: (1) increases in the annual director cash retainer from $105,000 to $110,000 and annual DSU grant from $165,000 to $170,000; (2) an increase in the annual NGCRC chair retainer from $15,000 to $20,000; and (3) an increase in the annual MDCC chair retainer from $20,000 to $25,000. No other changes were made to the director compensation program.

  7. Executive Compensation Philosophy

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

  8. Use of Market Data

    Use of Market Data The MDCC uses a peer group of consumer products companies (the compensation peer group) to help determine competitive compensation rates for our executive officers, including the NEOs. The compensation peer group was selected by the MDCC, with input from FW Cook, and is used to evaluate levels of executive compensation and compensation practices within the consumer products industry. At the time of our compensation peer group review in May 2025, Clorox was at the 48th percentile for market capitalization and 23rd percentile for revenue compared with the compensation peer group in effect for compensation analyses occurring in fiscal year 2025. The MDCC intends to review the compensation peer group again next year, taking into consideration changes in our position versus the overall group based on market capitalization, revenue, and other factors.

  9. Use of Market Data

    | The Clorox Company 2025 Proxy Statement > Compensation Discussion and Analysis | 50 | |

  10. Use of Market Data

    Management engaged Aon to obtain and aggregate compensation data for the compensation peer group and this data was used to advise the MDCC on setting target compensation for our NEOs for fiscal year 2025. FW Cook reviewed this information and performed an independent compensation analysis of the compensation peer group data to advise the MDCC. Although each individual component of executive compensation is reviewed, our overall goal is to target total direct compensation competitively relative to the median of the compensation peer group. Other factors, such as an executive’s level of experience or scope of role, may result in target total direct compensation for individual NEOs being set higher or lower within a competitive range.

  11. Executive Compensation Governance

    Executive Stock Ownership Guidelines. To align the interests of our executive officers and our shareholders, all executive officers are expected to build and maintain a significant level of direct stock ownership. Ownership levels may be achieved in a variety of ways, such as by retaining stock received upon the exercise of stock options or the vesting of stock awards or by purchasing stock on the open market. At minimum, executive officers are expected to establish and maintain direct ownership of common stock having a value equal to a multiple of each executive officer’s annual base salary: six times base salary for the CEO, three times base salary for NEOs and non-NEO members of the Clorox Executive Committee, and two times base salary for other executives. The following table reflects the guidelines and our active NEOs’ ownership status, as of September 10, 2025:

  12. Executive Compensation Governance

    Ownership levels are based on shares of common stock owned by the NEO or held pursuant to Clorox plans, including vested performance share units (PSUs) deferred for distribution. Unexercised stock options and units not yet vested due to time or performance restrictions are excluded from the ownership calculations. Retention Requirements. Executive officers are required to retain a certain percentage of shares obtained upon either the exercise of stock options or the release of restrictions on PSUs and restricted stock units (RSUs). All executive officers are expected to retain 75% of net shares acquired after tax withholding until the minimum ownership level is met. After attaining the minimum ownership level, our CEO must retain 50% of net shares acquired after tax withholding until retirement or termination, and other executive officers must retain 25% of net shares acquired after tax withholding for one year after receipt. Securities Trading Policy and Prohibition on Hedging and Pledging. Our Insider Trading Policy does not permit any director, officer, employee, or consultant of Clorox to (1) trade in the stock or other securities of any company when aware of material nonpublic information about such company (including Clorox) gained through their work at Clorox, or (2) engage in tipping or short-term, speculative, or derivative transactions involving Clorox stock. This policy includes prohibitions on options trading and hedging and cautions against pledging Clorox stock as collateral. Directors and officers are prohibited from holding in a margin account and from pledging Clorox stock. The Insider Trading Policy’s prohibition on engaging in hedging transactions in Clorox securities covers the purchase of a financial transaction instrument, or otherwise engaging in a transaction that hedges or offsets or is designed to hedge or offset, any decrease in the market value of Clorox’s securities that were granted as part of the individual’s compensation or that the individual holds directly or indirectly. The following transactions are expressly prohibited by this policy: • Short sales. • Transactions involving publicly traded options or other derivatives whose value is tied to Clorox securities, including trading in or writing puts or calls on Clorox securities. • Pre-paid forward contracts. • Collars. Trading Clorox securities by directors, executive officers, certain other designated employees, and contractors who are deemed to be insiders is permitted only during announced trading periods or in accordance with a previously established trading plan meeting SEC requirements and approved by the chief legal officer. At all times, including during announced trading periods, directors, executive officers, and Grade 32 and above vice presidents are required to obtain preclearance from our chief legal officer prior to executing any transactions in Clorox securities, unless those sales occur in accordance with a previously established trading plan as described above.

  13. Executive Compensation Governance

    Clawback Provisions. Effective October 2, 2023, the MDCC approved an amendment to our February 2021 Clawback Policy related to incentive compensation granted, promised, or paid to certain current and former executive officers (and others as the MDCC may determine) on or after the effective date. The amended and restated Clawback Policy complies with the listing standards adopted by the NYSE implementing the SEC’s Exchange Act Rule 10-D-1 and is comprised of two parts, a Restatement Policy, which was modified by the amendment to the Clawback Policy, and a Detrimental Conduct Policy, which was not modified by the amendment to the Clawback Policy. • Under the Restatement Policy, in the event of a restatement of Clorox financial statements, Clorox will recoup on a “no-fault” basis incentive compensation paid to current and former Section 16 officers during the three-year period preceding the announcement of the restatement, if such compensation would not have been paid based on the restated results, regardless of whether the restatement corrects a material error. • Under the Detrimental Conduct Policy, in the event a covered individual as defined in the Detrimental Conduct Policy engages in conduct materially detrimental to Clorox (including, but not limited to, the name, business interests, or corporate, brand, business, or other reputation of Clorox), Clorox may recoup incentive compensation paid to such individual at any time up to three years after the end of the fiscal year in which it vested or was paid. Compensation subject to this policy includes all bonuses, cash-based awards, stock-based awards (both time-vested and performance-contingent), or other incentive compensation. In addition, certain of our existing compensation plans and agreements, including the Annual Incentive Plan (AIP) and our LTI program award agreements, contain a provision providing for clawback of incentive compensation following a restatement of Clorox financial statements if the covered individual’s fraud or intentional misconduct was a significant contributing factor to the restatement. Tax Deductibility Limits on Executive Compensation. The Internal Revenue Code (IRC) limits the federal income tax deductibility of compensation paid to our covered employees to $1 million per year. In setting executive compensation, the MDCC does not take this limit on deductibility into account. Equity Grant Policy. It is the MDCC’s practice to approve ordinary course annual stock awards for the current fiscal year at its regularly scheduled meeting held in September of each year. At this meeting, the MDCC approves each NEO’s annual stock award, including any portion that may be granted as stock options. The MDCC believes maintaining a consistent grant practice, based on a date that is usually set three years in advance, is in the best interests of Clorox, as it solidifies the relationship between pay and performance, while reducing the risk that timing of awards may benefit our NEOs. We do not schedule our stock grants in anticipation of the release of material, non-public information (MNPI), nor do we time the release of MNPI based on grant dates of stock. The MDCC also does not take MNPI into account when determining the timing and terms of granting annual stock awards. In the event MNPI becomes known to the MDCC prior to granting a stock award, the MDCC will take the existence of such information into consideration and use its business judgment to determine whether to delay the grant of stock to avoid any appearance of impropriety. During the last completed fiscal year, we did not grant stock options to any of our NEOs.

  14. Executive Compensation Framework

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

  15. Executive Compensation Framework

    | (1) Proportion represents the actual base salary, target annual incentive award, and grant date fair market value of LTI awards granted in FY25 (with PSUs measured at target). Percentages may not total 100% due to rounding. Refer to the Summary Compensation Table on pg 59 for further details on actual compensation. |

  16. Annual Incentives

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

  17. Annual Incentives

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

  18. Annual Incentives

    | (2) Clorox’s performance measured against pre-established corporate financial goals (Company Multiplier). The Company Multiplier can range from 0% to 200% based on a quantitative assessment of Clorox performance versus goals established by the MDCC at the beginning of the year. The MDCC retains discretion to adjust the Company Multiplier to ensure alignment between pay and performance and reflect shareholder interests. |

  19. Annual Incentives

    Clorox has historically employed an individual multiplier for each NEO as part of the determination of the AIP award. For fiscal year 2025 and future years, the MDCC has determined an individual multiplier will not be applied when calculating the amount of our NEOs’ AIP awards. Rather, given the enterprise role each NEO plays (and their resulting collective ownership of Clorox outcomes), the MDCC believes these awards should be calculated solely by reference to the Company Multiplier, which places more focus on key operational goals and the accountability of our NEOs for Clorox’s enterprise-level performance, while better aligning the interests of our NEOs with Clorox shareholders. Target Award. Each year, the MDCC sets an annual incentive target for each NEO as a percentage of their base salary, based on an assessment of short-term incentive (STI) targets in the compensation peer group and other factors such as individual capabilities and experience. The annual incentive target is typically set near the median of STI targets for comparable positions in the compensation peer group. Company Multiplier. At the beginning of each fiscal year, the MDCC sets financial goals for the AIP based on targets approved by the Board. At the end of the year, the MDCC reviews Clorox’s results against the goals set at the beginning of the year and approves the final Company Multiplier.

  20. Annual Incentives

    | The Clorox Company 2025 Proxy Statement > Compensation Discussion and Analysis | 55 | |

  21. Annual Incentives

    For fiscal year 2025, the MDCC established goals for net customer sales, net earnings attributable to Clorox, and gross margin to drive sustainable, profitable growth and short- and long-term total shareholder return. This combination of metrics balances a focus on both top-line and bottom-line performance. Consistent with our longstanding practice, fiscal year 2025 targets for our AIP metrics were set equal to our Board-approved fiscal year 2025 budget. Setting targets equal to budget aligns the AIP with the Board’s approval of appropriate expected outcomes for the year and Clorox’s financial outlook as communicated to investors at the beginning of each fiscal year. The process described above resulted in targets moderately to significantly above prior year actuals. The target for Net Customer Sales represented a 4% increase in sales for the portion of the business excluding divestitures; it was flat to prior year actuals before consideration of the divestiture of our Argentina and Better Health VMS businesses. The target for Net Earnings was 127% above prior year actuals, reflecting the anniversary of significant one-time charges in fiscal year 2024, such as the Argentina divestiture and termination of our pension plan. The target for Gross Margin was an increase of 103 basis points versus fiscal year 2024 actuals, reflecting our strong margin transformation efforts. Financial goals for the AIP, the potential range of payouts for achieving those goals, and the results as determined by the MDCC were as follows:

  22. Annual Incentive Financial Goals (in millions)

    Annual Incentive Financial Goals (in millions)

  23. Annual Incentive Financial Goals (in millions)

    | FY 2025 Goal | Weight | Threshold (0%) | Target (100%) | Maximum (200%) | Actual(1) | Result(1) | | Net Customer Sales | 50% | $6,721 | $7,075 | $7,252 | $6,870 | 47% | | Net Earnings Attributable to Clorox | 30% | $571 | $635 | $711 | $650 | 103% | | Gross Margin | 20% | 42.0% | 44.0% | 46.0% | 44.7% | 126% | | Company Multiplier | | | | | | 80% |

  24. Annual Incentive Financial Goals (in millions)

    | (1) Actual and Result exclude the FY25 net impact of the following items on net customer sales, net earnings attributable to Clorox, and gross margin: the ERP transition, FY25 insurance recoveries related to the FY24 cyberattack, divestiture of our Better Health VMS business unit, and variance from budgeted expense associated with our digital transformation, foreign exchange, and accounting for equity-based compensation. |

  25. Annual Incentive Financial Goals (in millions)

    AIP payouts. The final AIP payout is calculated based on the annual incentive target for each NEO and the Company Multiplier.

  26. Annual Incentive Financial Goals (in millions)

    | Name | Base Salary | Annual Incentive Target (% of Salary) | Company Multiplier | FY25 Annual Incentive Plan Payout | | Linda Rendle | $1,325,000 | 160% | 80% | 1,696,000 | | Luc Bellet(1) | $725,000 | 100% | 80% | 362,301 | | Eric Reynolds | $815,000 | 105% | 80% | 684,600 | | Nina Barton(2) | $700,000 | 90% | 80% | 475,003 | | Chris Hyder | $675,000 | 90% | 80% | 486,000 | | Kevin Jacobsen(3) | $815,000 | 100% | 80% | 513,383 |

  27. Annual Incentive Financial Goals (in millions)

    (1) Mr. Bellet’s award was prorated, reflecting his promotion from VP, Treasurer to EVP and Chief Financial Officer effective April 1, 2025. (2) Ms. Barton’s award was prorated, reflecting her hire effective July 22, 2024. (3) Mr. Jacobsen’s award was prorated, reflecting two months of part-time service during FY25 and his retirement effective June 2, 2025.

  28. Annual Incentive Financial Goals (in millions)

    | The Clorox Company 2025 Proxy Statement > Compensation Discussion and Analysis | 56 | |

  29. Long-Term Incentives

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

  30. Long-Term Incentives

    | Name | Target Value(1) | | Linda Rendle | 9,755,000 | | Luc Bellet(2) | 1,600,000 | | Eric Reynolds | 3,000,000 | | Nina Barton(3) | 8,000,000 | | Chris Hyder(4) | 3,000,000 | | Kevin Jacobsen | 2,800,000 |

  31. Long-Term Incentives

    (1) Represents the total LTI economic value granted during the fiscal year, including annual and one-time awards. (2) Mr. Bellet received a one-time award of $1 million in FY25, in connection with his promotion to EVP and Chief Financial Officer. The award consisted of 60% PSUs and 40% RSUs. (3) Ms. Barton received a one-time stock award of $6 million in FY25, reflecting primarily a buyout of existing equity she forfeited upon termination of her prior employment plus an inducement to join Clorox. The award consisted of 60% PSUs and 40% RSUs. (4) Mr. Hyder received a one-time stock award of $1 million in FY25, to better position his total compensation relative to internal and external benchmarks. The award consisted of 60% PSUs and 40% RSUs. NEOs’ fiscal year 2025 LTI annual awards consisted of 60% PSUs and 40% RSUs. This mix provides strong shareholder alignment, balances reinforcement of long-term company performance with retention value, and exceeds benchmark weighting of performance-based stock award vehicles. Like annual incentive awards, actual LTI award payouts vary from the target based on how Clorox performs against pre-established performance targets (for PSUs), and based on changes in the market price of our common stock. From time to time, we grant additional time-based RSUs for special purposes for both executive and non-executive officers, such as in connection with a promotion, as a replacement for compensation forfeited at a prior employer by an externally recruited candidate, or as a retention vehicle. Performance share units. PSUs align the interests of our NEOs with the interests of our shareholders because the number of shares earned and the shares’ potential value are tied to the achievement of performance targets and changes in Clorox stock price, respectively. PSUs pay out after a three-year performance period only if Clorox meets pre-established financial performance goals. Distribution of vested PSUs may be deferred at the executive’s request, provided the deferral is elected at least one year before the vesting date. The performance metric for PSU awards is EP growth. This metric directly supports our corporate strategy and long-term financial goals and correlates to stock price performance over the long term. For purposes of the PSU performance metric, EP is defined as earnings before interest and taxes, adjusted for non-cash restructuring charges, times one minus the tax rate, less capital charge. This definition helps ensure our performance measurement reflects factors within management’s control and is not distorted by non-operating issues. It differs from, and therefore may not reconcile with, the external calculation of EP used in our press releases and SEC filings. For PSUs granted in September 2022 (the 2022 PSUs), the performance metric was EP during the performance period of July 2022 through June 2025 (fiscal years 2023 to 2025). EP performance was measured relative to an EP dollar-value target for the first year of the performance period, tied to the fiscal year 2023 Board-approved budget, and an EP growth rate target of 6% for the second and third years.

  32. Long-Term Incentives

    | The Clorox Company 2025 Proxy Statement > Compensation Discussion and Analysis | 57 | |

  33. Long-Term Incentives

    In July 2025, the MDCC certified a final payout for the 2022 PSUs at 133% of target. Strong earnings growth during the performance period was the main driver of the EP results underlying this payout, due to steady gross margin improvements from pricing and cost-saving efforts, partially offset by inflation and reinvestments in the business.

  34. Long-Term Incentives

    | | | Annual EP Growth | | | | | | Threshold | Target | Maximum | Adjusted(1) Actual EP/ | | | Performance share units | (0%) | (100%) | (200%) | EP Growth | Payout | | FY23 Economic Profit Absolute Value ($M) | $241 | $284 | $305 | $419 | 200% | | FY24 Economic Profit Growth Rate | -9% | +6% | +13.5% | 59% | 200% | | FY25 Economic Profit Growth Rate | -9% | +6% | +13.5% | -10% | 0% | | Three-Year Economic Profit Growth | | | | | 133% |

  35. Long-Term Incentives

    (1) In accordance with predetermined criteria established by the MDCC at the time initial awards were approved, annual growth rates were adjusted for the impacts of the following Events (as defined in the 2022 PSU award agreements): our digital transformation, our streamlined operating model, termination of our pension plan, non-cash impairment charges in the Better Health VMS business, primary impacts of the FY24 cyberattack, divestiture of our Argentina and Better Health VMS businesses, and our ERP transition. The performance metric for PSUs granted in September 2024 (the 2024 PSUs), is EP during the performance period of July 2024 through June 2027 (fiscal years 2025 to 2027). The EP target for the first year of the performance period was set as a base dollar value, with an EP growth rate target set for the second and third years. Performance against target (whether dollar value or growth rate) will be measured for each year, generating three annual funding percentages. The three annual funding percentages will be averaged to determine the final payout percentage for the 2024 PSUs. The final overall payout percentage for the 2024 PSUs ranges from 0%, if the threshold EP value or growth target is not achieved, to a maximum of 200% of the target number of shares. Restricted stock units. RSUs align the interests of our NEOs with those of our shareholders because the value of RSUs increases or decreases as the price of Clorox stock changes. RSUs from annual awards vest in one-quarter increments over a four-year period, beginning one year from the date of grant. RSUs from off-cycle awards typically vest in one-third increments over a three-year period, beginning one year from the date of grant.

  36. Retirement Plans

    Retirement Plans Our NEOs participate in the same tax-qualified retirement benefit programs available to all other U.S.-based employees, plus an executive-only plan. Our retirement plans are designed to provide replacement income upon retirement and to be competitive with programs offered by our peers. Because the IRC limits the benefit value that may be contributed to and paid from a tax-qualified retirement plan, Clorox also provides our executive officers, including our NEOs, with additional retirement benefits intended to restore amounts that would otherwise be payable under our tax-qualified retirement plans if the IRC did not have limits on includable compensation and maximum benefits. We call these plans “restoration plans” because they restore total executive retirement benefits to the same percentage level provided to our salaried employees who are not limited by IRC restrictions. Below are brief descriptions of each of our retirement programs. Each of our NEOs participates in these retirement programs, except The Clorox Company Pension Plan. The Clorox Company Pension Plan. The Clorox Company Pension Plan (the Pension Plan) is a cash balance pension plan, frozen effective June 30, 2011. This freeze did not affect benefits previously accrued under the Pension Plan, which remain fully funded. In fiscal year 2023, we began to transition administration of the Pension Plan to an insurance company specializing in pension fund management. All benefits earned under the Pension Plan were protected during this change, meaning it did not impact the value of individual plan participants’ benefits. Such transitions are regulated by the Internal Revenue Service (IRS) through a standard pension plan termination process and ours was completed during the first half of fiscal year 2025. As part of the transition, pension plan participants were offered an opportunity to cash out their plan balances as a one-time lump sum during fiscal year 2024. All NEOs with a pension plan balance elected the cash out option. The Clorox Company 401(k) Plan. After the Pension Plan was frozen in June 2011, The Clorox Company 401(k) Plan (the 401(k) Plan) became the primary retirement plan for Clorox. Clorox makes an annual fixed contribution of 6% of eligible pay and a matching contribution of up to 4% of eligible pay to eligible employees. Nonqualified Deferred Compensation Plan. Under the Nonqualified Deferred Compensation Plan (the NQDC), eligible employees may voluntarily defer receipt of up to 50% of base salary and up to 100% of annual incentive awards. Deferred amounts can be invested in an array of options generally mirroring the funds available in the 401(k) Plan. The NQDC permits Clorox to contribute amounts exceeding IRC compensation limits in the tax-qualified plan through a 401(k)-restoration provision. Executive Retirement Plan. Only certain senior-level executives participate in the Executive Retirement Plan. Under the Executive Retirement Plan, Clorox makes an annual contribution of 5% of an eligible participant’s base salary and annual incentive award into the plan. Further details about the provisions of the Pension Plan, NQDC, and Executive Retirement Plan are provided in the Overview of Pension Benefits and the Overview of Nonqualified Deferred Compensation Plans sections below.

  37. Post-Termination Compensation

    Post-Termination Compensation Clorox has a severance plan (the Severance Plan) providing our NEOs with post-termination payments if the NEOs’ employment is terminated by Clorox other than for cause. These payments are intended to provide a measure of financial security following the loss of employment, which is important to attract and retain executives. The severance benefits are designed to be competitive with the compensation peer group and external market practices. Clorox also has an Executive Change in Control Severance Plan (the CIC Plan), which provides severance benefits to certain eligible executives of Clorox, including all NEOs, if their employment with Clorox is involuntarily terminated in connection with a change in control of Clorox. In addition to helping mitigate the financial impact associated with termination after a change in control, these benefits further align the interests of our executive officers with the interests of our shareholders by providing incentives for retention, for business continuity purposes. Under the CIC Plan, NEOs are eligible for change in control severance benefits if their employment is terminated in connection with a change in control, either by Clorox without cause or by the NEO for good reason. See the Potential Payments Upon Termination or Change in Control section for additional information. Benefits under the Severance Plan and CIC Plan are not applicable for voluntary terminations such as resignation or retirement, or termination for cause. Mr. Jacobsen, who voluntarily retired in fiscal year 2025, received no severance benefits. See the Potential Payments Upon Termination or Change in Control section for additional information.

  38. Perquisites

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3)(4) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Linda Rendle Chair and Chief Executive Officer (CEO) | 2025 | 1,307,692 | — | 9,754,753 | — | 1,696,000 | — | 574,587 | 13,333,032 | | | 2024 | 1,221,321 | — | 8,749,935 | — | 2,000,000 | 668 | 713,384 | 12,685,308 | | | 2023 | 1,168,269 | — | 5,599,719 | 1,399,981 | 3,121,313 | 1,293 | 359,076 | 11,649,650 | | Luc Bellet EVP and Chief Financial Officer (CFO) | 2025 | 514,776 | — | 1,599,673 | — | 362,301 | — | 145,546 | 2,622,295 | | Eric Reynolds EVP and Chief Operating & Strategy Officer | 2025 | 806,923 | — | 2,999,828 | — | 684,600 | 418 | 271,097 | 4,762,866 | | | 2024 | 793,538 | — | 2,799,821 | — | 819,000 | 1,758 | 351,627 | 4,765,745 | | | 2023 | 768,462 | — | 1,999,819 | 499,974 | 1,390,830 | 2,869 | 192,340 | 4,854,294 | | Nina Barton EVP and Group President–Care & Connection | 2025 | 646,154 | 840,728 | 7,998,301 | — | 475,003 | — | 110,676 | 10,070,862 | | Chris Hyder EVP and Group President–Health & Hygiene | 2025 | 669,231 | — | 2,999,203 | — | 486,000 | — | 211,934 | 4,366,368 | | Kevin Jacobsen Former EVP and Chief Financial Officer | 2025 | 650,192 | — | 2,799,730 | — | 513,383 | 6,097 | 276,939 | 4,246,342 | | | 2024 | 788,504 | — | 2,399,924 | — | 780,000 | 8,430 | 342,787 | 4,319,645 | | | 2023 | 768,462 | — | 1,759,750 | 439,988 | 1,258,370 | 6,051 | 196,330 | 4,428,950 |

  39. Overview of Nonqualified Deferred Compensation Plans

    Overview of Nonqualified Deferred Compensation Plans

  40. Nonqualified Deferred Compensation Plan

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

  41. Potential Payments Upon Termination

    Potential Payments Upon Termination

  42. Severance Plan

    Severance Plan Under the terms of the Severance Plan, our NEOs are eligible to receive benefits if their employment is terminated by Clorox without cause, other than in connection with a change in control. No benefits are payable under the terms of the Severance Plan if Clorox terminates the employment of the NEO for cause or if the NEO voluntarily resigns or retires. Regardless of the nature of any NEO’s termination, NEOs retain amounts earned over the course of their employment prior to the termination event, such as balances under the NQDC, vested and accrued retirement benefits, and previously vested stock options, except as outlined below under Termination for Misconduct. For further information about amounts previously earned, see the Summary Compensation Table and Outstanding Equity Awards at Fiscal Year-End, Option Exercises and Stock Vested, Pension Benefits, and Nonqualified Deferred Compensation tables. Under the Severance Plan, each NEO agrees to return and not to use or disclose proprietary information of Clorox and, for two years following any such termination, the NEO is prohibited from soliciting for employment any employee of Clorox. Additionally, severance-related benefits are provided only if the NEO executes a general release prepared by Clorox. Termination benefits under the Severance Plan for our NEOs are as follows: Involuntary Termination Without Cause. If Clorox terminates the employment of a NEO other than the CEO without cause, the Severance Plan entitles the NEO to receive a lump-sum severance payment after termination equal to two times the NEO’s then-current base salary. In the case of the CEO, the severance amount is equal to the sum of (i) two times the CEO’s base salary and (ii) two times 75% of the CEO’s target annual STI award for that fiscal year. Under the Severance Plan, NEOs other than the CEO are also entitled to an amount equal to 75% of their AIP awards for the fiscal year in which they are terminated, prorated to the date of termination. The CEO is entitled to an amount equal to 100% of her AIP award for the fiscal year in which she was terminated, prorated to her date of termination. In each case, the AIP award calculation uses the actual Company Multiplier for the fiscal year in which the executive is terminated and is paid after the end of the fiscal year at the same time AIP awards are paid to active employees. NEOs who meet the definition of retirement eligibility under the terms of the AIP are eligible for either the standard treatment under the Severance Plan (75% for NEOs or 100% for the CEO) or retirement treatment (payment of all or part of the award at the MDCC’s discretion) for purposes of the AIP award payout. The MDCC decides which treatment to apply; in either case, the AIP award payout remains prorated to the date of termination. The Severance Plan provides NEOs with a lump-sum cash payment in lieu of continued participation in our medical, vision, and dental insurance programs for active employees. The cash payment represents the value of the monthly employer contribution toward those benefits in which the NEO was enrolled at termination, times 24 months. Under Clorox’s policy applicable to all employees, a NEO who on the date of termination meets the definition of retirement eligibility under any compensation or benefit plan with retirement-related benefits is eligible to receive such benefits, as described in the Termination Due to Retirement section below. Termination Due to Retirement. Under Clorox’s policies applicable to all employees, upon retirement, NEOs are eligible for benefits under the AIP, LTI program, Executive Retirement Plan, 401(k) Plan, and other applicable Clorox benefit plans, including our retiree health plan as it may exist in the future, if otherwise eligible based on the provisions of the respective plans. A NEO who is at least age 55 with 10 years of service, has 20 years of service regardless of age, or is at least age 65 regardless of service on the date of termination is eligible to receive a pro rata portion of the AIP award for the fiscal year in which retirement occurs. A NEO who is at least age 55 with 10 years of service or who has 20 years of service regardless of age on the date of termination is eligible to receive retirement-related treatment of unvested LTI awards: • RSUs and stock options held for at least six months will continue to vest in accordance with the original vesting schedule. Vested stock options will remain exercisable for five years following the NEO’s retirement or until the expiration date, whichever is earlier. • PSUs granted before fiscal year 2024 will be paid out on a pro rata basis at the end of the relevant performance period based on the actual level of performance achieved during that period. • Under a retirement provision applicable to executives only, PSUs granted starting in fiscal year 2024 and held for at least six months will continue to vest in accordance with the original vesting schedule and will be paid out at the end of the relevant performance period based on the actual level of performance achieved during that period. Termination Due to Disability or Death. If a NEO begins to receive benefits under our long-term disability plan, Clorox may terminate the NEO’s employment at any time. If terminated due to disability, under Clorox’s policy applicable to all employees, the NEO will receive a pro rata portion of the AIP award and a pro rata portion of the 6% annual contribution to the 401(k) Plan for the fiscal year of termination. Stock options and RSUs will vest in full, and all vested options will remain exercisable for one year following the NEO’s termination or until the expiration date, whichever is earlier. All PSUs will be paid out at the end of the relevant performance period based on the actual level of performance achieved during that period.

  43. Severance Plan

    | The Clorox Company 2025 Proxy Statement > Executive Compensation Tables | 73 | |

  44. Severance Plan

    Under Clorox’s policy applicable to all employees, if a NEO’s employment is terminated due to death, the NEO’s beneficiary or estate is entitled to (i) a pro rata portion of the NEO’s actual AIP award for the fiscal year of death, (ii) a pro rata portion of the NEO’s 6% annual contribution to the 401(k) Plan for the fiscal year of death, and (iii) benefits pursuant to our life insurance plan. Stock options and RSUs will vest in full, and all vested options will remain exercisable for one year following the NEO’s death or until the expiration date, whichever is earlier. All PSUs will be paid out at the end of the relevant performance period based on the actual level of performance achieved during that period. Termination for Misconduct. Clorox may terminate a NEO’s employment for misconduct at any time without notice. “Misconduct” under the Severance Plan means any act or omission of the NEO through which the NEO: (i) willfully neglects significant duties he or she is required to perform or willfully violates a material Clorox policy, and, after being warned in writing, continues to neglect such duties or continues to violate the specified Clorox policy; (ii) commits a material act of dishonesty, fraud, misrepresentation or other act of moral turpitude; (iii) acts (or omits to act) with gross negligence in the course of employment; (iv) fails to obey a lawful direction of the Board or, for NEOs other than the CEO, a corporate officer to whom he or she reports, directly or indirectly; or (v) acts in any other manner inconsistent with Clorox’s best interests and values. Upon termination for misconduct, a NEO is not entitled to any AIP award for the fiscal year in which the termination for misconduct occurs. All unvested and outstanding stock options, RSUs, and PSUs are forfeited upon termination for misconduct. In addition, any retirement-related benefits a NEO would normally receive related to LTI awards are forfeited upon termination for misconduct. Voluntary Termination. A NEO may resign from employment at any time. Upon a NEO’s voluntary resignation, other than when such NEO is eligible for retirement as described above, the NEO is not entitled to any AIP award for the fiscal year of termination. All unvested stock options, RSUs, and PSUs are forfeited upon voluntary termination. Previously vested stock options remain exercisable for 90 days after resignation or until the expiration date, whichever is earlier.

  45. Potential Payments Upon Change in Control

    Potential Payments Upon Change in Control

  46. Executive Change in Control Severance Plan

    | • | Our PEO to median compensated employee pay ratio is 167:1. |

  47. Executive Change in Control Severance Plan

    | Fiscal Year(1,2) | Summary Compensation Table Total for PEO (Rendle) | Compensation Actually Paid(3) to PEO (Rendle) | Summary Compensation Table Total for PEO (Dorer) | Compensation Actually Paid(3) to PEO (Dorer) | Average Summary Compensation Table Total for Non-PEO NEOs | Average Compensation Actually Paid(3) to Non-PEO NEOs | Value of Initial Fixed $100 Investment Based on: | | Net Income ($M) | Economic Profit(6) ($M) | | | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | | | | 2025 | 13,333,032 | 10,448,800 | — | — | 5,213,747 | 4,256,244 | 63.41 | 137.19 | 824 | 756 | | 2024 | 12,685,308 | 6,227,375 | — | — | 4,019,223 | 2,218,829 | 69.76 | 140.30 | 292 | 573 | | 2023 | 11,649,650 | 19,409,637 | — | — | 4,049,242 | 5,532,135 | 78.61 | 125.81 | 161 | 397 | | 2022 | 8,534,808 | 7,087,568 | — | — | 3,199,457 | 2,503,719 | 67.49 | 118.44 | 471 | 282 | | 2021 | 7,899,309 | 4,551,818 | 3,366,210 | -1,467,203 | 3,354,685 | 1,964,538 | 83.75 | 112.34 | 719 | 672 |

  48. Executive Change in Control Severance Plan

    | (1) CAP definition of pension benefits is equal to service cost during the fiscal year. During FY25, service cost was zero. |