DEF 14A of Clorox Co /De/, Oct 7, 2026

DEF 14A of Clorox Co /De/

Filed Oct 7, 2026 · FY20260001552781-26-000516

Open on EDGAR

  1. PURPOSE & STRATEGY

    PURPOSE & STRATEGY

  2. PURPOSE & STRATEGY

    | | PURPOSE | | VISION | | OBJECTIVE | | | We champion people to be well and thrive every single day. | | Exceptional innovators who earn people’s enduring loyalty. | | Deliver purpose-driven growth. |

  3. PURPOSE & STRATEGY

    | IGNITE | Integrated Strategic Choices | | | | FUEL GROWTH Widen the funnel on how we deliver cost savings, leveraging technology and sustainability to generate fuel for growth. INNOVATE EXPERIENCES Turn data into insights to build purpose-driven, personalized brands and deliver bigger, stickier innovation platforms while enhancing consumer shopping experiences—allowing us to better serve people. | REIMAGINE WORK Galvanize our people with a bolder, more inclusive workplace in which we simplify our operations and use technology to be more consumer-obsessed, faster and leaner than ever before. EVOLVE THE PORTFOLIO Broaden our playing field in and around our core business, emphasizing consumer megatrends, including sustainability, and continue to lean into enhanced wellness. |

  4. PURPOSE & STRATEGY

    | The Clorox Company 2026 Proxy Statement > Our Company | 14 | |

  5. PURPOSE & STRATEGY

    IGNITE Strategy and Integrated Sustainability Approach

  6. PURPOSE & STRATEGY

    | Clorox’s IGNITE strategy is our long-term strategic plan to drive purpose-driven growth that maximizes economic profit and at the same time also creates positive value for our brands, people, communities, shareholders and other stakeholders. The strategy includes financial goals, as well as integrated sustainability goals and priorities, supported by strong governance. In fiscal year 2026, Clorox completed a targeted sustainability materiality reassessment to ensure our sustainability priorities evolve in line with those of our business and stakeholders and to direct resources to the areas where we can be most impactful. This work builds on the Company’s comprehensive 2024 assessment, which considered inputs such as corporate strategic choices, risks and opportunities, emerging and existing regulations, sustainability reporting frameworks, media and issue trends, and perspectives from investors, customers, suppliers and non-governmental organizations. The purpose of this work is to ensure resources are directed toward initiatives that advance our key business objectives, while building business resilience and long-term value creation for the Company. We encourage you to read more about our sustainability priorities and highlights in our fiscal year 2026 integrated annual report. The integrated annual report, which has been developed in alignment with voluntary third-party frameworks—specifically, the Sustainability Accounting Standards Board (SASB) standards and the Task Force on Climate-related Financial Disclosures (TCFD), can be accessed on our Sustainability Data Hub at https://www.thecloroxcompany.com/responsibility/ sustainability-data-hub. Any references in this proxy statement to our website or our Sustainability Data Hub, and any materials accessible through either site are not incorporated by reference. |

  7. PURPOSE & STRATEGY

    | Clorox began publishing an integrated annual report in 2011 and was the first U.S. consumer packaged goods company to highlight both financial and sustainability performance in an integrated report. Over the years, we have continued to evolve our reporting to meet the needs of investors, consumers, and other stakeholders. Our commitment to strong governance over sustainability matters remains steadfast. In fiscal year 2026, we continued to evolve our sustainability governance model to further integrate our businesses and key enabling functions into the governance process. Our Sustainability Executive Committee oversees sustainability progress and provides strategic oversight and direction to our corporate sustainability team and the cross-functional Sustainability Integration Committee, which evolved from our former Sustainability Steering Team to support the integration of sustainability priorities across our businesses. This integrated approach enables our business units to share responsibility for executing sustainability priorities and advancing our goals. See the Sustainability Governance section on pg 33 for more information regarding our current governance structure. |

  8. PURPOSE & STRATEGY

    | The Clorox Company 2026 Proxy Statement > Board of Directors | 15 | |

  9. PURPOSE & STRATEGY

    Board of Directors Proposal 1: Election of Directors

  10. PURPOSE & STRATEGY

    | The Board, upon the recommendation of the NGCRC, has nominated the 10 people listed below for election at the Annual Meeting to serve until the 2027 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. All of the director nominees currently serve on the Board. A.D. David Mackay, a current director, will not be standing for re-election upon the expiration of his current term at the Annual Meeting, and, based on the recommendation of the NGCRC, the Board has determined to reduce its size from 11 to 10 directors effective as of the Annual Meeting date. As part of our ongoing, proactive efforts to implement effective corporate governance practices, the NGCRC examines the overall composition of the Board on an annual basis (or more frequently, if needed) to assess the skills and characteristics (including perspectives, experiences, backgrounds and knowledge) that are currently represented on the Board, as | well as voting results in recent director elections, legislative and regulatory developments, corporate governance trends, and those skills and characteristics that the Board may find valuable in the future in light of the Company’s strategic and anticipated business needs. Unless otherwise directed, the persons named in the proxy as proxyholders intend to vote all proxies FOR the election of each of the nominees, as listed below. If, at the time of the Annual Meeting, any nominee is unable or declines to serve as a director, the discretionary authority provided in the enclosed proxy will be exercised to vote for a substitute candidate designated by the Board, unless the Board chooses to reduce its own size. The Board has no reason to believe that any of the nominees will be unable or will decline to serve if elected. Proxies cannot be voted for more than 10 persons since that is the total number of nominees. |

  11. PURPOSE & STRATEGY

    Board’s Recommendation

  12. PURPOSE & STRATEGY

    | The Board unanimously recommends a vote FOR each of the Board’s 10 nominees for director listed below. The Board believes that each nominee listed below is highly qualified and has the background, skills, experience, and attributes that qualify each nominee to serve as a director of the Company. See each nominee’s biographical information and the Director Candidate | Evaluation and Nomination section of this proxy statement for more information. The Board’s recommendation is based on its carefully considered judgment that the background, skills, experience, and attributes of each of the nominees make them the best candidates to serve on the Board. |

  13. PURPOSE & STRATEGY

    | The Company’s Amended and Restated Bylaws (the Bylaws) require each director to be elected by the vote of the majority of the votes cast with respect to the director at any meeting for the election of directors at which a quorum is present—the number of shares voted for a director must exceed the number of votes cast against that director. The people designated in the proxy and voting instruction card intend to vote your shares represented by proxy FOR the election of each of these nominees, unless you include instructions to the contrary. In the event any director nominee is unable to serve or for good cause will not serve, the individuals named as proxies may vote for a substitute nominee recommended by the Board, or the Board may reduce the size of the Board or leave a vacancy. | Under the Company’s Bylaws, if a director does not receive the requisite vote to be elected, the director shall offer to tender their resignation to the Board. The NGCRC would then make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. The Board will act on the NGCRC’s recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date of the certification of the election results. The director who tenders their resignation will not participate in the Board’s decision. |

  14. PURPOSE & STRATEGY

    | The Clorox Company 2026 Proxy Statement > Board of Directors | 16 | |

  15. PURPOSE & STRATEGY

    Our Director Nominees We invite you to read about our director nominees below. Each of the director nominees has agreed to be named in this proxy statement and to serve as a director, if elected. We believe that our directors should satisfy a number of qualifications, including demonstrated integrity, a record of personal accomplishments, a commitment to participation in Board activities, and other attributes discussed below in the Director Candidate Evaluation and Nomination section. We also endeavor to have a Board that represents a broad set of perspectives, talents, and life experiences and a range of qualifications, skills, and depth of experience in areas that are relevant to and contribute to the Board’s oversight of the Company’s strategy and business. Each director biography includes the key experiences and qualifications the director nominee brings to the Board that we believe are important to our business and structure and that the Board considered in determining to recommend that they be nominated for election.

  16. PURPOSE & STRATEGY

    | | | | | | Gina Boswell | Age: 63 | Independent director since: 2025 | |

  17. Skills and Qualifications

    Skills and Qualifications Gina Boswell’s significant executive, operational and international experience in the consumer goods industry enables her to bring valuable insight to a number of key strategic areas, including brand-building, marketing and consumer behavior. She possesses strong financial and accounting experience gained from her numerous executive roles, including chief executive officer of a publicly traded company. Ms. Boswell also provides important perspective as a seasoned public company director, especially with respect to governance and risk oversight.

  18. Skills and Qualifications

    | COMMITTEES NGCRC MDCC(1) | | OTHER PUBLIC COMPANY BOARDS • Bath & Body Works, Inc. (December 2022 to May 2025) • ACCO Brands Corporation (March 2022 to December 2022) • Wolverine World Wide, Inc. (December 2013 to December 2022) • ManpowerGroup Inc. (February 2007 to December 2022) | | NONPROFIT/OTHER BOARDS Yale University Board of Trustees |

  19. Experience Highlights

    Experience Highlights Bath & Body Works, Inc., a personal care and home fragrance retail company

  20. Experience Highlights

    | • | Chief executive officer (December 2022 to May 2025) |

  21. Experience Highlights

    Unilever plc, a global food, personal care, and household products company

  22. Experience Highlights

    | • | President, customer development, Unilever U.S.A. (May 2017 to October 2019) |

  23. Experience Highlights

    | • | Executive vice president and general manager, Unilever UK & Ireland (September 2015 to May 2017) |

  24. Experience Highlights

    | • | Executive vice president and general manager, personal care |

  25. Experience Highlights

    Alberto-Culver Company, a consumer goods company

  26. Experience Highlights

    | • | President, global brands |

  27. Experience Highlights

    Ms. Boswell has also held senior leadership positions with other leading global companies, including Avon Products Inc., Ford Motor Company, and The Estée Lauder Companies Inc. (1) Ms. Boswell has been appointed to the MDCC effective November 18, 2026.

  28. Experience Highlights

    | The Clorox Company 2026 Proxy Statement > Board of Directors | 17 | |

  29. Experience Highlights

    | | | | | | Stephen B. Bratspies | Age: 59 | Independent director since: 2024 | |

  30. Experience Highlights

    Stephen Bratspies brings strong executive leadership experience, including as chief executive officer of a publicly traded company, as well as considerable operational, merchandising and marketing expertise. His significant customer/retail and consumer packaged goods industry experience enables him to provide valuable perspective on the Company’s strategy, business and growth.

  31. Experience Highlights

    | COMMITTEES Audit MDCC(1) | | OTHER PUBLIC COMPANY BOARDS • Yum! Brands, Inc. (August 2026 to present) • Target Corporation (April 2026 to present) • Hanesbrands Inc. (August 2020 to December 2025) |

  32. Experience Highlights

    Experience Highlights Hanesbrands Inc., a global apparel company

  33. Experience Highlights

    | • | Chief executive officer (August 2020 to December 2025) |

  34. Experience Highlights

    Walmart, Inc., a global retail company

  35. Experience Highlights

    | • | Chief merchandising officer (October 2015 to February 2020) |

  36. Experience Highlights

    | • | Executive vice president, food |

  37. Experience Highlights

    | • | Executive vice president, general merchandise |

  38. Experience Highlights

    | • | Various executive positions |

  39. Experience Highlights

    Specialty Brands, a frozen foods company

  40. Experience Highlights

    | • | Chief marketing officer |

  41. Experience Highlights

    PepsiCo, Inc., a global food and beverage company

  42. Experience Highlights

    | • | Various executive positions, Frito-Lay, North American division |

  43. Experience Highlights

    (1) Mr. Bratspies has been appointed to the MDCC effective November 18, 2026.

  44. Experience Highlights

    | | | | | | Pierre R. Breber | Age: 62 | Independent director since: 2024 | |

  45. Skills and Qualifications

    Skills and Qualifications Pierre Breber’s extensive financial and accounting experience, including as chief financial officer of a large-cap publicly traded company, combined with his executive leadership and operational roles, contribute to his comprehensive management and operational expertise. He also has broad experience in strategic transformation and growth initiatives which support the Company’s strategic objectives.

  46. Skills and Qualifications

    | COMMITTEES Audit (Chair) NGCRC | | OTHER PUBLIC COMPANY BOARDS • Southwest Airlines Co. (November 2024 to present) • PACCAR Inc. (July 2024 to present) • Air Liquide SA (May 2021 to November 2021) |

  47. Experience Highlights

    Experience Highlights Chevron Corporation, a multinational energy company specializing in oil and gas

  48. Experience Highlights

    | • | Chief financial officer (April 2019 to February 2024) |

  49. Experience Highlights

    - Responsible for audit, controllership, investor relations, procurement, tax and treasury activities globally

  50. Experience Highlights

    | • | Executive vice president, downstream and chemicals (January 2016 to April 2019) |

  51. Experience Highlights

    | • | Executive vice president, gas and midstream (2015 to 2016) |

  52. Experience Highlights

    | • | Corporate vice president and president, gas and midstream |

  53. Experience Highlights

    | • | Managing director, Asia South upstream |

  54. Experience Highlights

    | • | Various leadership positions in finance, commercial and international |

  55. Experience Highlights

    | The Clorox Company 2026 Proxy Statement > Board of Directors | 18 | |

  56. Experience Highlights

    | | | | | | Julia Denman | Age: 55 | Independent director since: 2022 | |

  57. Experience Highlights

    Julia Denman’s operational and risk management leadership at a global technology company, as well as her experience in executing transformation strategies enable her to provide valuable perspective on the Company’s growth strategy and capital allocation framework, as well as important contributions to the Board’s oversight of risk and compliance, including with respect to technology and cybersecurity. She also brings notable financial and accounting expertise, having served as divisional finance director of a publicly traded company, as well as highly relevant knowledge of the consumer packaged goods industry.

  58. Experience Highlights

    | COMMITTEES Audit |

  59. Experience Highlights

    Experience Highlights Microsoft Corporation, a global technology company

  60. Experience Highlights

    | • | Corporate vice president and head of internal audit, enterprise risk and compliance (December 2019 to present) |

  61. Experience Highlights

    | - | Leading a team that provides independent and objective assessments of the company’s business strategies and operations, oversight of its governance and strategy for global risk management and compliance and leading investigations related to business conduct |

  62. Experience Highlights

    | • | Corporate vice president and chief financial officer of worldwide marketing and consumer business (August 2016 to November 2019) |

  63. Experience Highlights

    | • | Corporate vice president and chief financial officer of devices business |

  64. Experience Highlights

    The Procter & Gamble Company, a global consumer goods company

  65. Experience Highlights

    | • | Various leadership roles, including assistant treasurer and divisional finance director |

  66. Experience Highlights

    | - | During her 20-year tenure, oversaw the most strategic and central elements of treasury, including capital markets, cash management and risk management; developed product and marketing innovation strategies and cost savings initiatives, resulting in higher profits; and led the turnaround of a $3 billion division |

  67. Experience Highlights

    | | | | | | Esther Lee | Age: 67 | Independent director since: 2013 | |

  68. Skills and Qualifications

    Skills and Qualifications Esther Lee brings to the Company significant executive and marketing expertise. Her marketing expertise has been focused on developing customer strategies to drive growth, customer-centric innovation and business transformation, and consumer engagement programs including branding, digital marketing and customer experience design. As a senior executive, she has helped define and drive company purpose, strategy, operating models and corporate culture, and build high-performing teams. Ms. Lee’s executive leadership and marketing experience enable her to provide valuable contributions to the Company’s business strategies.

  69. Skills and Qualifications

    | COMMITTEES NGCRC (Chair) MDCC | | OTHER PUBLIC COMPANY BOARDS • Experian plc (March 2023 to present) • Pearson plc (February 2022 to present) |

  70. Experience Highlights

    Experience Highlights MetLife Inc., an insurance, annuities and employee benefits company

  71. Experience Highlights

    | • | Executive vice president—global chief marketing officer (January 2015 to June 2021) |

  72. Experience Highlights

    AT&T Corporation, a global telecommunications company

  73. Experience Highlights

    | • | Senior vice president—brand marketing, advertising and sponsorships |

  74. Experience Highlights

    Euro RSCG Worldwide, a French advertising agency

  75. Experience Highlights

    | • | Chief executive officer of North America and president of global brands |

  76. Experience Highlights

    The Coca-Cola Company, a global beverage company

  77. Experience Highlights

    | • | Global chief creative officer |

  78. Experience Highlights

    Earlier in her career, Ms. Lee worked in several leadership positions in the advertising industry, including as co-founder of DiNoto Lee, where she worked with several consumer packaged goods companies, including Procter & Gamble, Unilever and Nestle.

  79. Experience Highlights

    | The Clorox Company 2026 Proxy Statement > Board of Directors | 19 | |

  80. Experience Highlights

    | | | | | | Stephanie Plaines | Age: 59 | Independent director since: 2022 | |

  81. Experience Highlights

    Stephanie Plaines brings extensive financial and accounting expertise gained from over 30 years of financial experience, including as chief financial officer of a publicly traded company. Her executive leadership experience across a wide variety of consumer, e-commerce and financial services companies also enables her to contribute unique insights to Clorox on strategy and growth. She also has experience with transformation agendas and leveraging consumer and data insights to drive growth, which provides valuable perspective for the Company’s brand-building, marketing and digital transformation efforts.

  82. Experience Highlights

    | COMMITTEES Audit NGCRC | | OTHER PUBLIC COMPANY BOARDS • Coty Inc. (March 2026 to present) • H&R Block, Inc. (January 2026 to present) • KKR Acquisition Holdings I Corp. (January 2022 to December 2022) • Nielsen Holdings plc (April 2021 to October 2022) |

  83. Experience Highlights

    Experience Highlights JCPenney (Penney OpCo LLC), a department store chain

  84. Experience Highlights

    | • | Chief financial officer (August 2022 to April 2024) |

  85. Experience Highlights

    Jones Lang LaSalle Inc., a global real estate services company

  86. Experience Highlights

    | • | Chief financial officer (March 2019 to November 2020) |

  87. Experience Highlights

    Starbucks Corporation, a global chain of coffee houses

  88. Experience Highlights

    | • | Chief financial officer of U.S. retail division (April 2017 to December 2018) |

  89. Experience Highlights

    Walmart, Inc. and Sam’s Club, a chain of department stores and retail warehouse clubs

  90. Experience Highlights

    | • | Chief financial officer of e-commerce business |

  91. Experience Highlights

    Koninklijke Ahold N.V., a retail and wholesale company

  92. Experience Highlights

    | • | Chief financial officer of Stop & Shop division |

  93. Experience Highlights

    | • | Vice president of finance—business planning and performance for Ahold USA |

  94. Experience Highlights

    | • | Vice president of group treasury for Ahold Delhaize |

  95. Experience Highlights

    Catalina Marketing, a media company

  96. Experience Highlights

    | • | Head of international finance |

  97. Experience Highlights

    PepsiCo, Inc., a global beverage company

  98. Experience Highlights

    | • | Worked in global planning and analysis for Tropicana business and in corporate development |

  99. Experience Highlights

    Ms. Plaines started her career in investment banking and mergers and acquisitions at UBS.

  100. Experience Highlights

    | | | | | | Linda Rendle | Age: 48 | Director since: 2020 | |

  101. Skills and Qualifications

    Skills and Qualifications Linda Rendle’s long tenure at the Company and deep understanding of the consumer packaged goods industry, the Company’s businesses and her instrumental role in developing the Company’s IGNITE strategy enable her to provide valuable contributions with respect to strategy, growth and long-range plans. Additionally, her tenure and leadership across many of the Company’s business units provides her with a diverse perspective on global sales, product innovation and business strategy.

  102. Skills and Qualifications

    | COMMITTEES — | | OTHER PUBLIC COMPANY BOARDS • Visa Inc. (November 2020 to present) | | NONPROFIT/OTHER BOARDS Vice-Chair of Consumer Brands Association Consumer Goods Forum |

  103. Experience Highlights

    Experience Highlights

  104. The Clorox Company

    The Clorox Company

  105. The Clorox Company

    | • | Chair and chief executive officer (January 2024 to present) |

  106. The Clorox Company

    | • | Chief executive officer (September 2020 to December 2023) |

  107. The Clorox Company

    | • | President (May 2020 to September 2020) |

  108. The Clorox Company

    | • | Executive vice president—Cleaning, international, strategy and operations (July 2019 to May 2020) |

  109. The Clorox Company

    | • | Executive vice president—strategy and operations (January 2019 to July 2019) |

  110. The Clorox Company

    | • | Executive vice president—Cleaning, Professional Products and strategy (June 2018 to January 2019) |

  111. The Clorox Company

    | • | Senior vice president and general manager—Cleaning and Professional Products (April 2017 to May 2018) |

  112. The Clorox Company

    | • | Senior vice president and general manager—Cleaning (August 2016 to April 2017) |

  113. The Clorox Company

    | • | Vice president and general manager—Home Care |

  114. The Clorox Company

    | • | Vice president of sales—Cleaning |

  115. The Clorox Company

    | • | Various positions in sales planning and supply chain |

  116. The Clorox Company

    Earlier in her career, Ms. Rendle worked for Procter & Gamble, where she held several positions in sales management.

  117. The Clorox Company

    | The Clorox Company 2026 Proxy Statement > Board of Directors | 20 | |

  118. The Clorox Company

    | | | | | | Matthew J. Shattock | Age: 64 | Independent director since: 2018 | |

  119. The Clorox Company

    Matthew Shattock brings significant operational and executive leadership experience in the consumer packaged goods industry to the Board. His current and prior leadership roles, including overseeing the successful growth, integration and strategic transformation of a global spirits company as chief executive officer, and experience in portfolio management enable him to provide valuable insights to the Company’s business and long-term strategy. Mr. Shattock has a strong track record of driving growth through innovation, brand communication and operational excellence.

  120. The Clorox Company

    | COMMITTEES — | | OTHER PUBLIC COMPANY BOARDS • Haleon plc (June 2025 to present) • VF Corporation (February 2013 to present) • Chair of Domino’s Pizza Group plc (UK) (March 2020 to April 2025) | | NONPROFIT/OTHER BOARDS Good2Grow, Inc. Kendra Scott Design, Inc. Liquid Death, Inc. Reliefband Technologies LLC The Boys and Girls Club of Lake County, Illinois Tropicale Foods Inc. |

  121. Experience Highlights

    Experience Highlights Beam Suntory Inc., a global premium spirits company

  122. Experience Highlights

    | • | Non-executive chairman of the board (April 2019 to December 2020) |

  123. Experience Highlights

    | • | Chairman and chief executive officer (April 2014 to April 2019) |

  124. Experience Highlights

    | • | President and chief executive officer, Beam, Inc. (October 2011 to April 2014) |

  125. Experience Highlights

    | • | President and chief executive officer, Beam Global Spirits and Wine, Inc. (March 2009 to October 2011) |

  126. Experience Highlights

    During his tenure, Mr. Shattock led the company’s successful growth strategy transformation as a public company and subsequent integration of the Beam and Suntory spirits businesses following Beam’s acquisition by Suntory in 2014. Cadbury plc, an international confectionary manufacturer

  127. Experience Highlights

    | • | Regional president, where he led its businesses first in The Americas and then in the Europe, Middle East and Africa region |

  128. Experience Highlights

    Unilever plc, an international manufacturer of food, home care and personal care products

  129. Experience Highlights

    | • | Chief operating officer, Unilever Best Foods North America |

  130. Experience Highlights

    | • | Various leadership roles |

  131. Experience Highlights

    | | | | | | Russell J. Weiner | Age: 58 | Independent director since: 2017 | |

  132. Skills and Qualifications

    Skills and Qualifications Russell Weiner’s executive leadership experience in the food and consumer packaged goods industries enables him to contribute his extensive knowledge of brand building, marketing, operations and consumer insights. His experience in digital innovation allows him to offer valuable contributions to the Company as it transforms data into insights to build personalized brands and enhance consumer shopping experiences.

  133. Skills and Qualifications

    | COMMITTEES MDCC (Chair) | | OTHER PUBLIC COMPANY BOARDS • Domino’s Pizza, Inc. (April 2022 to present) |

  134. Experience Highlights

    Experience Highlights Domino’s Pizza, Inc., a restaurant chain

  135. Experience Highlights

    | • | Executive chairman designate (October 2026 to present) |

  136. Experience Highlights

    | • | Chief executive officer (May 2022 to September 2026) |

  137. Experience Highlights

    | • | President of Domino’s U.S. (July 2020 to April 2022) |

  138. Experience Highlights

    | • | Chief operating officer (July 2018 to April 2022) |

  139. Experience Highlights

    | • | President of the Americas (July 2018 to June 2020) |

  140. Experience Highlights

    | • | President of Domino’s USA (October 2014 to June 2018) |

  141. Experience Highlights

    | • | Executive vice president, chief marketing officer |

  142. Experience Highlights

    PepsiCo, Inc., a global beverage company

  143. Experience Highlights

    | • | Vice president of marketing, Colas at Pepsi-Cola North America |

  144. Experience Highlights

    | • | Various leadership roles in marketing and brand management |

  145. Experience Highlights

    | The Clorox Company 2026 Proxy Statement > Board of Directors | 21 | |

  146. Experience Highlights

    | | | | | | Christopher J. Williams | Age: 68 | Independent director since: 2015 | |

  147. Experience Highlights

    Christopher Williams brings a wealth of financial, accounting, and strategic expertise to the Board with his years of experience in investment banking and finance, and as the former chair of the audit committee of a Fortune 100 company. He also contributes important executive management and leadership experience as the chairman and former chief executive officer of an investment management firm. As a current and former director of several public and private companies, he brings a valuable perspective for the Company’s strategy and operations as well as extensive customer insights.

  148. Experience Highlights

    | COMMITTEES MDCC NGCRC | | OTHER PUBLIC COMPANY BOARDS • Ameriprise Financial, Inc. (September 2016 to present) • Union Pacific Corporation (November 2019 to present) • Wal-Mart Stores Inc. (June 2004 to June 2014) | | NONPROFIT/OTHER BOARDS Cox Enterprises Inc. |

  149. Experience Highlights

    Experience Highlights Siebert Williams Shank & Co., LLC, an investment banking and financial services company, formed from the merger of The Williams Capital Group, L.P. and Williams Capital Management, LLC, with Siebert Cisneros Shank

  150. Experience Highlights

    | • | Chairman (November 2019 to present) |

  151. Experience Highlights

    The Williams Capital Group, L.P., and Williams Capital Management, LLC, an investment banking and financial services firm

  152. Experience Highlights

    | • | Chairman and chief executive officer (1994 to 2019) |

  153. Experience Highlights

    Jefferies & Company, an investment bank

  154. Experience Highlights

    | • | Managed derivatives and structured finance division |

  155. Experience Highlights

    Lehman Brothers Holdings Inc., an investment bank and financial services company

  156. Experience Highlights

    | • | Managed groups in corporate debt capital markets and derivatives structuring and trading |

  157. Experience Highlights

    | The Clorox Company 2026 Proxy Statement > Board of Directors | 22 | |

  158. Experience Highlights

    Director Candidate Evaluation and Nomination The NGCRC engages in continuous Board succession planning and evaluation of Board composition, working closely with the full Board in determining the skills, experiences, and characteristics desired for the Board as a whole and for its individual members, and also screening and recommending candidates for nomination by the full Board. The Board views refreshment as an ongoing process and regularly evaluates its composition in the context of the Company’s strategy, operating environment and long-term priorities. While the Board has not established any specific minimum qualifications that a potential nominee must possess, director candidates, including incumbent directors, are assessed based on criteria established by the NGCRC in light of the Company’s long-term strategy, the skills and experience currently represented on the Board, legislative and regulatory developments, corporate governance trends, and any specific needs identified in the NGCRC’s evaluation of Board composition, among other considerations. The NGCRC is responsible for identifying and recommending individuals to the Board for consideration as director nominees for election at the Company’s annual meeting of shareholders. The NGCRC uses a variety of methods for identifying director candidates, which may come to the committee’s attention through management, current directors, shareholders and other sources, including an external search firm.

  159. Experience Highlights

    | Criteria include: | | | | | | Broad-based leadership and relevant business skills and experiences | | Ability to devote sufficient time to the Company’s affairs | | | Prominence and reputation in their professions | | Personal integrity and judgment | | | Global business perspective | | Varied disciplines, backgrounds and experiences | | | Ability to effectively represent the long-term interests of our shareholders | | |

  160. Experience Highlights

    The Board takes a thoughtful and robust approach to refreshment, seeking to balance experience and continuity with fresh perspectives. The Board believes that maintaining Board continuity is important and recognizes the value of longer-tenured directors – who have institutional memory and have worked with different CEOs and management teams – along with middle-tenured directors and newer directors. Since 2022, the Board has added five new independent directors and thoughtfully managed director retirements and committee succession to support an effective balance of continuity and renewal. These additions reflect a deliberate effort to evolve the Board alongside the Company’s strategic priorities and changing business environment. The Board has enhanced its collective expertise through the addition of directors with experience across areas including consumer products, digital and technology, finance, operations and public company leadership. The NGCRC is focused on achieving an optimal mix of director experience, perspectives and tenure when evaluating potential director candidates and current directors for nomination. As part of the renomination process, the NGCRC carefully considers the ability of incumbent directors to continue to contribute to the Board and the Company’s evolving needs. The Board also considers significant developments affecting the Company, its business, the environment in which it operates, and its evolving strategic priorities and leadership needs. For example, the CEO transition and the Company’s ongoing portfolio evolution are important considerations, and the Board is actively focused on ensuring it has the right expertise, skills and experience to oversee the next phase of the Company’s strategy. In addition, the Company’s Corporate Governance Guidelines (Governance Guidelines) require that non-management directors whose personal circumstances change in a way that affects their ability to contribute to the Company, including a change in their principal position, primary job responsibilities, or situation, offer their resignation for the Board’s consideration. This requirement helps ensure that current directors remain qualified and have the capacity to perform their duties as a director. As highlighted in our Governance Guidelines, the Board believes deliberations and decision-making are strengthened by having a broad set of skills, professional experience, perspectives, talents and life experiences in the boardroom. It actively seeks refreshment of the Board with directors with different experiences who can add unique value through skills relevant to our IGNITE strategy. The Board’s objective is to maintain a composition that provides effective oversight, relevant experience and accountability to support long-term shareholder value creation.

  161. Experience Highlights

    | The Clorox Company 2026 Proxy Statement > Board of Directors | 23 | |

  162. Executive Compensation

    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 2026, 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 2026.

  163. Executive Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Gina Boswell | 108,750 | 168,750 | 277,500 | | Stephen B. Bratspies | 108,750 | 168,750 | 277,500 | | Pierre R. Breber | 133,750 | 168,750 | 302,500 | | Julia Denman | 108,750 | 168,750 | 277,500 | | Spencer C. Fleischer(3) | 40,897 | 41,250 | 82,147 | | Esther Lee | 127,500 | 168,750 | 296,250 | | A.D. David Mackay(4) | 108,750 | 168,750 | 277,500 | | Stephanie Plaines | 108,750 | 168,750 | 277,500 | | Matthew J. Shattock | 208,750 | 168,750 | 377,500 | | Russell J. Weiner | 132,500 | 168,750 | 301,250 | | Christopher J. Williams | 108,750 | 168,750 | 277,500 |

  164. 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 2026 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. |

  165. 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 value of which was increased from $165,000 to $170,000 effective October 1, 2025. The aggregate value of the DSU award amount earned by a non-employee director serving for the full fiscal year 2026 was $168,750. 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.

  166. Equity Compensation

    | The Clorox Company 2026 Proxy Statement > Corporate Governance and Board Matters | 40 | |

  167. Fiscal Year 2027 Compensation Changes

    Fiscal Year 2027 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 2026. 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, not to increase director compensation or make any other changes to the director compensation program.

  168. Overview

    | • | Our incentive plan results are directly tied to Company performance. Both short-term and long-term incentive payouts this year were below target, based on achievement lower than goals for key performance metrics. |

  169. Overview

    | • | The Company multiplier for our short-term incentive for fiscal year 2026 was 54%. This result reflected operational challenges early in the year associated with our U.S. ERP transition, the significant year-over-year impact of related inventory drawdown, and lower than anticipated business performance in the second half amid slower category growth and increased competitive activity. Although we improved our performance on relevant measures in the second half of the year, we did not meet the goals we set for ourselves or the expectations we provided publicly. The final multiplier holds enterprise leaders accountable for the shortfall. |

  170. Overview

    | • | Performance share units completing their performance period at the end of fiscal year 2026 paid out at 69%. The performance-based award covering fiscal years 2024 through 2026 was measured based on economic profit (EP) growth during the three-year performance period, including one year exceeding our plan’s maximum performance level and two years slightly above our plan’s performance threshold. |

  171. Fiscal Year 2026 Results Reflect ERP-Related Timing Effects

    | Looking Ahead Continued macroeconomic volatility and geopolitical instability, including shifts in U.S. and global trade policies, tariffs, ongoing conflicts in the Middle East and Ukraine, tensions involving the U.S. and Iran, and rising friction between China and Taiwan, have increased uncertainty around economic conditions, global trade, supply chains, and the duration and potential escalation of these conflicts. These factors are difficult to predict considering the rapidly evolving landscape. For fiscal year 2027, we expect the operating environment to remain volatile and challenging, with consumers continuing to be highly value-conscious. Our priorities are to drive profitable category growth, strengthen value superiority, rebuild margin, and create long-term shareholder value. We remain focused on delivering superiority, accelerating consumer-led innovation, investing in our brands, advancing operational excellence, and generating fuel to reinvest in the business. As announced on May 28, 2026, Linda Rendle, who has served 23 years with Clorox, including six years as CEO, has asked the Board to initiate a CEO search process, as she has made the decision to step down for health reasons. Ms. Rendle will continue to serve as Chair and CEO during the search and will support a smooth leadership transition by serving in an advisory role for a period following the appointment of the new CEO. Until then, she and management remain fully focused on strengthening execution, advancing innovation, and delivering superior consumer value. She has expressed deep confidence that the actions the Company is executing today are positioning it for long-term success in the face of a challenging operating environment. Following the CEO announcement, in June we streamlined our operating model, promoting Chris Hyder, formerly group president—Health & Hygiene, to chief operating officer, and appointing Nina Barton, formerly group president—Care & Connection, as chief growth & strategy officer. As chief operating officer, Mr. Hyder will lead our enterprise operations, ensuring we deliver our financial commitments with greater operational rigor, strengthening how we manage performance across our businesses, and raising the bar on execution across the company. As chief growth & strategy officer, Ms. Barton will lead our demand functions to drive growth while accelerating innovation by shaping and advancing our enterprise capability agenda. She will help guide how we evolve our approach to retail and marketing in a rapidly changing landscape, oversee our enterprise strategy, and lead the Clorox Executive Committee governance body, bringing a thoughtful, enterprise-wide perspective. In connection with these late fiscal year 2026 announcements and changes, the MDCC approved one-time retention awards to certain critical executives. These awards are intended to support leadership continuity during a period of significant transformation and an upcoming CEO transition. See the Long-Term Incentives section below for additional details about these awards. |

  172. 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 executive officers 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- 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. |

  173. How We Make Compensation Decisions

    | | Board of Directors | The independent members of the Board undertake a thorough process to review our CEO’s annual performance, with each independent director providing candid feedback and observations. The Board considers a variety of substantive factors it has identified as being most important for effective CEO performance. For fiscal year 2026, the areas of focus were accelerating profitable growth, delivering structural margin expansion, unlocking value from our transformation, achieving financial results, and providing strong leadership. The full Board discusses the evaluations of our CEO’s performance against these factors and then provides its input on CEO compensation to the MDCC. The MDCC, after evaluating input from the Board and its independent compensation consultant, makes a final determination on our CEO’s compensation. The Board’s feedback and observations are shared in aggregate with our CEO. Our CEO does not have a role in her own compensation determination other than participating in a discussion with the Board regarding her performance relative to specific targets and strategic objectives set at the beginning of the fiscal year, which the Board considers in both its compensation determination and when setting performance targets for the upcoming fiscal year. | | | Independent Compensation Consultant | The MDCC retains the services of an independent compensation consulting firm to assist in the performance of its duties. During fiscal year 2026, the MDCC used the services of FW Cook. At the direction of the MDCC, FW Cook provided data analysis, guidance, and recommendations on the following topics: compensation levels relative to our peers, market trends in incentive plan design, setting performance goals and definitions of performance metrics in our incentive plans, risk and reward structure of executive compensation plans, addressing technical issues related to compensation matters, preparing compensation disclosures, and other policies and practices, including the policies and views of third-party proxy advisory firms. FW Cook has provided the MDCC with appropriate assurances and confirmation of its independent status in accordance with the MDCC’s charter and other considerations, including factors specified in NYSE listing standards. The MDCC believes FW Cook has been independent throughout its service to the MDCC, and there is no conflict of interest between FW Cook or individuals at FW Cook and the MDCC, Clorox’s executive officers, or Clorox. FW Cook does not work for Clorox apart from its services to the MDCC. | | | Chief Executive Officer | Our CEO makes compensation recommendations to the MDCC for all executive officers other than herself. In making these recommendations, our CEO evaluates the performance of the executive officers and considers their responsibilities as well as the compensation analysis provided by the independent compensation consultant. | | | Other Members of Management | Senior human resources management provides analyses regarding competitive practices and pay ranges, compensation programs, stock awards, and benefit plans (including perquisites). Senior human resources, legal, and finance executives attend non-executive sessions of the MDCC meetings to provide additional perspective and expertise, as appropriate based on the topics discussed at any given meeting. |

  174. 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. The MDCC reviews the compensation peer group annually and adjusts it as needed to ensure the companies included continue to meet relevant criteria. To determine the compensation peer group for each year, the MDCC considers companies: Holding leadership positions in branded consumer products. Of reasonably similar size based on market capitalization and revenue. Competing with Clorox for executive talent. Having executive positions similar in breadth, complexity, and scope of responsibility to those of Clorox. For fiscal year 2026, the compensation peer group comprised the following 17 companies: Campbell Soup Company CPB Church & Dwight Co., Inc. CHD Colgate-Palmolive Company CL Conagra Brands, Inc. CAG Edgewell Personal Care Company EPC The Estée Lauder Companies Inc. EL General Mills, Inc. GIS The Hershey Company HSY Hormel Foods Corporation HRL The J.M. Smucker Company SJM Kellanova K Keurig Dr Pepper Inc. KDP McCormick & Company, Inc. MKC Newell Brands Inc. NWL Post Holdings, Inc. POST Reynolds Consumer Products Inc. REYN S.C. Johnson & Son Inc. (private) At the time of our regular 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 2026. The MDCC reviews the compensation peer group annually and considers changes in our position versus the overall group based on market capitalization, revenue, and other factors. 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 2026. At the direction of the MDCC, FW Cook also performed an independent 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 officer’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.

  175. Use of Market Data

    | The Clorox Company 2026 Proxy Statement > Compensation Discussion and Analysis | 51 | |

  176. Use of Market Data

    Executive Compensation Governance We are focused on creating an effective compensation program aligning our key strategic objectives with the interests of our shareholders. We believe our executive pay provides reasonable and appropriate incentives to our executive officers to achieve our financial and strategic goals without encouraging them to take excessive risks in their business decisions. To reinforce this, we have adopted policies guiding our compensation practices as summarized below. We Do… We Do Not… Diversify our incentive plans: We use different metrics and performance horizons for the goals within our annual and long-term incentive plans to ensure a thorough and balanced focus. Provide employment contracts: All executive officers are employed at will. Focus on financial measures relevant to shareholder value: We use net sales, net earnings, and gross margin for our annual incentive metrics and economic profit as a rigorous comprehensive long-term incentive metric. Reprice stock options: Any stock option re-pricing would require shareholder approval in advance. Require meaningful ownership: We apply stringent stock ownership and retention guidelines to all our executive officers. Pay unearned dividends: No dividends or dividend equivalents are paid on unvested stock awards. Operate clawback provisions: Our annual and long-term incentive plans include clawback provisions; our clawback policy is robust and exceeds the NYSE requirements by enabling compensation recovery in the event of misconduct not related to a financial restatement. Pay tax gross-ups: No tax gross-ups were provided by Clorox to executive officers, including all NEOs. Use a double-trigger: Change-in-control provisions for all stock awards require both change in control and termination. Provide excessive benefits or perquisites: Benefits and perquisites are limited, reflecting market practices. Engage with shareholders: We have ongoing discussions with key institutional investors, including on the topic of compensation. Permit hedging or pledging: Our policy prohibits hedging and pledging of Clorox stock by Directors and executive officers. Engage an independent consultant: The MDCC engages a consultant and assesses their independence annually. Encourage inappropriate risk-taking: The MDCC and its independent consultant annually review incentive design for unintended consequences. Tally Sheets. To help ensure our executive compensation design is aligned with our overall compensation philosophy of pay for performance and total compensation levels are appropriate, the MDCC annually reviews compensation tally sheets for each of our NEOs. These tally sheets outline current target total compensation, the potential wealth creation of long-term incentive (LTI) awards granted to our officers under various potential stock prices, and the potential value of payouts under various termination scenarios. These tally sheets help provide the MDCC with a comprehensive understanding of all elements of our compensation program and enable the MDCC to consider changes to our compensation program, arrangements, and plans based on leading practices and emerging trends. Stock Award Granting Practices. Clorox typically grants LTI awards each September at a regularly scheduled MDCC meeting. The meeting date, or a later date as determined by the MDCC at the September meeting, is the effective grant date for the awards and the grant price (or exercise price, if applicable) is equal to the closing price of Clorox common stock on the grant date. The MDCC may also occasionally grant stock-based awards at other times to recognize, retain, or recruit executive officers.

  177. Use of Market Data

    | The Clorox Company 2026 Proxy Statement > Compensation Discussion and Analysis | 52 | |

  178. Use of Market Data

    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 and three times base salary for NEOs and non-NEO members of the CEC. The following table reflects the guidelines and our active NEOs’ ownership status, as of August 31, 2026:

  179. Use of Market Data

    | Name | Ownership Guideline (Salary Multiple) | Guideline Met | | Linda Rendle | 6x | Yes | | Luc Bellet(1) | 3x | No | | Chris Hyder | 3x | No | | Kirsten Marriner | 3x | Yes | | Angela Hilt | 3x | No |

  180. Use of Market Data

    | (1) Mr. Bellet became subject to a higher ownership guideline upon his appointment as CFO effective in fiscal year 2025 (from two times to three times base salary). |

  181. Use of Market Data

    Ownership levels are based on shares of common stock owned by the NEO or held pursuant to Clorox plans, including vested performance share units (PSUs) deferred for settlement. Unexercised stock options and units not yet vested due to time or performance restrictions are excluded from the ownership calculations. Retention Requirements. Executive officers are required to retain a 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 until retirement or termination, and other executive officers must retain 25% of net shares 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 (including Clorox) when aware of material nonpublic information about such company gained through their work at Clorox, or (2) engage in tipping or short-term, speculative, or derivative transactions involving Clorox stock. This policy prohibits for all covered parties options trading and hedging and cautions against pledging Clorox stock as collateral; directors and executive officers are prohibited from pledging Clorox stock and from holding Clorox stock in a margin account. 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:

  182. Use of Market Data

    | • | Short sales (selling Clorox securities you do not own). |

  183. Use of Market Data

    | • | 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. |

  184. Use of Market Data

    | • | Pre-paid forward contracts. |

  185. Use of Market Data

    | • | Collars. |

  186. Use of Market Data

    Trading Clorox securities by directors, executive officers, and 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. 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 10D-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.

  187. Use of Market Data

    | • | 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. |

  188. Use of Market Data

    | • | 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 |

  189. Use of Market Data

    | The Clorox Company 2026 Proxy Statement > Compensation Discussion and Analysis | 53 | |

  190. Use of Market Data

    | subject to this policy includes all bonuses, cash-based awards, stock-based awards (both time-vested and performance-contingent), or other incentive compensation. |

  191. Use of Market Data

    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 impropriety. During the last completed fiscal year, we did not award stock options to any of our NEOs. Executive Compensation Framework A substantial portion of target total direct compensation for our executive officers is variable, with 91% of target compensation at risk for our CEO and 80% of target compensation at risk on average for our other NEOs. Base salary is the only fixed component of direct compensation.

  192. Use of Market Data

    | 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. | | | • 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 |

  193. Use of Market Data

    | (1) Proportion represents the actual base salary, target annual incentive award, and grant date fair market value of annual LTI awards granted in fiscal year 2026 (with PSUs measured at target). Excludes one-time retention awards related to the CEO transition and streamlined operating model. Percentages may not total 100% due to rounding. Refer to the Summary Compensation Table on pg 60 for further details on actual compensation. |

  194. Use of Market Data

    | (2) Represents the average of all NEOs active on the last day of the fiscal year, other than the CEO. |

  195. Use of Market Data

    | Additional elements of our executive compensation program include retirement plans, post-termination compensation, and perquisites as appropriate to support our executive compensation philosophy. |

  196. Use of Market Data

    | The Clorox Company 2026 Proxy Statement > Compensation Discussion and Analysis | 54 | |

  197. Use of Market Data

    Fiscal Year 2026 Compensation of Our Named Executive Officers Base Salary The MDCC generally seeks to establish base salaries competitive with the compensation peer group for our NEOs. Salaries vary in relation to each NEO’s specific role, level of experience, and performance over time. Percentage increases reflect, in part, year-over-year changes in pay for the relevant role(s) among our peers.

  198. Use of Market Data

    | Name | FY26 Base Salary(1) | Increase in FY26(2) | | Linda Rendle | 1,350,000 | 1.9% | | Luc Bellet | 760,000 | 4.8% | | Chris Hyder(3) | 800,000 | 18.5% | | Kirsten Marriner | 750,000 | 3.4% | | Angela Hilt | 750,000 | 2.0% |

  199. Use of Market Data

    | (1) Annualized salary as of June 30, 2026. |

  200. Use of Market Data

    | (2) Increase relative to salary as of June 30, 2025. |

  201. Use of Market Data

    | (3) Mr. Hyder’s salary increase reflects his promotion from EVP and group president - Health & Hygiene to EVP and chief operating officer effective June 17, 2026. |

  202. Use of Market Data

    Other than promotional increases reflecting new responsibilities, salary increases for NEOs were intended to address competitive gaps, reflecting increased experience in their respective roles. Annual Incentives Clorox provides annual incentive awards to our NEOs under the AIP. Payouts under the AIP are based on the level of achievement versus performance goals set annually by the MDCC, subject to shareholder-approved maximums. AIP performance goals are tied to Board-approved corporate financial performance goals. The amounts paid under the AIP are based on the following factors:

  203. Use of Market Data

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

  204. Use of Market Data

    | (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. |

  205. Use of Market Data

    Clorox 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.

  206. Use of Market Data

    | The Clorox Company 2026 Proxy Statement > Compensation Discussion and Analysis | 55 | |

  207. Use of Market Data

    For fiscal year 2026, 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 2026 targets for our AIP metrics were set equal to our Board-approved fiscal year 2026 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. As noted in “Fiscal Year 2026 Results Reflect ERP-Related Timing Effects” in Fiscal Year 2026 Business Highlights above, during the fourth quarter of fiscal year 2025, certain retailers placed orders in advance of the U.S. ERP system transition to minimize potential inventory impacts. These incremental shipments provided a benefit to net sales in fiscal year 2025 and an offsetting year-over-year sales reduction in fiscal year 2026. Excluding this ERP transition timing effect on sales, fiscal year 2026 performance targets for all AIP metrics were at or above prior-year actuals:

  208. Use of Market Data

    | • | The Net Customer Sales target was flat to prior-year actuals (down 7.3% including ERP transition timing). |

  209. Use of Market Data

    | • | The Net Earnings target was 19% above prior-year actuals (down 11% including ERP transition timing). |

  210. Use of Market Data

    | • | The Gross Margin target was 20 basis points above prior-year actuals (down 60 basis points including ERP transition timing). |

  211. Use of Market Data

    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:

  212. Annual Incentive Financial Goals (in millions)

    Annual Incentive Financial Goals (in millions)

  213. Annual Incentive Financial Goals (in millions)

    | Fiscal Year 2026 Goal | Weight | Threshold (0%) | Target (100%) | Maximum (200%) | Actual(1) | Result(1) | | Net Customer Sales | 50% | 6,321 | 6,585 | 6,717 | 6,482 | 70% | | Net Earnings Attributable to Clorox | 30% | 615 | 724 | 796 | 642 | 29% | | Gross Margin | 20% | 41.6% | 44.6% | 46.6% | 43.1% | 53% | | Company Multiplier | | | | | | 54% |

  214. Annual Incentive Financial Goals (in millions)

    | (1) Actual and Result exclude the net impact of the following items on our AIP metrics: the Iran conflict, the GOJO acquisition, and variance from budgeted expense associated with foreign exchange. |

  215. 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.

  216. Annual Incentive Financial Goals (in millions)

    | Name | Base Salary | Annual Incentive Target (% of Salary) | Company Multiplier | FY26 Annual Incentive Plan Payout | | Linda Rendle | 1,350,000 | 165% | 54% | 1,202,850 | | Luc Bellet | 760,000 | 100% | 54% | 410,400 | | Chris Hyder(1) | 800,000 | 100% | 54% | 390,457 | | Kirsten Marriner | 750,000 | 90% | 54% | 364,500 | | Angela Hilt | 750,000 | 85% | 54% | 344,250 |

  217. Annual Incentive Financial Goals (in millions)

    | (1) Mr. Hyder’s award was prorated, reflecting his promotion from EVP and group president – Health & Hygiene to EVP and chief operating officer effective June 17, 2026. The portion of the year before his promotion used his prior target (90%), while the portion of the year starting from his promotion date used his current target. |

  218. Annual Incentive Financial Goals (in millions)

    | The Clorox Company 2026 Proxy Statement > Compensation Discussion and Analysis | 56 | |

  219. Annual Incentive Financial Goals (in millions)

    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. Annual target values for LTI awards 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. Like annual incentive awards, actual payouts for both annual and one-time long-term incentive awards will vary from 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. Annual Awards. NEOs received 60% of the value of their fiscal year 2026 annual LTI awards in PSUs and 40% in 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.

  220. Annual Incentive Financial Goals (in millions)

    | Name | Target Value(1) | | Linda Rendle | 10,700,000 | | Luc Bellet | 2,300,000 | | Chris Hyder | 2,250,000 | | Kirsten Marriner | 2,400,000 | | Angela Hilt | 2,200,000 |

  221. Annual Incentive Financial Goals (in millions)

    | (1) Represents the LTI economic value granted in annual awards during the fiscal year. |

  222. Annual Incentive Financial Goals (in millions)

    One-Time Awards. 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. When our expected CEO transition was announced, and as we considered the structure of our streamlined operating model, the MDCC recognized the importance of retaining long-tenured and successful executives whose performance has greatly benefited Clorox and its shareholders. The MDCC reviewed retention risk and existing equity holding power of selected executives whose continued leadership was viewed as critical to maintaining business continuity and supporting an incoming CEO’s transition. Based on this review, and with input from FW Cook, the MDCC approved one-time RSU awards for Messrs. Bellet and Hyder and Mses. Marriner and Hilt, vesting over three years and subject to continued employment. While the RSU portion of our annual long-term incentive award program provides a four-year vesting period, these one-time retention awards have a three-year vesting period to better mitigate near-term risk that our executives would elect to retire or pursue other employment opportunities. These one-time awards were designed to support leadership continuity during the transition period and are not intended to be recurring elements of Clorox’s annual compensation program.

  223. Annual Incentive Financial Goals (in millions)

    | Name | Target Value(1)(2) | | Linda Rendle | — | | Luc Bellet | 4,000,000 | | Chris Hyder | 4,000,000 | | Kirsten Marriner | 2,500,000 | | Angela Hilt | 2,500,000 |

  224. Annual Incentive Financial Goals (in millions)

    | (1) Represents the LTI economic value granted in one-time awards during the fiscal year. |

  225. Annual Incentive Financial Goals (in millions)

    | (2) Awards consisted of 100% RSUs and are subject to forfeiture in the event of employment termination before the end of a three-year restriction period, for any reason other than by Clorox without cause or due to the NEO’s disability or death. |

  226. Annual Incentive Financial Goals (in millions)

    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. PSUs pay out after a three-year performance period only if Clorox meets pre-established financial performance goals. Unvested PSUs accrue dividend equivalent units (DEUs) during the vesting period; such DEUs are subject to the same final performance multiplier as the underlying PSUs. 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. 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, times one minus the tax rate, less capital charge. We also apply a specific set of rules to identify in advance any extraordinary, unusual, or non-recurring events whose direct and measurable impacts will be adjusted out of the calculation of EP for purposes of determining PSU performance, if such impacts exceed a plan minimum threshold dollar value. This internal calculation of EP for the PSU performance metric helps ensure our performance measurement reflects factors within management’s control and is not distorted by non-operating issues. It explicitly holds management accountable for asset impairments, aligning payouts with the impact of balance sheet-related decisions. 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 2023 (the 2023 PSUs), the performance metric was EP during the performance period of July 2023 through June 2026 (fiscal years 2024 to 2026).

  227. Annual Incentive Financial Goals (in millions)

    | The Clorox Company 2026 Proxy Statement > Compensation Discussion and Analysis | 57 | |

  228. Annual Incentive Financial Goals (in millions)

    EP performance was measured relative to an EP dollar-value target for the first year of the performance period, tied to the fiscal year 2024 Board-approved budget, and an EP growth rate target of 5% (peer median) for the second and third years. In July 2026, the MDCC certified a final payout for the 2023 PSUs at 69% of target. The main driver of EP results underlying this payout was lower earnings growth during the performance period, reflecting slower category growth and higher manufacturing and logistics costs, partially offset by cost savings.

  229. Annual Incentive Financial Goals (in millions)

    | Performance share units | Annual EP Growth | | | Adjusted(1) Actual EP/ EP Growth | Payout | | | Threshold (0%) | Target (100%) | Maximum (200%) | | | | FY24 Economic Profit Absolute Value ($M) | 467 | 527 | 557 | 698 | 200% | | FY25 Economic Profit Growth Rate | -10.0% | 5.0% | 12.5% | -9.6% | 3% | | FY26 Economic Profit Growth Rate | -10.0% | 5.0% | 12.5% | -9.3% | 4% | | Three-Year Economic Profit Growth | | | | | 69% |

  230. Annual Incentive Financial Goals (in millions)

    | (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 2023 PSU award agreements): our digital transformation initiated in fiscal year 2022 and completed in fiscal year 2026, our streamlined operating model in fiscal year 2023, termination of our pension plan initiated in fiscal year 2023 and completed in fiscal year 2025, primary impacts of the fiscal year 2024 cyberattack, divestiture of our Argentina business in fiscal year 2024, divestiture of our Better Health VMS business in fiscal year 2025, timing of our ERP transition across fiscal years 2025 and 2026, our GOJO acquisition in fiscal year 2026, and the Iran conflict in fiscal year 2026. |

  231. Annual Incentive Financial Goals (in millions)

    The performance metric for PSUs granted in September 2025 (the 2025 PSUs) is EP during the performance period of July 2025 through June 2028 (fiscal years 2026 to 2028). At the beginning of the performance period, the EP target for the first year of the performance period was set as a base dollar value, with an EP growth rate target from the first-year value 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 2025 PSUs. While this design uses an average of three annual periods, all annual targets are set at the beginning of the three-year performance period; the design does not use three separate annual targets. The final overall payout percentage for the 2025 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 on October 5 one year after 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. However, the RSU awards granted to select executives supporting retention and leadership continuity during the expected CEO transition (as described above in “One-Time Awards”) cliff-vest after three years, for all NEOs other than Ms. Marriner (whose RSUs follow the typical pattern). Unvested RSUs accrue DEUs during the vesting period. A proportional amount of DEUs vest alongside each underlying tranche of RSUs on each vesting date. Retirement Plans Clorox retirement plans are designed to provide replacement income upon retirement and to be competitive with programs offered by our peers. Our NEOs participate in the same tax-qualified retirement benefit programs broadly available to U.S.-based employees. Clorox also provides retirement benefits for U.S.-based employees through nonqualified retirement benefit programs intended to restore amounts that would otherwise be payable under our tax-qualified plan if the IRC did not have limits on includable compensation and maximum benefits from such plans. We call these “restoration plans” because they restore total retirement benefits to the same percentage level provided to our tax-qualified plan participants 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) was a cash balance pension plan broadly available to U.S.-based employees, including our NEOs, and was frozen effective June 30, 2011. This freeze did not affect benefits previously accrued under the Pension Plan, which remained fully funded. In fiscal year 2023, we began to transition administration of the Pension Plan to an insurance company specializing in pension fund management through a standard pension plan termination process regulated by the Internal Revenue Service (IRS), which 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, and all NEOs with a Pension Plan balance elected the cash out option.

  232. Annual Incentive Financial Goals (in millions)

    | The Clorox Company 2026 Proxy Statement > Compensation Discussion and Analysis | 58 | |

  233. Annual Incentive Financial Goals (in millions)

    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 employees in the U.S. Clorox makes an annual fixed contribution of 6% of eligible pay and a matching contribution of up to 4% of eligible pay into this tax-qualified plan for eligible employees, including NEOs. Nonqualified Deferred Compensation Program. Under the Nonqualified Deferred Compensation program (the NQDC), eligible employees in the U.S., including our NEOs, 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 a manner that generally mirrors 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, and in the past permitted similar Clorox contributions through a cash-balance restoration provision. The NQDC program includes two plans:

  234. Annual Incentive Financial Goals (in millions)

    | • | The 2005 NQDC Plan contained the cash-balance restoration provision and no longer accepts employee deferrals or employer contributions. |

  235. Annual Incentive Financial Goals (in millions)

    | • | The 2011 NQDC Plan contains the 401(k) restoration provision and is active for both employee deferrals and employer contributions. |

  236. Annual Incentive Financial Goals (in millions)

    Both plans include an array of investment options that generally mirror the 401(k) Plan, and participants may change their investment elections at will. Executive Retirement Plan. Only select senior executives, including our NEOs, 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. 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 business continuity through retention incentives. 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. See the Potential Payments Upon Termination or Change in Control section for additional information. Perquisites We provide our NEOs and other executives with limited benefits competitive with our compensation peer group and consistent with our overall executive compensation program: an executive health program (including a fitness allowance, reimbursement for concierge executive health services, an annual executive physical exam, and a multi-cancer screening test), a car allowance or company car, paid parking at our headquarters, and financial planning services. These perquisites are beneficial to Clorox because they enable our NEOs to proactively and comprehensively manage their health, work more efficiently, and optimize the value received from our compensation and benefits programs. To enhance productivity for the CEO and in the interests of safety and security, Clorox allows our CEO limited use of our corporate aircraft subscription for personal reasons. Ms. Rendle is taxed on the value of any personal use according to the relevant rules of the Internal Revenue Code. In the event Ms. Rendle is accompanied by a family member for personal travel or business travel according to our travel policy, the value of the family member’s usage is also taxed. We do not provide tax gross-ups for imputed income attributable to personal use. We also provide security services to our CEO, which are based on an assessment of risk by a third party and which we believe are for Clorox’s benefit. SEC rules require that certain security costs be reported as perquisites, and the aggregate incremental cost of these services is included in the “All Other Compensation” column of the Summary Compensation Table.

  237. Annual Incentive Financial Goals (in millions)

    | The Clorox Company 2026 Proxy Statement > Compensation Discussion and Analysis | 59 | |

  238. Annual Incentive Financial Goals (in millions)

    The Management Development and Compensation Committee Report As detailed in its charter, the MDCC oversees Clorox’s executive compensation program and policies. As part of this function, the MDCC discussed and reviewed with management the CD&A. Based on this discussion and review, we have recommended to the Board inclusion of this CD&A in the proxy statement. THE MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE as of June 30, 2026:

  239. Annual Incentive Financial Goals (in millions)

    | | | | | | Russell J. Weiner, Chair | Esther Lee | A.D. David Mackay | Christopher J. Williams |

  240. Annual Incentive Financial Goals (in millions)

    Compensation Committee Interlocks and Insider Participation Messrs. Weiner, Mackay, Williams, and Spencer Fleischer and Ms. Lee each served as a member of the MDCC during all or part of fiscal year 2026. None of the members was an officer or employee of Clorox or any of its subsidiaries during fiscal year 2026 or in any prior fiscal year. No executive officer of Clorox served on the Board or compensation committee of any other entity that has or had one or more executive officers who served as a member of the Board or MDCC during fiscal year 2026.

  241. Annual Incentive Financial Goals (in millions)

    | The Clorox Company 2026 Proxy Statement > Executive Compensation Tables | 60 | |

  242. Annual Incentive Financial Goals (in millions)

    Executive Compensation Tables SUMMARY COMPENSATION TABLE The following table sets forth compensation earned, paid, or awarded to our NEOs for the three most recent fiscal years. Clorox did not provide bonuses or stock option awards to any NEOs in the three most recent fiscal years.

  243. Annual Incentive Financial Goals (in millions)

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Stock Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Linda Rendle Chair and Chief Executive Officer (CEO) | 2026 | 1,344,231 | 10,699,895 | 1,202,850 | — | 753,484 | 14,000,460 | | | 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 | | Luc Bellet EVP and Chief Financial Officer (CFO) | 2026 | 751,923 | 6,299,808 | 410,400 | — | 204,483 | 7,666,614 | | | 2025 | 514,776 | 1,599,673 | 362,301 | — | 145,546 | 2,622,296 | | Chris Hyder EVP and Chief Operating Officer | 2026 | 713,462 | 6,249,743 | 390,457 | — | 217,582 | 7,571,244 | | | 2025 | 669,231 | 2,999,203 | 486,000 | — | 211,934 | 4,366,368 | | Kirsten Marriner EVP and Chief Administrative Officer | 2026 | 744,231 | 4,899,857 | 364,500 | — | 235,070 | 6,243,658 | | | 2025 | 699,904 | 2,149,699 | 500,230 | — | 244,846 | 3,594,679 | | | 2024 | 689,999 | 1,999,903 | 573,750 | — | 274,901 | 3,538,553 | | Angela Hilt EVP and Chief Legal & External Affairs Officer and Corporate Secretary | 2026 | 746,538 | 4,699,847 | 344,250 | 10,480 | 228,489 | 6,029,604 | | | 2025 | 696,404 | 2,149,699 | 477,730 | 6,079 | 228,352 | 3,558,264 | | | 2024 | 640,005 | 1,999,903 | 546,000 | 6,811 | 260,232 | 3,452,951 |

  244. Annual Incentive Financial Goals (in millions)

    | | Linda Rendle | Luc Bellet | Chris Hyder | Kirsten Marriner | Angela Hilt | | 2011 Nonqualified Deferred Compensation Plan | 2,130,254 | 74,654 | 289,631 | 652,929 | 311,392 | | Executive Retirement Plan | 829,445 | 35,678 | 57,827 | 318,570 | 134,183 | | Long-Term Incentive Plan | 9,129,323 | — | — | — | — |

  245. Annual Incentive Financial Goals (in millions)

    | | Linda Rendle | Luc Bellet | Chris Hyder | Kirsten Marriner | Angela Hilt | | 2011 Nonqualified Deferred Compensation Plan | 53,769 | 45,115 | 214,039 | 14,885 | 29,862 |

  246. Annual Incentive Financial Goals (in millions)

    | (4) Represents the portion of the 401(k) Plan employer match and annual employer contribution of up to 10% of eligible compensation in excess of IRC compensation limits, pursuant to the 401(k) restoration provision of the 2011 NQDC. These contributions are also reported in the Summary Compensation Table – All Other Compensation and are included under the caption “2011 Nonqualified Deferred Compensation Plan and Executive Retirement Plan” in footnote (6) to the Summary Compensation Table. |

  247. Annual Incentive Financial Goals (in millions)

    | (5) Earnings are based on an array of investment options that generally mirror the 401(k) Plan. Earnings vary based on participant investment elections. |

  248. Annual Incentive Financial Goals (in millions)

    | (6) Represents employer contributions under the Executive Retirement Plan. These contributions are also reported in the Summary Compensation Table – All Other Compensation and are included under the caption “2011 Nonqualified Deferred Compensation Plan and Executive Retirement Plan” in footnote (6) to the Summary Compensation Table. |

  249. Annual Incentive Financial Goals (in millions)

    | (7) Represents PSUs deferred, due to the NEO’s election, upon vesting during the last completed fiscal year (less tax withholding on the full vested value as of the vesting date), valued as of the last day of the fiscal year. For Ms. Rendle, the PSU grant was previously reported in the Summary Compensation Table in Clorox’s fiscal year 2023 proxy statement. |

  250. Annual Incentive Financial Goals (in millions)

    | (8) Represents the change in value of previously deferred PSUs, based on the fair market value of such PSUs on the last day of each of the last two fiscal years. |

  251. Annual Incentive Financial Goals (in millions)

    | The Clorox Company 2026 Proxy Statement > Executive Compensation Tables | 69 | |

  252. Annual Incentive Financial Goals (in millions)

    Overview of Nonqualified Deferred Compensation Plans Nonqualified Deferred Compensation Program Under the NQDC, participants may voluntarily defer receipt of up to 50% of base salary and up to 100% of annual incentive awards into the 2011 NQDC Plan. 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. Contributions on eligible compensation that exceed the IRC limits are contributed into a participant’s 2011 NQDC Plan account under the 401(k) restoration provision. Participants in the NQDC may elect to receive benefits from the 2011 NQDC Plan either in a lump sum or up to 15 annual payments upon a qualifying payment event. Remaining balances in the closed 2005 NQDC Plan are paid as a lump sum only, within 90 days after separation from service. Participants in the NQDC may choose from an array of investment crediting rates that generally mirror the investment fund options available in the 401(k) Plan. The NQDC uses the same benefit formulas, types of compensation to determine benefits, and vesting requirements as the 401(k) Plan. The responsibility to pay benefits under the NQDC is an unfunded and unsecured obligation of Clorox. Executive Retirement Plan Our executive officers are eligible to participate in the Executive Retirement Plan. Clorox makes an annual contribution into the plan of 5% of an eligible participant’s base salary plus annual incentive payment. Employer contributions vest over a three-year period. Individuals become eligible for retirement under the Executive Retirement Plan upon attainment of 20 years of service with Clorox or age 55 with 10 years of service with Clorox, at which time all balances vest in full and after which time new employer contributions are immediately vested. Executive Retirement Plan participants may elect distribution in a lump sum or up to 15 annual installments upon a qualifying payment event. Long-Term Incentive Plan Our executive officers are eligible to defer vested PSUs rather than receiving shares upon vesting. A distribution election is made at the same time as the deferral election, which is at least one year before the vesting date. Distribution may be elected as a lump sum or up to five annual installments, commencing upon separation from service (subject to a minimum of two years after the vesting date) or commencing between two to five years after the vesting date. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following table reflects the estimated amount of compensation payable to each of our NEOs upon termination of the NEO’s employment under various scenarios. The amounts in the table exclude earned amounts such as vested or accrued benefits. The amounts shown are calculated using an assumed termination date of the last business day of the most recently completed fiscal year (June 30, 2026) and the closing price of our common stock on that date ($95.44). Values for outstanding unvested stock awards include accrued unvested DEUs. Although the calculations are intended to provide reasonable estimates of the potential compensation payable upon termination, they are based on assumptions outlined in the footnotes of the table and may not represent the actual amount the NEO would receive if an eligible termination event were to occur. The table does not include compensation or benefits provided under plans or arrangements that are generally available to all salaried employees. Amounts reflected for change in control assume that each NEO is involuntarily terminated by Clorox without cause or voluntarily terminates for good reason within two years after a change in control.

  253. Annual Incentive Financial Goals (in millions)

    | The Clorox Company 2026 Proxy Statement > Executive Compensation Tables | 70 | |

  254. Annual Incentive Financial Goals (in millions)

    | Name and Benefits | Involuntary Termination Without Cause | Involuntary Termination After Change In Control | Resignation or Retirement | Disability or Death | | Linda Rendle Cash Payment | 8,268,750(1) | 12,960,000(2) | —(3) | —(4) | | Stock Options | 934,896(5) | 934,896(6) | 934,896(5) | 934,896(7) | | Restricted Stock Units | 6,517,502(8) | 6,517,502(9) | 6,517,502(8) | 6,517,502(9) | | Performance Share Units | 12,563,722(10) | 12,563,722(11) | 12,563,722(10) | 12,563,722(12) | | Health & Welfare Benefits | 48,310(13) | 72,465(14) | — | — | | Financial Planning | — | 19,965(15) | — | — | | Total Estimated Value | 28,333,180 | 33,068,550 | 20,016,120 | 20,016,120 | | Luc Bellet Cash Payment | 2,090,000(16) | 3,800,000(17) | —(3) | —(4) | | Stock Options | —(5) | —(6) | —(5) | 8,391(7) | | Restricted Stock Units | 4,019,742(8) | 5,149,561(9) | — | 5,149,561(9) | | Performance Share Units | — | 1,927,411(11) | — | 1,927,411(12) | | Health & Welfare Benefits | 48,310(13) | 48,310(14) | — | — | | Financial Planning | — | 19,965(15) | — | — | | Total Estimated Value | 6,158,052 | 10,945,247 | — | 7,085,363 | | Chris Hyder Cash Payment | 2,400,000(16) | 4,000,000(17) | —(3) | —(4) | | Stock Options | 160,819(5) | 160,819(6) | 160,819(5) | 160,819(7) | | Restricted Stock Units | 5,521,013(8) | 5,521,013(9) | 1,501,271(8) | 5,521,013(9) | | Performance Share Units | 2,722,521(10) | 2,722,521(11) | 2,722,521(10) | 2,722,521(12) | | Health & Welfare Benefits | 48,310(13) | 48,310(14) | — | — | | Financial Planning | — | 19,965(15) | — | — | | Total Estimated Value | 10,852,663 | 12,472,628 | 4,384,611 | 8,404,353 | | Kirsten Marriner Cash Payment | 2,175,000(16) | 3,525,000(17) | —(3) | —(4) | | Stock Options | 269,721(5) | 269,721(6) | 269,721(5) | 269,721(7) | | Restricted Stock Units | 3,983,570(8) | 3,983,570(9) | 1,471,208(8) | 3,983,570(9) | | Performance Share Units | 2,810,994(10) | 2,810,994(11) | 2,810,994(10) | 2,810,994(12) | | Health & Welfare Benefits | 48,310(13) | 48,310(14) | — | — | | Financial Planning | — | 20,000(15) | — | — | | Total Estimated Value | 9,287,595 | 10,657,595 | 4,551,923 | 7,064,285 | | Angela Hilt Cash Payment | 2,137,500(16) | 3,412,500(17) | —(3) | —(4) | | Stock Options | 172,219(5) | 172,219(6) | 172,219(5) | 172,219(7) | | Restricted Stock Units | 3,913,708(8) | 3,913,708(9) | 1,401,346(8) | 3,913,708(9) | | Performance Share Units | 2,717,272(10) | 2,717,272(11) | 2,717,272(10) | 2,717,272(12) | | Health & Welfare Benefits | 42,952(13) | 42,952(14) | — | — | | Financial Planning | — | 19,965(15) | — | — | | Total Estimated Value | 8,983,651 | 10,278,616 | 4,290,837 | 6,803,199 |

  255. Annual Incentive Financial Goals (in millions)

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

  256. Annual Incentive Financial Goals (in millions)

    | The Clorox Company 2026 Proxy Statement > Executive Compensation Tables | 71 | |

  257. Annual Incentive Financial Goals (in millions)

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

  258. Annual Incentive Financial Goals (in millions)

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

  259. Annual Incentive Financial Goals (in millions)

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

  260. Annual Incentive Financial Goals (in millions)

    | (5) For Mses. Rendle, Marriner, and Hilt and Mr. Hyder, who are eligible for retirement under the terms of their option awards, this amount represents the expected value of continued vesting of all outstanding stock options and assumes a five-year expected life or the remaining original term, whichever is shorter. For Mr. Bellet, this amount represents the intrinsic value of vested stock options at termination, based on the provision that plan participants who are not eligible for retirement may exercise stock options within 90 days of termination, calculated as the difference between the fiscal year end closing Clorox common stock price and the exercise price for each option (zero if the options are underwater). |

  261. Annual Incentive Financial Goals (in millions)

    | (6) For Mses. Rendle, Marriner, and Hilt and Mr. Hyder, who are eligible for retirement under the terms of their option awards, this amount represents the expected value of accelerated vesting of all outstanding stock options and assumes a five-year expected life or the remaining original term, whichever is shorter. For Mr. Bellet, this amount represents the intrinsic value of accelerated vesting of all outstanding stock options, based on the provision that plan participants who are not eligible for retirement may exercise stock options within 90 days of termination, calculated as the difference between the fiscal year end closing Clorox common stock price and the exercise price for each option (zero if the options are underwater). |

  262. Annual Incentive Financial Goals (in millions)

    | (7) For Mses. Rendle, Marriner, and Hilt and Mr. Hyder, who are eligible for retirement under the terms of their option awards, this amount represents the expected value of accelerated vesting of all outstanding stock options upon the NEO’s termination of employment due to disability or death and assumes a five-year expected life or the remaining original term, whichever is shorter. For Mr. Bellet, this amount represents the expected value of accelerated vesting of all outstanding stock options, based on the provision that plan participants who are not eligible for retirement may exercise stock options within one year of death or disability, calculated as the difference between the fiscal year end closing Clorox common stock price and the exercise price for each option. |

  263. Annual Incentive Financial Goals (in millions)

    | (8) Mses. Rendle, Marriner, and Hilt and Mr. Hyder are eligible for retirement under the terms of their annual stock awards, meaning all unvested annual RSUs held longer than six months will continue to vest after termination. NEOs who are not eligible for retirement forfeit RSUs upon termination under this scenario. Additionally, the retention awards granted in connection with the expected CEO transition will continue to vest after involuntary termination without cause. This amount represents the expected value of the continued vesting of such annual and retention RSUs (in the case of annual RSUs, only for those NEOs who are eligible for retirement). |

  264. Annual Incentive Financial Goals (in millions)

    | (9) This amount represents the value of accelerated vesting of RSUs upon change in control, disability, or death, including RSUs from the retention awards granted in connection with the expected CEO transition. |

  265. Annual Incentive Financial Goals (in millions)

    | (10) Mses. Rendle, Marriner, and Hilt and Mr. Hyder are eligible for retirement under the terms of their annual stock awards, meaning all unvested annual PSUs held longer than six months will continue to vest after termination. This amount represents the expected value of such PSUs, assuming target payout and valued at the closing price of Clorox common stock as of fiscal year end. The actual payout of outstanding PSUs will not be determined until after the end of each applicable performance period. NEOs who are not eligible for retirement forfeit PSUs upon termination under these scenarios. |

  266. Annual Incentive Financial Goals (in millions)

    | (11) PSUs will vest based on actual performance through the date of the change in control. This amount assumes target payout and is valued at the closing price of Clorox common stock as of fiscal year end. |

  267. Annual Incentive Financial Goals (in millions)

    | (12) Upon termination for death or disability, all unvested PSUs will vest immediately. This amount represents the value of accelerated vesting of PSUs upon death or disability, assuming a target payout and valued at the closing price of Clorox common stock as of fiscal year end. The actual payout will be determined after the end of each applicable performance period, based on actual performance. |

  268. Annual Incentive Financial Goals (in millions)

    | (13) This amount represents the estimated cost to Clorox of providing a lump-sum cash payment in lieu of continuing welfare benefits, including medical, dental, and vision, for the two-year period following termination. The value is calculated using the cost of welfare benefits coverage elected by each NEO as of the end of the fiscal year, including zero value for declined coverage where applicable. |

  269. Annual Incentive Financial Goals (in millions)

    | (14) This amount represents the estimated cost to Clorox of providing a lump-sum cash payment in lieu of continuing welfare benefits, including medical, dental, and vision, for the two-year period (three-year period for Ms. Rendle) following a qualifying termination after a change in control. The value is calculated using the cost of welfare benefits coverage elected by each NEO as of the end of the fiscal year, including zero value for declined coverage where applicable. |

  270. Annual Incentive Financial Goals (in millions)

    | (15) This amount represents the cost of providing financial planning for the year of termination. The value is calculated using the current vendor fee or reimbursement limit, based on which benefit each NEO elected as of the end of the fiscal year. |

  271. Annual Incentive Financial Goals (in millions)

    | (16) This amount reflects two times the NEO’s current base salary. In addition, for Mr. Hyder and Mses. Marriner and Hilt, who are eligible for retirement under the AIP, this amount includes 100% of their current year target AIP award, prorated to the date of termination. For Mr. Bellet, this amount includes 75% of his current year target AIP award, prorated to the date of termination. However, all AIP-eligible employees active as of June 30 are eligible to receive an annual incentive award for the full fiscal year. Since the assumed termination date for purposes of this table is as of fiscal year end, all employees would be eligible for a full AIP award, regardless of retirement eligibility. |

  272. Annual Incentive Financial Goals (in millions)

    | (17) This amount represents two times the NEO’s current base salary, plus two times the target AIP award, subject to the excise tax cut back provision in the CIC Plan. For Mr. Hyder and Mses. Marriner and Hilt, who are eligible for retirement under the AIP, this amount also includes 100% of their current year target AIP award, prorated to the date of termination. For Mr. Bellet, this amount includes the target AIP award, prorated to the date of termination. However, all AIP-eligible employees active as of June 30 are eligible to receive an annual incentive award for the full fiscal year. Since the assumed termination date for purposes of this table is as of fiscal year end, all employees would be eligible for a full AIP award, regardless of retirement eligibility. |

  273. Annual Incentive Financial Goals (in millions)

    | The Clorox Company 2026 Proxy Statement > Executive Compensation Tables | 72 | |

  274. Annual Incentive Financial Goals (in millions)

    Potential Payments Upon Termination 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 the Outstanding Equity Awards at Fiscal Year-End, Option Exercises and Stock Vested, Pension Benefits, and Nonqualified Deferred Compensation tables. Involuntary Termination Without Cause. Under 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 the NEO voluntarily resigns or retires or if Clorox terminates the NEO’s employment for cause (see below for Voluntary Termination (Resignation), Termination Due to Retirement, and Termination for Misconduct). 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:

  275. Annual Incentive Financial Goals (in millions)

    | • | A lump-sum severance payment after termination equal to two times the NEO’s then-current base salary—or, in the case of the CEO, the sum of (i) two times the CEO’s base salary and (ii) two times 75% of the CEO’s target annual AIP award— for the fiscal year of termination. |

  276. Annual Incentive Financial Goals (in millions)

    | • | A lump-sum payment equal to 75%—or, in the case of the CEO, 100%—of the NEO’s AIP award for the fiscal year of termination, prorated to the date of termination. The AIP award calculation uses the actual Company Multiplier for the fiscal year in which the NEO is terminated and is paid after the end of the fiscal year at the same time AIP awards are paid to active employees. |

  277. Annual Incentive Financial Goals (in millions)

    | – | 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. |

  278. Annual Incentive Financial Goals (in millions)

    | • | A lump-sum cash payment in lieu of continued participation in our medical, vision, and dental insurance programs for active employees, representing the value of the monthly employer contribution toward those benefits in which the NEO was enrolled at termination, times 24 months. |

  279. Annual Incentive Financial Goals (in millions)

    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 Related to Change in Control. Under the CIC Plan, executive officers are eligible for change in control severance benefits, subject to the execution of a waiver and release, if they are terminated without cause or resign for good reason as defined under the CIC Plan during (i) the two-year period following a change in control or (ii) a period of up to one year prior to the change in control in limited circumstances where the executive officer’s termination is directly related to or in anticipation of a change in control. Severance benefits under the CIC Plan include:

  280. Annual Incentive Financial Goals (in millions)

    | • | A lump-sum severance payment after termination equal to two times—or, in the case of the CEO, three times—the sum of (a) the NEO’s base salary and (b) target annual AIP award for the fiscal year of termination. |

  281. Annual Incentive Financial Goals (in millions)

    | • | A lump-sum payment equal to 100% of the NEO’s target AIP award for the fiscal year of termination, prorated to the date of termination. |

  282. Annual Incentive Financial Goals (in millions)

    | • | A lump-sum cash payment in lieu of continued participation in our medical, vision, and dental insurance programs for active employees, representing the value of the monthly employer contribution toward those benefits in which the NEO was enrolled at termination, times 24 months—or, in the case of the CEO, 36 months. |

  283. Annual Incentive Financial Goals (in millions)

    | • | A lump-sum payment equal to the employer contributions that would have been made to the NEO’s qualified and nonqualified retirement plan accounts had the NEO’s employment continued for an additional two years (assuming compensation in effect immediately prior to the termination date and employer contributions to the qualified and nonqualified retirement plans equal to the average of such contributions for the three years immediately preceding the termination date or, if higher, the three years immediately preceding the change in control). |

  284. Annual Incentive Financial Goals (in millions)

    | • | Vesting of all unvested balances in the qualified and nonqualified retirement plans. |

  285. Annual Incentive Financial Goals (in millions)

    | • | Vesting of all outstanding stock awards granted prior to the change in control. |

  286. Annual Incentive Financial Goals (in millions)

    | • | Continued financial planning services for the year of termination. |

  287. Annual Incentive Financial Goals (in millions)

    | • | For purposes of determining eligibility for retiree benefits, the NEO will be considered to have remained employed for an additional two years—or, in the case of the CEO, three years— following the termination date. |

  288. Annual Incentive Financial Goals (in millions)

    | The Clorox Company 2026 Proxy Statement > Executive Compensation Tables | 73 | |

  289. Annual Incentive Financial Goals (in millions)

    The CIC Plan provides for an excise tax cutback such that the excise tax under Sections 280G and 4999 of the IRC would not apply, unless the executive officer would receive a greater amount of severance benefits on an after-tax basis without a cutback, in which case the cutback would not apply. The CIC Plan permits the MDCC to make changes to the CIC Plan adverse to covered executives with 12 months’ advance notice. If a change in control of Clorox occurs during that 12-month period, then such changes would not become effective. Each participant under the CIC Plan is subject to certain restrictive covenants including confidentiality and non-disparagement provisions and a non-solicitation and non-diversion of business provision during the term of their employment and for two years thereafter. “Cause” is generally defined as (i) willful and continued failure to substantially perform duties upon written demand or (ii) willful engagement in illegal conduct or gross misconduct materially and demonstrably injurious to Clorox. A termination for cause requires a vote of 75% of the Board at a meeting after notice to the executive officer has been given and the executive officer has had an opportunity to be heard. “Good Reason” is generally defined as (i) an assignment of duties inconsistent in any material respects with the executive officer’s position (including offices and reporting requirements), authority, duties, or responsibilities (ii) any failure to substantially comply with, or any reduction by Clorox in, any of the material provisions of compensation plans, programs, agreements, or arrangements as in effect immediately prior to the change in control, including any material reduction in base salary, cash incentive compensation target opportunity, stock compensation opportunity in the aggregate, or employee benefits or perquisites in the aggregate, (iii) relocation of principal place of employment that increases the executive officer’s commuting distance by more than 35 miles, (iv) termination of employment by Clorox other than as expressly permitted by the CIC Plan, or (v) failure of a successor company to assume the CIC Plan. 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, if otherwise eligible based on the provisions of the respective plans. Under the terms of the AIP applicable to all employees, 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 of retirement. Under the terms of the LTI plan applicable to all employees, except as specifically noted below, 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, as follows:

  290. Annual Incentive Financial Goals (in millions)

    | • | 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 original expiration date, whichever is earlier. |

  291. Annual Incentive Financial Goals (in millions)

    | • | 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. |

  292. Annual Incentive Financial Goals (in millions)

    | • | Under a retirement provision only applicable to CEC members, 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. |

  293. Annual Incentive Financial Goals (in millions)

    Under the terms of the Executive Retirement Plan applicable to all participants, a NEO who is at least age 55 with 10 years of service or who has 20 years of service regardless of age is immediately vested in all outstanding and future employer contributions to the plan. Additionally, a retirement eligible NEO will receive a prorated employer contribution to the Executive Retirement Plan for the calendar year of retirement. Under a special arrangement for Ms. Marriner, retirement is defined as at least six years of service as a CEC member. Ms. Marriner met this definition in March 2022, and as a result is eligible for retirement treatment under AIP, LTI program, and Executive Retirement Plan. Voluntary Termination (Resignation). 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 and all unvested stock options, RSUs, and PSUs are forfeited. Previously vested stock options remain exercisable for 90 days after resignation or until the expiration date, whichever is earlier.

  294. Annual Incentive Financial Goals (in millions)

    | The Clorox Company 2026 Proxy Statement > Executive Compensation Tables | 74 | |

  295. Annual Incentive Financial Goals (in millions)

    Termination Due to Disability. 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 (i) a pro rata portion of the AIP award for the fiscal year of termination and (ii) a pro rata portion of the 6% annual employer contribution to the 401(k) Plan for the calendar 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 original expiration date, whichever is earlier. All PSUs will vest in full and will be paid out at the end of the relevant performance period based on the actual level of performance achieved during that period. Under Clorox’s policy applicable to all employees, a NEO who on the date of termination due to disability meets the definition of retirement eligibility under any compensation or benefit plan with retirement-related benefits is eligible to receive “better of” benefits under the disability treatment or the retirement treatment. Termination Due to Death. 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 employer contribution to the 401(k) Plan for the calendar 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 original expiration date, whichever is earlier. All PSUs will vest in full 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 for Misconduct. Clorox may terminate a NEO’s employment for misconduct at any time without notice. Upon termination for misconduct, a NEO is not entitled to payment under the Severance Plan or the CIC Plan, or 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, and any retirement-related benefits a NEO would normally receive related to LTI awards, are forfeited upon termination for misconduct. “Misconduct” is defined in the Severance Plan and means any act or omission by 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; (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) engages in any conduct materially detrimental to the Company, including, but not limited to, the name, business interests or corporate, brand, business or other reputation of the Company.

  296. Annual Incentive Financial Goals (in millions)

    | The Clorox Company 2026 Proxy Statement > Executive Compensation Tables | 75 | |

  297. Annual Incentive Financial Goals (in millions)

    Fiscal Year 2026 PEO Pay Ratio Under rules adopted by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the Dodd-Frank Act), we are required to disclose the ratio of the annual total compensation of our Principal Executive Officer (PEO) to the annual total compensation of our median compensated employee. We calculated annual total compensation for that employee using the same methodology we use for our NEOs as set forth in the Summary Compensation Table in this proxy statement.

  298. Annual Incentive Financial Goals (in millions)

    | • | Total compensation for our median compensated employee was $83,267. |

  299. Annual Incentive Financial Goals (in millions)

    | • | Our PEO to median compensated employee pay ratio is 168:1. |

  300. Annual Incentive Financial Goals (in millions)

    | Year(1,2) | Summary Compensation Table Total for PEO | Compensation Actually Paid(3) to PEO | 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) | | | | FY26 | 14,000,460 | 2,644,733 | 6,877,780 | 4,825,027 | 62.92 | 116.70 | 601 | 397 | | FY25 | 13,333,032 | 10,448,800 | 5,213,747 | 4,256,244 | 75.71 | 122.13 | 824 | 756 | | FY24 | 12,685,308 | 6,227,375 | 4,019,223 | 2,218,829 | 83.30 | 124.89 | 292 | 573 | | FY23 | 11,649,650 | 19,409,637 | 4,049,242 | 5,532,135 | 93.86 | 111.99 | 161 | 397 | | FY22 | 8,534,808 | 7,087,568 | 3,199,457 | 2,503,719 | 80.59 | 105.43 | 471 | 282 |

  301. Annual Incentive Financial Goals (in millions)

    | (1) CAP definition of pension benefits is equal to service cost during the fiscal year. During fiscal year 2026, service cost was zero. |