The Clorox Company
10/04/2024 | Press release | Distributed by Public on 10/04/2024 14:17
Proxy Statement - Form DEF 14A
The Clorox Company DEF 14A
In May 2022, the Company issued $1,100 in senior notes, which included $500 of senior notes with an annual fixed interest rate of 4.40%, payable semi-annually in May and November, final maturity in May 2029 that carry an effective rate of 3.89% (May 2029 senior notes), which includes the impact from the settlement of interest rate contracts in May 2022, and $600 of senior notes with an annual fixed rate of 4.60%, payable semi-annually in May and November, final maturity in May 2032
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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| ☐ | Preliminary Proxy Statement |
| ☐ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
The Clorox Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
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| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| The Clorox Company 2024 Proxy Statement> Letter from Our Board Chair and Chief Executive Officer | 1 | |
|
Letter from Our Board Chair and |
Dear Fellow Shareholders,
This past year has been both challenging and inspiring, as Clorox navigated significant market and operational hurdles. The cyberattack we experienced in August 2023 tested our resilience and disrupted our operations, but it also underscored the importance of our commitment to robust risk management and cybersecurity practices. Despite these challenges, we achieved another year of double-digit adjusted earnings per share growth while investing strongly in our brands.
While there is still more work to do, we are in a position of operational strength as we continue to execute our transformation and focus on delivering superior consumer experiences that win in the market.
Here are some highlights from the past fiscal year:
| • | Fuel Growth: We delivered on our hallmark cost-savings program and made strong progress on our commitment to rebuild margins to pre-pandemic levels, supported by our new integrated, holistic margin management toolbox, which enhances our ability to fuel growth. |
| • | Innovate Experiences:Innovation is the foundation for success, and we are leveraging data, technology and artificial intelligence in new ways to accelerate our pipeline. Building off existing product platforms, we launched innovation across all our major brands. We also achieved our 2025 goal of knowing 100 million consumers, allowing us to deliver more personalized experiences and deepen engagement to deliver stronger marketing return on investment and support our value superiority ratings. |
| • | Reimagine Work:We successfully completed the implementation of our streamlined operating model, helping us become more consumer obsessed, faster and leaner, and expect to deliver ongoing cost savings of about $100 million annually. We also completed the first wave of our new enterprise resource planning system implementation, which is a key part of our five-year program to invest in technologies and processes to accelerate our digital transformation. |
| • | Evolve Portfolio:We are evolving our portfolio to strengthen our core, exemplified by our recent divestitures. This reflects our commitment to reduce volatility and accelerate sales growth as well as structurally improve our margin in service of driving more consistent and profitable growth over time. |
This past fiscal year, we also continued to make progress on our integrated ESG goals to drive growth, mitigate risk and create positive value for our brands and stakeholders. I encourage you to read more about our progress against our IGNITE strategy in our 2024 integrated annual report.
In January 2024, I assumed the role of Board chair and continue to work closely with Matthew Shattock, who assumed the role of lead independent director, and the full Board to oversee and guide the Company's strategic direction, key priorities and risk management. As the Company continues to transform and evolve to meet market and consumer demands, we remain committed to actively refreshing the Board with directors who can add experience and fresh perspective to our composition through skills relevant to our corporate strategy. Accordingly, the Board has nominated Stephen Bratspies and Pierre Breber as director candidates, in light of their extensive experience and expertise that align with the Company's strategy and priorities.
We have been purposeful and balanced in our actions, leaning on our IGNITE strategy to execute through every challenge. Led by our values of doing the right thing, putting people at the center and playing to win, we are taking the right steps to navigate the near term while staying true to our goal of being a stronger and more resilient company. I am confident in our ability to deliver more consistent, profitable growth and enhance long-term shareholder value.
Thank you for your continued support.
Linda Rendle
| The Clorox Company 2024 Proxy Statement>Letter from Our Lead Independent Director | 2 | |
|
Letter from Our |
Dear Fellow Shareholders,
As Clorox's lead independent director, on behalf of the Board, I would like to thank you for your continued trust and support in the Company and commitment to its vision and purpose. The Company entered fiscal year 2024 with strong momentum but soon faced a challenging macroeconomic environment and operational complexity in the aftermath of our August 2023 cyberattack. Thanks to the Clorox executive team and their steadfast execution, and the tireless efforts of its employees, the Company quickly restored operations and fully rebuilt supply and distribution. During the fiscal year, Clorox also made strong progress in evolving its portfolio to accelerate profitable growth and advanced its transformational initiatives.
Effective Board Leadership
The Board believes that it is in the best interests of the Company and its shareholders for the Board to have the flexibility to determine whether to separate or combine the role of chair, which the Board elects on an annual basis, and the role of chief executive officer. Effective January 1, 2024 the Board elected CEO Linda Rendle as Board chair. Concurrently, I was elected lead independent director. At Clorox, the role of lead independent director is robust and has significant authority, with the duties as set forth in this proxy statement on pg 26. These changes were made with careful consideration by the Board, reflecting our commitment to maintaining continuity and stability in our governance. With Linda's long tenure at the Company and deep understanding of its business and strategy, combined with my prior chair experience and continued involvement as lead independent director, the Board continues to focus on guiding Clorox toward long-term sustainable growth and value creation for all our stakeholders.
Board Oversight and Corporate Governance
As stewards of your investment, the Board takes seriously its duty to represent your interests. In the last year, we have continued our oversight of the Company strategy and risk
management, including ESG risks and progress. The Company has also continued to evolve its enterprise risk management program to enhance coordination across functions and risk foresight and preparedness. As part of our responsibility to you, the Board continues to focus on fostering strong governance, promoting sound risk management practices, and providing oversight to support the Company in driving sustainable growth.
Board Refreshment and Succession Planning
We believe that a dynamic and diverse Board is essential to our success. As part of our commitment to strong governance, we continuously evaluate our Board composition to ensure we have the right mix of skills, experiences and perspectives to effectively oversee the Company. After a thoughtful selection process, we have nominated for election two new independent director nominees- Stephen Bratspies and Pierre Breber -who bring fresh insights and expertise that align with the Company's strategic priorities. We encourage you to vote for each of the Board's nominees. We would also like to recognize Amy Banse, Paul Parker and Kathryn Tesija, who are not standing for reelection. The Board would like to thank Amy, Paul and Kathryn for their years of service and the contributions that they have made to the Company. We wish them the best in the future.
In closing, we are deeply grateful for the trust you have placed in us. As we move forward, the Board remains steadfast in its commitment to fostering long-term value for you, our shareholders, and all of Clorox's stakeholders.
On behalf of the independent directors, thank you for your confidence and your support.
Matthew J. Shattock
| The Clorox Company 2024 Proxy Statement>Notice of Annual Meeting of Shareholders | 3 | |
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Notice of Annual Meeting |
The Clorox Company 1221 Broadway Oakland, California 94612 October 4, 2024 |
Agenda
| 1. | To elect the 11 director nominees named in the proxy statement; |
| 2. | To hold an advisory vote to approve executive compensation; |
| 3. | To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm of The Clorox Company (the Company or Clorox). |
Shareholders will also consider and act upon such other business as may properly come before the Annual Meeting or any adjournment or postponement.
| If you are a beneficial owner (you own shares through a broker, bank or other holder of record) and plan on attending, voting or asking questions at the Annual Meeting, you may need to pre-register with Computershare by 5:00 p.m. Eastern Time on November 15, 2024. Please see the Attending the Virtual Annual Meetingsection of this proxy statement on pg 86 for more information. |
You may also vote online by following the instructions provided on the meeting website during the Annual Meeting.
On or about October 4, 2024, we began mailing a Notice of Internet Availability of Proxy Materials (the Notice) to our shareholders informing them that our proxy statement, 2024 integrated annual report-executive summary, and voting instructions are available on the Internet.
Your vote is very important. Whether or not you plan to attend the virtual Annual Meeting, we encourage you to vote and submit your proxy in advance of the meeting by one of the methods described on pg 81-82. While you will not be able to attend the Annual Meeting at a physical location, we have designed the virtual Annual Meeting to ensure that our shareholders are given the same rights and opportunities to actively participate in the Annual Meeting as they would at an in-person meeting, using online tools to facilitate shareholder access and participation.
Even if you plan to attend the virtual Annual Meeting, we hope that you will read the proxy statement and vote your proxy by telephone, via the Internet, or by signing, dating, and returning the proxy card in the envelope provided.
By Order of the Board of Directors,
Angela Hilt
Executive Vice President-Chief Legal Officer &
Corporate Secretary
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During the Annual Meeting Visit meetnow.global/MYPFQZ4. Log in using the 15-digit control number included on the Notice, your printed proxy card, or the instructions that accompanied your proxy materials to access the meeting. How to Attend the Annual Meeting Visit meetnow.global/MYPFQZ4. Log in using the 15-digit control number included on the Notice, your printed proxy card, or the instructions that accompanied your proxy materials to access the meeting. |
| The Clorox Company 2024 Proxy Statement>Notice of Annual Meeting of Shareholders | 4 | |
Electronic Delivery of Proxy Materials
We encourage our shareholders to enroll in voluntary e-delivery of future proxy materials. We believe that this process expedites shareholders' receipt of these materials, lowers the costs of our Annual Meeting and reduces the environmental impact of mailing printed copies.
If you are a Registered Shareholder (you own shares in your own name through our transfer agent, Computershare Trust Company, N.A.): visit www.computershare.com and log into your account to enroll.
If you are a Beneficial Owner (you own shares through a broker, bank or any other account): If you hold shares beneficially, please follow the instructions provided to you by your broker, bank, trustee or nominee.
If you have questions about how to vote your shares, or need additional assistance, please contact Innisfree M&A Incorporated, who is assisting us in the solicitation of proxies:
501 Madison Avenue, 20th Floor
New York, New York 10022
Shareholders may call toll-free at (877) 750-9499
Banks and brokers may call collect at (212) 750-5833
| The Clorox Company 2024 Proxy Statement>Table of Contents | 5 | |
Table of Contents
| Proxy Summary | 6 |
| Our Company | 11 |
| Board of Directors | 14 |
| Proposal 1: Election of Directors | 14 |
| Corporate Governance and Board Matters | 29 |
| Executive Officers | 39 |
| Stock Ownership Information | 40 |
| Executive Compensation | 42 |
| Proposal 2: Advisory Vote to Approve Executive Compensation | 42 |
| Compensation Discussion and Analysis | 43 |
| Executive Compensation Tables | 59 |
| Equity Compensation Plan Information | 77 |
| Audit Committee Matters | 78 |
| Proposal 3: Ratification of Independent Registered Public Accounting Firm | 78 |
| Information About the Virtual Annual Meeting | 81 |
| Attending the Virtual Annual Meeting | 86 |
| Submitting Questions for the Virtual Annual Meeting | 87 |
| Appendix A: Management's Discussion and Analysis of Financial Condition and Results of Operations | A-1 |
| Appendix B: GAAP to Non-GAAP Reconciliation of Economic Profit | B-1 |
| Frequently Requested Information | ||||
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Our Corporate Purpose and Values, IGNITE Strategy and Integrated ESG Approach |
12 | ESG Governance | 32 | |
| Our Director Nominees | 15 | Board Committees | 35 | |
| Director Skills & Experience | 22 | Summary Compensation Table | ||
| Director Diversity & Tenure | 24 | Fiscal Year 2024 | 59 | |
| Board Leadership Structure | 25 | Fiscal Year 2024 PEO Pay Ratio | 72 | |
| Board Risk Oversight | 29 | Fiscal Year 2024 Pay Versus Performance | 72 | |
| The Clorox Company 2024 Proxy Statement>Proxy Summary | 6 | |
Proxy Summary
This summary highlights information contained elsewhere in this proxy statement and does not contain all the information that you should consider. Please review the entire proxy statement before voting.
Voting Matters and Voting Recommendations
What's New This Year
We continued to enhance our disclosures and practices. Here are some highlights since our 2023 Annual Meeting of Shareholders.
| • | Clorox hosted a global town hall featuring four members of our board of directors (the Board). The town hall focused on leadership through transformation and featured our lead independent director Matthew Shattock, our Nominating, Governance, and Corporate Responsibility Committee (NGCRC) chair Esther Lee, Stephanie Plaines and Russell Weiner. The town hall took place at our Oakland corporate offices and was broadcasted to our offices and manufacturing facilities across the U.S. and globally. Employees were given the opportunity to ask questions and engage with our directors. |
| • | Building on the updates in fiscal year 2023, we made further enhancements to our enterprise risk management program that are designed to prioritize enterprise risks with a focus on actionable tasks-see Enterprise Risk Managementon pg 30 of this proxy statement. |
| • | The Board has nominated two new director candidates for election at the Annual Meeting. These two candidates were nominated by the Board after thoughtful consideration by our NGCRC of the Board's overall composition-please see the Director Candidate Evaluation and Nominationsection on pg 21 for more information on our selection process. See Our Director Nomineeson pg 15 and Director Skills & Experienceon pg 22 for more information on the extensive experience and skills that each new nominee brings to our Board. |
| The Clorox Company 2024 Proxy Statement>Proxy Summary | 7 | |
Our Director Nominees
The following table provides summary information about each director nominee as of the date of the Annual Meeting.
| * | The Board expects to appoint Mr. Bratspies and Mr. Breber to committees in 2024, subject to their election by shareholders to the Board. The Board has determined that Mr. Bratspies and Mr. Breber would qualify as audit committee financial experts and financially literate if appointed to the Audit Committee. |
| The Clorox Company 2024 Proxy Statement>Proxy Summary | 8 | |
Corporate Governance Strengths
| Board Structure and Independence | All of our director nominees are independent, except for our CEO | |
| Strong lead independent director with ability to call additional executive sessions of the independent directors, actively supervise meeting materials, agendas and schedules and, together with the MDCC and independent directors, monitor and evaluate the performance of the CEO | ||
| 100% independent Board committee members | ||
| Board Composition | Diverse Board with effective mix of skills, experiences, and perspectives | |
| Diverse Board committee leadership | ||
| Active Board refreshment-average Board tenure is approximately 5.6 years (as of the Annual Meeting date; assumes election of all director nominees) | ||
| Effective annual Board, Board committee, and individual director evaluation process | ||
| Majority voting and director resignation policy in uncontested director elections | ||
| Board Oversight | Robust processes for overseeing key enterprise risks, including further enhancements in fiscal year 2024 to enterprise risk assessment process | |
| Board receives regular updates on key ESG topics from management and internal and external experts and consultants | ||
| Strong Board and management succession planning process | ||
| Shareholder Rights and Accountability | Annual election of all directors | |
| Special meeting right for shareholders | ||
| Proxy access right for shareholders | ||
| Proactive shareholder engagement | ||
| Good Governance Practices | Robust code of conduct applicable to directors, officers and employees and annual training and certification process | |
| Rigorous stock ownership guidelines for directors and executives | ||
| Directors and officers prohibited from hedging our stock, and Section 16 insiders are prohibited from pledging our stock under our insider trading policy | ||
| Both our annual and long-term incentive plans include clawback provisions | ||
| ESG achievements are a component of the holistic assessment of our executives' performance in relation to compensation | ||
| The Clorox Company 2024 Proxy Statement>Proxy Summary | 9 | |
Executive Compensation Highlights
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Our incentive plan results reflect Company performance. Our short-term incentive plan paid out at target, reflecting both results versus goals and applicationof negative discretion by the MDCC. Our long-term incentive plan paid out above target, reflecting two years of strong results after a weaker first year of the three-year performance period. |
| 133% |
| Performance share units (PSUs) from our long-term incentive awards vesting in 2024 paid out at 133%. The performance-based award covering fiscal years 2022 through 2024 was measured based on economic profit (EP) growth during the three-year performance period, including one year of EP below our plan's performance threshold and two years of EP growth exceeding our plan's maximum performance level. |
| 100% |
| The Company multiplier for our short-term incentive for fiscal year 2024 was 100%. This result was driven by overdelivery of net earnings and gross margin, offset by softer net customer sales. |
| The Management Development and Compensation Committee continues to evolve our program. As we look ahead to fiscal year 2025, we remain committed to our pay for performance philosophy. The MDCC will continue to evaluate incentive plan changes based on the evolution of our competitive market and Clorox's long-term transformational business plan. |
| The Clorox Company 2024 Proxy Statement>Proxy Summary | 10 | |
Executive Compensation Framework
A substantial portion of our target total direct compensation for our executives is variable, with 90% of target compensation at risk for our CEO and 80% of target compensation at risk on average for our other named executive officers (NEOs). Base salary is the only fixed component of direct compensation.
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Component and Rationale |
CEO Proportion(1) |
NEO(2) Proportion(1) |
Performance Measures | Performance Period |
Characteristics |
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Base Salary Fixed pay to attract and retain talent, based on role, level of responsibilities, and individual performance. |
• N/A |
N/A |
Fixed cash |
||
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Annual Incentives Variable pay to incent and recognize performance in areas of short-term strategic importance. |
• Annual net sales (50%) • Net earnings (30%) • Gross margin (20%) • Individual performance goals |
One Year |
Performance- based cash |
||
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Long-Term Incentives Equity-based pay to incent and recognize performance in areas of long-term strategic importance, promote retention and stability, and align executives with shareholders. |
• Economic profit • Variation in underlying stock price due to overall business results |
Three Years |
PSUs and RSUs |
| (1) | Proportion represents the actual base salary, target annual incentive award, and grant date fair market value of annual long-term incentive awards granted in fiscal year 2024 (with PSUs measured at target). Percentages may not total 100% due to rounding. Refer to the Summary Compensation Tableon pg 59 for further details on actual compensation. |
| (2) | Represents the average of all NEOs active on June 30, 2024, other than the CEO. |
| The Clorox Company 2024 Proxy Statement>Our Company | 11 | |
| The Clorox Company 2024 Proxy Statement>Our Company | 12 | |
Corporate Purpose and Values
Clorox is led by our purpose: We champion people to be well and thrive every single day. We believe this helps us drive long- term value for our shareholders and other stakeholders. At the heart of our business success is a resolve to do this work while operating ethically and doing the right thing, putting people at the center and playing to win, which are encapsulated in our corporate values.
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Regardless of the external forces impacting our business, our corporate purpose and values guide our decision-making and are foundational in our relationship with our shareholders and other stakeholders. Our philosophy to operate ethically and do the right thing is reflected in our code of conduct-which applies to our Board |
members, employees and contractors-and our business partner code of conduct-which applies to our direct suppliers and other business partners. For more information on these codes and how we certify and monitor compliance, see the Codes of Conductsection of this proxy statement. | |
IGNITE Strategy and Integrated ESG Approach
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Clorox's IGNITE strategy-our long-term strategic plan to drive growth and create positive value for our brands, people, communities, shareholders and other stakeholders-includes both financial goals, as well as integrated ESG goals supported by strong governance. Our integrated annual report has been developed in alignment with voluntary third-party frameworks-specifically, Sustainability Accounting Standards Board (SASB) standards and the Task Force on Climate-Related Financial Disclosures (TCFD). We also disclose how our ESG priorities support specific U.N. Sustainable Development Goals. We encourage you to visit our ESG Data Hub |
at clorox.metrio.net and Clorox's website at thecloroxcompany.com/responsibility/, and to review our 2024 integrated annual report-executive summary for more detailed disclosures on our ESG progress in accordance with these frameworks. References in this proxy statement to, and any materials accessible through, our website are not incorporated by reference herein. This past fiscal year, Clorox continued to be recognized for its ESG efforts-including by Barron's in the top spot of its 100 Most Sustainable Companies in the U.S. list and the Environmental Protection Agency as an EPA Safer Choice Partner of the Year. Below are a few highlights from this past fiscal year. |
| The Clorox Company 2024 Proxy Statement>Our Company | 13 | |
| The Clorox Company 2024 Proxy Statement>Board of Directors | 14 | |
Board of Directors
Proposal 1: Election of Directors
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The Board, upon the recommendation of the NGCRC, has nominated the 11 people listed below for election at the Annual Meeting to serve until the 2025 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. All of the director nominees, except Stephen Bratspies and Pierre Breber, currently serve on the Board. As part of our ongoing, proactive efforts to implement effective corporate governance practices, the NGCRC examines the overall composition of the Board on an annual basis (or more frequently, if needed) to assess the skills and characteristics that are currently represented on the Board, as well as voting results in recent director elections, legislative and regulatory developments, corporate governance trends, and the skills and characteristics that the Board may find valuable in the future in light of the Company's strategic and anticipated business needs. Mr. Bratspies and Mr. Breber are being nominated by the Board for election by shareholders. In recruiting Mr. Bratspies and Mr. Breber, the NGCRC retained a search firm to help identify |
director prospects. The NGCRC reviewed and evaluated the qualifications of all candidates identified that were referred to them through this search process. Current directors Amy Banse, Paul Parker and Kathryn Tesija are not standing for re-election at the Annual Meeting. 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 11 persons since that is the total number of nominees. |
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Board's Recommendation
| The Board unanimously recommends a vote FOR each of the Board's 11 nominees for director listed below. The Board believes that each nominee listed below is highly qualified and has the background, skills, experience, and attributes that qualify each nominee to serve as a director of the Company. See each nominee's biographical information and the Director Nomination | and Evaluationsection 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. | |
Vote Required
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The Company's Amended and Restated Bylaws (the Bylaws) require each director to be elected by a majority of the votes cast with respect to such director in uncontested elections-the number of shares voted FOR a director must exceed the number of shares voted AGAINST that director. The people designated in the proxy and voting instruction card intend to vote your shares represented by proxy FOR the election of each of these nominees, unless you include instructions to the contrary. In the event any director nominee is unable to serve or for good cause will not serve, the individuals named as proxies may vote for a substitute nominee recommended by the Board, or the Board may reduce the size of the Board or leave a vacancy. |
Under the Company's Bylaws, any director who fails to be elected by a majority of the votes cast in an uncontested election must tender their resignation to the Board. The NGCRC would then make a recommendation to the Board as to whether to accept or reject the resignation, or whether other action should be taken. The Board would act on the NGCRC's recommendation and publicly disclose its decision and the rationale behind it within 90 days from the date the election results are certified. A director who tenders their resignation would not participate in the Board's decision. |
| The Clorox Company 2024 Proxy Statement>Board of Directors | 15 | |
Our Director Nominees
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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 Nominationsection. We also endeavor to have a Board that represents diverse perspectives |
and experiences and a range of qualifications, skills, and depth of experience in areas that are relevant to and contribute to the Board's oversight of the Company's strategy and business. Each director biography includes the key experiences and qualifications the director nominee brings to the Board that we believe are important to our business and structure and that the Board considered in determining to recommend that they be nominated for election. |
| The Clorox Company 2024 Proxy Statement>Board of Directors | 16 | |
| The Clorox Company 2024 Proxy Statement>Board of Directors | 17 | |
| The Clorox Company 2024 Proxy Statement>Board of Directors | 18 | |
| The Clorox Company 2024 Proxy Statement>Board of Directors | 19 | |
| The Clorox Company 2024 Proxy Statement>Board of Directors | 20 | |
| The Clorox Company 2024 Proxy Statement>Board of Directors | 21 | |
Director Candidate Evaluation and Nomination
The NGCRC engages in continuous Board succession planning and evaluation of Board composition, working closely with our Board in determining the skills, experiences, and characteristics desired for the Board as a whole and for its individual members, and also screening and recommending candidates for nomination by the full Board.
While the Board has not established any specific minimum qualifications that a potential nominee must possess, director candidates, including incumbent directors, are assessed based on criteria established by the NGCRC in light of the Company's long-term strategy, the skills and experience currently represented on the Board, legislative and regulatory developments, corporate governance trends, and any specific needs identified in the NGCRC's evaluation of Board composition, among other considerations. The NGCRC is responsible for recommending to the Board individuals to be selected as the Company's director candidates for election at the 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.
| 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 and social perspective | Diversity of thought, background and experience | |||
| Ability to effectively represent the long-term interests of our shareholders and other stakeholders |
The Board's approach to refreshment is robust, combining experience and continuity with fresh perspectives. The Board strongly believes that it is important to maintain Board continuity by including in its composition longer-tenured directors-who have institutional memory and have worked with different CEOs and management teams- along with middle-tenured directors and newer directors.
The NGCRC focuses on achieving the right balance of director experience, diversity and tenure in evaluating new director candidates and current directors for nomination. Further, the NGCRC carefully considers the ability of incumbent directors to continue to contribute to the Board and the Company's evolving needs, as part of the renomination process.
The Company's Corporate Governance Guidelines (Governance Guidelines) also provide that non-management directors whose personal circumstances change in a manner that affects their ability to contribute to the Company, including a change in their principal position, primary job responsibilities, or personal circumstances, must offer their resignation for the Board's consideration, to ensure that current directors are still qualified and have the capacity to perform their duties as a director, in light of other commitments.
The Board also has a Board Diversity Policy which requires the NGCRC and any search firm they utilize to include diverse candidates who meet the Board membership criteria set forth in the Governance Guidelines in any director candidate pool. See the Board Diversity Policysection of this proxy statement for more information.
| The Clorox Company 2024 Proxy Statement>Board of Directors | 22 | |
Shareholder Recommendations and Nominations of Director Candidates
The Company's Bylaws permit a shareholder or group of up to 20 shareholders who have owned at least 3% of the outstanding shares of the Company's common stock for at least three years to submit director nominees (up to 20% of the Board) for inclusion in the Company's proxy statement and form of proxy used in connection with the Annual Meeting. Notice of the nomination must be timely, and the shareholder and the nominee must satisfy the requirements specified in the Bylaws. Shareholders who wish to nominate directors for inclusion in the Company's proxy materials or directly at an annual meeting of shareholders in accordance with the procedures in our Bylaws should follow the instructions under the Shareholder Proposals and Director Nominations for the 2025 Annual Meetingsection of this proxy statement. The NGCRC evaluates all candidates for the Board in the same manner, including those recommended by shareholders.
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Director Skills & Experience The following matrix summarizes certain notable attributes and experiences of each director nominee. These attributes have been specifically identified by the NGCRC as being important in creating a diverse and well-rounded Board and aligned with the needs of the Company's IGNITE strategy and the integrated strategic choices under that strategy, encapsulated by the FIRE acronym: (1) Fuel growth, (2) Innovate experiences, (3) Reimagine work, and (4) Evolve portfolio. Read more about the FIRE strategic choices in the Our Companysection of this proxy statement. The matrix also links each director skill with the FIRE strategic choice of our IGNITE strategy that it supports, as well as the key Board responsibility of risk oversight. Having a well-rounded Board means that we have the skill composition to allow the Board to effectively oversee the Company's strategy, as well as risk management. This high-level summary is not intended to be an exhaustive list of each director nominee's contributions to the Board. |
| The Clorox Company 2024 Proxy Statement>Board of Directors | 23 | |
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BRAND-BUILDING/MARKETING Contributes important perspectives on growing organic sales and market share (including through innovation), building brand awareness and marketing to consumers in an ever-changing digital landscape |
RISK OVERSIGHT Supports the Board in oversight of the various risks facing the Company, including mechanisms to mitigate and manage those risks |
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RETAIL/CUSTOMER Provides insight on consumer and industry trends and customer engagement to support growth, innovation and expansion |
FINANCIAL/ACCOUNTING Supports the Board's ability to oversee the Company's financial reporting and compliance |
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PRODUCT/SUPPLY CHAIN Provides insights to continue to successfully develop and efficiently and cost-effectively manufacture products for our customers to satisfy consumer demand and preferences |
CPG/RELEVANT INDUSTRY Provides market and industry insights to advance all aspects of our IGNITE strategy |
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INNOVATION/DIGITAL/TECH Contributes knowledge and perspective on emerging technologies, the disruptive forces in our industry (including digital and e-commerce) and delivering on our strategic goal of innovating products and consumer experiences |
STRATEGIC TRANSFORMATION/M&A Provides perspective on the Company's strategic transformation initiatives, including digital transformation, new operating model, and M&A |
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OPERATIONAL Contributes strategic, operational and market insights that are critical to all aspects of the IGNITE strategy |
HUMAN CAPITAL/CULTURE Provides valuable perspective in talent acquisition, development and retention and fostering a corporate culture that helps to drive our IGNITE strategy |
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ESG EXPERIENCE Provides insights and perspective in executing toward our ESG goals as an integrated part of our IGNITE strategy |
REGULATORY Provides insight into navigating regulatory environments both in the U.S. and globally |
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CYBERSECURITY Supports effective oversight of our cybersecurity risk management |
INTERNATIONAL Supports key strategic decision-making and maximizing growth opportunities in our international markets |
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Director Continuing Education and New Director Orientation To enhance and expand on the key skills and experiences relevant to the Company's industry, we provide our directors with continuing education and presentations from both internal and external experts. In addition to the regular ESG updates it receives at each meeting, the full Board hosted a cybersecurity expert in fiscal year 2023 and engaged in discussions around the current landscape of global cybersecurity risks and the emerging regulatory environment for data protection, data privacy and cybersecurity in general, among other topics. |
Additionally, we encourage our directors to participate in external continuing director education programs. New directors also participate in comprehensive orientation sessions that provide them with a thorough understanding of their fiduciary duties as well as a robust overview of the Company's business and strategies, which allows new directors to begin making contributions to the Board at the start of their service. |
| The Clorox Company 2024 Proxy Statement>Board of Directors | 24 | |
Director Diversity & Tenure
*As of the Annual Meeting; assumes election of all director nominees.
As highlighted in our Governance Guidelines, the Board recognizes the importance of diversity for the varied perspectives it can bring to the boardroom. It actively seeks refreshment of the Board with directors from different backgrounds who can add unique value through skills highly relevant to our corporate strategy.
The Company and the Board both have a long-standing commitment to IDEA-which stands for inclusion, diversity, equity and allyship. This comes to life by increasing representation across the Company and fostering an inclusive environment where everyone can be their true self and do their best work. We believe this helps the Company attract and retain the best talent and leads to better development and execution of our business strategy. The Board considers the following attributes that reflect the Company's diverse stakeholders.|
• Diverse skills and perspectives |
• Professional experience • Age |
• Race • Ethnicity • Gender |
• Sexual identity • Cultural backgrounds |
The NGCRC assesses the effectiveness of these efforts by examining the overall composition of the Board, assessing how individual director candidates, including incumbent directors, can contribute to the overall success of the Board, and reviewing individual, committee, and Board evaluation results.
| We fundamentally believe that diversity leads to better outcomes for our business. We have also seen the value of different backgrounds, experience and perspectives during times of uncertainty when they have enabled us to be nimble and creative, and to step up to meet challenges. |
1Gender and ethnicity are self-reported by employees on a voluntary basis. To the extent employees do not report, their data will not be included in these figures. "Manager" is defined as an employee at Grade 26 through 31 for U.S. employees and Grade 25 through 31 for employees outside of the United States with regards to the Company's compensation structure.
| The Clorox Company 2024 Proxy Statement>Board of Directors | 25 | |
Board Diversity Policy
The Board views diversity as an important consideration in determining our optimal composition. The Board has a policy to consider diversity as part of our overall Board membership criteria.
The NGCRC has oversight of the implementation and delivery of the Board Diversity Policy, which guides and helps drive the Board's commitment to actively seek out diverse director candidates. This policy requires that our director candidate pools include women and people of color who meet the Board membership criteria set forth in our Governance Guidelines. The policy recognizes that in evaluating director candidates for the Board, the NGCRC considers many forms of diversity and whether the diversity of the Board is appropriately reflective of the diversity of the Company's stakeholders.
The Board believes this policy supports the Company's commitment to IDEA and its ability to adapt to ever-changing business and policy environments.
Board Leadership Structure
Board determination of leadership structure. The Company's Governance Guidelines provide the Board with the flexibility to determine the appropriate Board leadership structure of the Company. Maintaining flexibility on this structure allows the Board to choose the leadership structure that will best serve the interests of the Company and its shareholders at that particular time, taking into account the Company's current circumstances and anticipated needs, as well as market practices and investor feedback, among other things. Accordingly, over the years, the Board has had a variety of leadership structures.
Current Board leadership structure. The current Board leadership structure is comprised of a combined Board chair and CEO, a strong lead independent director, and independent Board committee chairs. The Board believes that this structure provides an effective balance between strong Company leadership and independent oversight for the management and oversight of the Company and is in the best interests of the Company and its shareholders today.
Combined role of chair and CEO. Effective January 1, 2024, the Board appointed Linda Rendle as chair and elected Matthew Shattock as lead independent director. In its determination to combine the chair and CEO roles, the Board took into consideration factors including: Ms. Rendle's knowledge of and experience with the Company; her leadership skills driving strategy in her current role as CEO; and the strong, independent Board providing oversight of risks and strategic direction. The Board believes that consolidating the roles of chair and CEO creates efficiencies, enhancing the Board's effectiveness in overseeing strategy and risk. As the Board member most closely connected to the business, the CEO is best positioned to identify key business issues that require Board attention and, as Board chair, can efficiently direct the Board's focus to the most critical matters.
Election of the lead independent director. To support effective governance and maintain strong independent Board oversight, the Company's Governance Guidelines require an independent director to serve as lead independent director while the position of Board chair is held by a management director. Accordingly, Matthew Shattock was elected lead independent director by the independent directors, concurrently with Linda Rendle assuming the role of chair. Mr. Shattock previously served as independent chair from February 2021 to December 2023 and brings strong board and executive leadership experience to the role, having previously served as non-executive board chair and a former public company CEO.
| The Clorox Company 2024 Proxy Statement>Board of Directors | 26 | |
Responsibilities of the chair and CEO and lead independent director. To foster balance in authority, the Board has carefully structured the role of the lead independent director, taking into account shareholder feedback and strong corporate governance practices and providing clear and robust responsibilities. The responsibilities of each of the chair and CEO, and lead independent director are set forth below.
|
Responsibilities of the chair and CEO |
Responsibilities of the lead independent director |
|
Chair • Presides at and has authority to call Board meetings; • Presides at annual shareholder meetings; and • Works closely with NGCRC chair in connection with the NGCRC's process to recommend director candidates. CEO • Develops and oversees the Company's business strategy, culture, day-to-day operations of the Company, and its relationships with stakeholders, with oversight from the Board; • Consults the Board on the Company's business; • Develops, reviews and approves Board agendas and meeting materials; and • Available for consultation and direct communication with major shareholders, if requested. |
• Presides at all executive sessions of independent directors, which take place at each regularly scheduled Board meeting, and at Board meetings in the chair's absence; • Coordinates and leads the independent directors, and serves as a liaison with the CEO; • Has the authority to call additional executive sessions of the independent directors; • Reviews and approves meeting agendas and materials; • Works closely with NGCRC chair in connection with the NGCRC's process to recommend director candidates; • Available for consultation and direct communication with major shareholders, if requested; • Works with the Board on CEO succession planning; and • Together with the members of the MDCC and the other independent directors, monitors and evaluates the CEO's performance. |
| The Clorox Company 2024 Proxy Statement>Board of Directors | 27 | |
Annual Board and Director Evaluation Process
In addition to regularly reviewing its leadership structure, the Board, the Board committees and each individual director conduct an annual self-assessment of their performance, a process that is overseen by the NGCRC.
In these discussions, each director has the opportunity to provide feedback on the effectiveness of the Board, its committees and individual directors, with the objective of identifying areas of strength as well as areas for continuous improvement. This multi-step evaluation process generates robust comments and discussion among the Board, and these evaluations have led to new and evolved practices designed to increase Board effectiveness and efficiency.
In fiscal year 2023, the Board engaged a third-party facilitator to conduct the Board, committee and director evaluation process, in line with leading practice and in order to gain additional external perspective and insight on Board culture and individual director performance. The third-party facilitator selected was a governance expert with significant experience in leading board effectiveness reviews across a number of public companies. The process involved one-on-one interviews with the directors and active participation by the NGCRC chair and culminated in feedback to the overall Board and each individual director, as well as feedback for applicable areas to management. The Board plans to continue engaging a third-party evaluation facilitator periodically in the future to continue to leverage external perspective and governance insights.
| The Clorox Company 2024 Proxy Statement>Board of Directors | 28 | |
Shareholder Engagement
The Board believes that our relationship with our shareholders plays a vital role in the success of our Company. To foster this relationship and obtain their perspective, we maintain active, year-round engagement with our shareholders. Through in-person and virtual meetings, we aim to engage with shareholders representing at least one-third of our total shares outstanding, annually.
|
Who meets with shareholders • Management and directors, including: • Chair & CEO • Chief legal officer & corporate secretary • Lead independent director • NGCRC chair • Investor relations team • ESG team |
How we interact with shareholders • In-person or virtual meetings • Investor conferences • Annual shareholder meeting • Shareholder proposals • Written correspondence with investors throughout the year |
These interactions enable two-way dialogue between our shareholders and the Company and provide an important channel for the Board and management to understand our shareholders' perspectives and learn about emerging areas of interest. These engagements also inform and improve our disclosures, decision-making and commitments. The Board also considers shareholder feedback from these meetings in its deliberations and decision-making. Below are highlights of our engagement with shareholders and the broader investor and corporate governance community in fiscal year 2024.
| The Clorox Company 2024 Proxy Statement>Corporate Governance and Board Matters | 29 | |
Corporate Governance and Board Matters
The Clorox Company Governance Guidelines
The Board has adopted Governance Guidelines to reflect the Board's views and the Company's policies regarding significant corporate governance matters, which the Board believes are leading practice. The Governance Guidelines present a framework for the governance of the Company by setting forth the Board's and the Board committees' responsibilities, qualifications, and operational matters and describing key matters. The NGCRC reviews the Governance Guidelines on an annual basis and recommends changes to the Board based on current corporate governance leading practices and the Company's needs.
The Governance Guidelines can be found in the Corporate Governance section on the Company's website at thecloroxcompany.com/ company/corporate-governance/governance-guidelines/, and are available in print to any shareholder who requests them from The Clorox Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-1888.
Board Risk Oversight
The Board is highly focused on oversight of the Company's enterprise risks, including strategic risks and the risk management process to ensure that it is properly designed, functioning effectively and consistent with our overall corporate strategy. The Board is also focused on ensuring that the overall risk management approach is effective in strengthening our corporate governance and setting the right tone for integrity, ethics and culture.
In executing its risk oversight function, the Board considers the likelihood, magnitude and immediacy of the risks facing the Company, which are informed by regular reports by management as well as the Company's Enterprise Risk Management risk assessment process (see Enterprise Risk Managementfurther below). The Board may adjust the frequency and manner of its oversight to reflect the nature of the risks facing the Company. The Board also draws on the judgment, backgrounds and experiences of its directors in considering these risks. See the Director Skills & Experiencesection of this proxy statement for more information on our director nominees' skill attributes.
Risk Oversight by Board Committees
The Board implements its risk oversight function both as a full Board and also through its committees. The committees have been charged with overseeing risks within their areas of responsibility as detailed below. These committees report regularly to the full Board to facilitate appropriate risk oversight by the full Board. See Board Committeesfor additional information on the risk oversight and management responsibilities of each committee.
| The Clorox Company 2024 Proxy Statement>Corporate Governance and Board Matters | 30 | |
Enterprise Risk Management
The Board has overall responsibility for risk oversight and ensuring that the Company is designing policies and procedures to properly identify, assess and manage risk. The Company's Enterprise Risk Management (ERM) Steering Committee consists of a cross-functional team of key executives and senior leaders that oversees the Enterprise Risk Assessment (ERA) key risk identification process, which occurs at least annually.
In fiscal year 2024, we continued to enhance our ERM program to enable greater coordination and connectivity among risk functions and to facilitate a broader set of inputs into the ERA process from across the Company and externally. We also continued to evolve our risk monitoring approach and the ERA process.
The enhanced ERA process results in our enterprise risk prioritization, which sets out the top risk areas faced by the Company, linked with clear action plans, and separate tracking for external risk drivers and environment.
The Board is highly engaged with management on the annual refresh of the enterprise risk prioritization. This is supplemented by quarterly Board updates on top enterprise risks and mitigation strategies, as well as regular deep dive risk reviews on key subject areas for the Company, such as product safety, cybersecurity, ESG and strategic transactions.
Reporting Protocol and Crisis Management
The Company has formal governance structure and reporting channel policies that require management to notify the Board of certain matters (among others):
| • | significant threatened or actual litigation, |
| • | significant governmental or regulatory inquiry or proceeding, |
| • | any incidents that could materially impact the Company's reputation, including cybersecurity-related issues that could involve the significant misappropriation of personal or sensitive or valuable Company data, or |
| • | any incidents that may have significant operational, financial, or legal impacts. |
This reporting protocol is a key component of the Board's oversight of the Company's crisis management program.
| The Clorox Company 2024 Proxy Statement>Corporate Governance and Board Matters | 31 | |
Oversight of Key Risks
Cybersecurity Risk Management and Preparedness
The Company's technology risk management team is led by our chief information and data officer and our chief information security and infrastructure officer. Some key features of our cybersecurity risk management program:
| • | Structure that leverages the National Institute of Standards and Technology (NIST) and Zero Trust Architecture frameworks for managing cybersecurity risks. |
| • | Maintenance of security policies and standards, regular updates to response planning and protocols, and implementation of new technology to monitor new vulnerabilities, emerging threats and reducing risk. |
| • | A cybersecurity response plan designed to facilitate cross-functional coordination across the Company (including escalation based on severity of the impact of an incident), mitigate brand and reputational damage, and comply with applicable legal obligations, which includes guidance to support the Company's assessment of whether an incident is considered "material" for purposes of U.S. securities laws. |
| • | Executive and information technology team tabletop exercises. |
| • | A cybersecurity insurance program to reimburse covered costs, losses and claims relating to a data or security breach. |
| • | Use of consultants, third-party service providers and information security firms to provide technology systems or administer aspects of this program, conduct assessments of the Company's cybersecurity practices and penetration testing, and cybersecurity, risk management and legal experts. |
| • | A third-party risk assessment process that utilizes a risk-based approach for vendors engaged through the Company's procurement process. |
| • | Regular phishing and cybersecurity awareness and engagement training for all employees who have access to company email and connected devices. |
The Board, through the Audit Committee, is responsible for oversight of data privacy, cybersecurity IT risks. In order to fulfill its duties, the Audit Committee receives regular updates from our chief information and data officer, chief information security and infrastructure officer and chief legal officer & corporate secretary, including quarterly updates on topics that may include information security and cybersecurity matters. The Board and Audit Committee include directors with knowledge, skills and experience in data security, privacy, IT governance, and management of cyber risk.
Information security and cybersecurity risks are also reviewed by the full Board as part of the Board's oversight of enterprise risks. The Board also engages in various activities to stay abreast of the evolving cyber landscape.
ESG, Climate and Sustainability
The Board actively oversees ESG risks and issues, including climate change and environmental sustainability policies, programs, goals and progress. See the ESG Governancesection of this proxy statement for more information about Board oversight of our ESG matters and overall ESG governance structure.
Human Capital Management and Corporate Culture
To aid its responsibility for oversight of the Company's corporate culture, the Board receives information through a number of channels, including:
| • | Updates from the chief people and corporate affairs officer and the chief diversity and social impact officer on data and metrics from periodic pulse surveys and IDEA updates, |
| • | Our annual employee engagement survey which assesses employee perception of the Company as a place to work as well as their views of leadership, |
| • | Engagements with employees such as site visits and townhalls-for instance, this past fiscal year, Clorox hosted a global town hall with four of our Board members, including the lead independent director and NGCRC chair, where employees were able to engage directly with our Board |
| • | Curated Company and industry updates between Board meetings, covering ERG activities, town halls, community events, employee features, financial coverage, and Company-wide communications, and |
| • | Updates from the chief legal officer & corporate secretary on any significant compliance and hotline matters, and discrimination and harassment complaints. |
As part of its oversight of the Company's corporate culture, the Board also evaluates management's ongoing efforts to align corporate culture with the Company's values and strategy.
Executive Compensation
The MDCC regularly reviews the Company's compensation policies and programs to ensure our compensation design offers performance incentives to employees and executives, while mitigating excessive risk-taking. Our executive compensation program contains various provisions to mitigate against excessive risk-taking, including balancing cash and equity compensation, capping payments under incentive plans, using different financial metrics and stock ownership guidelines. Please refer to the Compensation Discussion andAnalysissection of this proxy statement for further details on the design of our executive compensation program.
In fiscal year 2024, we amended the clawback policy that we adopted in fiscal year 2021, to comply with new SEC and NYSE requirements. The amended clawback policy is comprised of two parts, a restatement policy, which has been modified by the recent amendment to the clawback policy, and a detrimental conduct policy, which has not been modified by the recent amendment to the clawback policy. The restatement policy allows for the recapture on a "no-fault" basis of compensation paid to current and former Section 16 officers in the event of a restatement of the Company's financial statements and the detrimental conduct policy allows for the recapture of compensation paid to executive officers if the individual engages in conduct materially detrimental to the Company. See "Clawback Policies" in the Compensation Discussion & Analysissection of this proxy statement for more information.
Based on its review and the analysis provided by its independent compensation consultant, Frederic W. Cook & Co., Inc. (FW Cook), the MDCC has determined that the risks arising from the Company's compensation policies and practices for its employees, including executive officers, are not reasonably likely to have a material adverse effect on the Company.
| The Clorox Company 2024 Proxy Statement>Corporate Governance and Board Matters | 32 | |
ESG Governance
Clorox's ESG governance starts at the top-with robust oversight of our ESG strategy from the Board and implementation of our strategy through a cross-functional approach that allows us to drive accountability for and execute toward our ESG priorities.
In line with our commitment to continuously strengthening our governance practices, we continue to evolve our ESG governance to ensure we are well-positioned to execute against our IGNITE strategy and drive long-term growth and value creation for our shareholders and other stakeholders.
ESG governance structure. In fiscal year 2023, we created a new ESG Executive Committee, reporting to the CEO, which was designed to provide management direction and oversight for the enterprise ESG goals. The ESG Executive Committee is led by our chief legal officer & corporate secretary and includes the group presidents-which helps to embed business unit ownership of our ESG goals-as well as our chief people and corporate affairs officer. It oversees the ESG Steering Team, which is led by our vice president-chief sustainability officer and works with the business units to drive towards our enterprise ESG goals, as well as measure and track our progress. The Board, through the NGCRC, continues to oversee our ESG strategy. Over the past fiscal year, we have utilized the ESG governance structure to facilitate appropriate oversight and decision-making that considers our ESG priorities.
ESG disclosure committee. The ESG Disclosure Committee, which was formed in 2022, is tasked with oversight of the Company's ESG reporting and disclosures, including in its SEC filings, monitoring regulatory changes and ESG disclosure trends, and evaluating the effectiveness of the Company's controls and procedures with respect to ESG disclosures, among other responsibilities. The committee meets at least quarterly and includes participants from our legal, internal audit, corporate communications, finance, financial reporting controls and human resources functions, as well as executives who have oversight of ESG matters.
ESG materiality assessment. Clorox is committed to focusing on ESG issues that are most important to our business and stakeholders. To assess these priorities, Clorox has conducted ESG materiality assessments on a periodic basis since 2015. In fiscal year 2024, Clorox conducted a full ESG materiality assessment to ensure our ESG priorities evolve in line with those of our stakeholders and to direct resources to the areas where we can be most impactful. This assessment considered inputs such as corporate strategic choices, risks and opportunities, emerging and existing regulations, ESG reporting frameworks, ESG raters and peer ESG efforts. Initial findings were then validated through an employee survey that targeted executive and senior management, as well as interviews with a number of external stakeholders, including investors. We expect to share the results of the refreshed ESG materiality assessment during fiscal year 2025.
| The Clorox Company 2024 Proxy Statement>Corporate Governance and Board Matters | 33 | |
The graphic below reflects our ESG governance structure.
Codes of Conduct
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TheCompany has adopted a code of conduct, which sets forth the ethical and legal standards of behavior and business practices that are required of all our directors, executives and global employees and can be found in the Corporate Governance section of the Company's website, thecloroxcompany.com/company/policies-and-practices/codes-of-conduct, or can be obtained in print by contacting The Clorox Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-1888. We require that all employees complete training and, with our Board members, certify compliance with the code of conduct annually. We also perform an annual audit of internal compliance with our Code of Conduct. We also have established a separate business partner code of conduct outlining our standards and expectations of our direct |
suppliers and other business partners, including distributors, service providers, consultants, licensees and joint ventures. The business partner code of conduct can also be found at thecloroxcompany.com/company/policies-and-practices/codes-of-conduct. Our business partners must certify compliance with the business partner code of conduct. As a method of assessing and validating compliance with the code, Clorox conducts annual and periodic assessments to identify suppliers that are at a higher risk for social and environmental sustainability issues. Certain suppliers are also required to complete a questionnaire or conduct an audit in accordance with standards set forth by Sedex, a global membership organization dedicated to driving improvements in ethical and responsible business practices in global supply chains. |
| The Clorox Company 2024 Proxy Statement>Corporate Governance and Board Matters | 34 | |
Director Independence
Under the Governance Guidelines, the Board must consist of a substantial majority of independent directors. The Board determines, in the exercise of its business judgment, in light of all facts and circumstances, whether individual Board members are independent, as defined by the NYSE and in accordance with the director independence standards set forth in the Governance Guidelines. The Board makes an affirmative determination regarding the independence of each director annually, based upon the recommendation of the NGCRC.
The Board has determined that each of our directors during fiscal year 2024 and our director nominees is independent under the NYSE listing standards and the independence standards set forth in the Governance Guidelines, except for Linda Rendle since she is an employee of the Company.
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100% of our director nominees is Independent (excluding Linda Rendle) |
• Stephen B. Bratspies • Pierre R. Breber • Julia Denman • Spencer C. Fleischer • Esther Lee |
• A. D. David Mackay • Stephanie Plaines • Matthew J. Shattock • Russell J. Weiner • Christopher J. Williams |
The independent directors generally meet in executive session at each regularly scheduled Board meeting without the presence of management directors or employees of the Company to discuss various matters related to the oversight of the Company, the management of the Board's affairs, and the CEO's performance. The lead independent director presides over the independent executive sessions.
Related Person Transaction and Conflict of Interest Policies and Procedures
The Company has a written policy regarding Audit Committee review and approval of any Interested Transactions. An "Interested Transaction" is any transaction, arrangement, or relationship or series of similar transactions, arrangements, or relationships (including any debt or guarantee of debt) in which:
| • | the aggregate amount will or may be expected to exceed $120,000, |
| • | the Company or any of its subsidiaries is a participant, and |
| • | any executive officer, director or director nominee; beneficial owner of 5% or more of our stock; or any immediate family member of the foregoing individuals (each, a Related Person) has or will have an interest (other than solely as a result of being a director or a less than 10% beneficial owner of an equity interest in another entity). |
The policy also contains categories of preapproved Interested Transactions that the Board has identified as not having a significant potential for an actual or potential conflict of interest or improper benefit. In reviewing any Interested Transaction, the
Audit Committee will consider whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the Related Person's interest in the transaction. Clorox's policy on Interested Transactions requires the Company to review all transactions with Related Persons, regardless of materiality of the Related Person's interest. From time to time, we enter into arm's length transactions in the ordinary course of our business with organizations that are affiliated with Related Persons or for which Related Persons serve as employees. We do not believe that any Related Persons had a direct or indirect material interest in any such commercial transactions.
Additionally, the Company's code of conduct prohibits its directors, officers, and employees from entering into transactions that are an actual or potential conflict of interest and is available on the Company's website at thecloroxcompany.com/company/policies-and-practices/codes-of-conduct. The Governance Guidelines require the directors to adhere to the code of conduct.
Board Meeting Attendance
The Board held 7 meetings during fiscal year 2024. All incumbent directors attended at least 75% of the meetings of the Board and committees of which they were members during fiscal year 2024. All members of the Board are expected to attend the Annual Meeting. Each of the 12 directors at the time of the Company's 2023 Annual Meeting of Shareholders attended that meeting.
| The Clorox Company 2024 Proxy Statement>Corporate Governance and Board Matters | 35 | |
Board Committees
The Board has established three standing committees: the Audit Committee, the NGCRC, and the MDCC. Each of these committees consists only of non-management directors whom the Board has determined are independent under the NYSE listing standards and the Board's independence standards set forth in the Governance Guidelines. Directors who serve on the Audit Committee and the MDCC must meet additional, heightened independence and qualification criteria applicable to directors serving on these committees under the NYSE listing standards.
The charters for these committees are available in the Corporate Governance section of the Company's website at thecloroxcompany.com/company/corporate-governance/committee-charters, or in print by contacting The Clorox Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-1888.
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Audit Committee Met 9 times in FY24. FY24 Committee Members Christopher J. Williams (Chair) Julia Denman A.D. David Mackay Paul Parker Stephanie Plaines |
Primary Responsibilities The Audit Committee is the principal connection between the Board and the Company's independent registered public accounting firm. Among its other functions and duties, the Audit Committee oversees: Financial statements; internal control over financial reporting • Integrity of the Company's financial statements • The Company's systems of disclosure controls and procedures and internal control over financial reporting that management has established Independent registered public accounting firm; internal audit • The independent registered public accounting firm's qualifications, independence, and performance • The performance of the Company's internal audit function Risk management and oversight • The Company's compliance with legal and regulatory requirements relating to accounting and financial reporting matters, and data privacy, cybersecurity and IT risks and climate- and/or sustainability-related risks • The Company's framework and guidelines with respect to risk assessment and risk management • The Company's material financial policies and actions, including foreign currency exchange risk and debt interest rate risk The Board has determined that each of Christopher J. Williams, Julia Denman, A.D. David Mackay, Stephanie Plaines and Paul Parker is an audit committee financial expert (as defined by SEC rules), and financially literate (as defined by NYSE rules). |
| The Clorox Company 2024 Proxy Statement>Corporate Governance and Board Matters | 36 | |
|
Nominating,
Governance Met 5 times in FY24. FY24 Committee Members Esther Lee (Chair) Paul Parker Matthew J. Shattock Kathryn Tesija |
Primary Responsibilities The NGCRC has the functions and duties set forth in its charter, including: Board and corporate governance matters • Identifying and recruiting individuals qualified to become Board members • Recommending individuals to be selected as director nominees • Performing a leadership role in shaping the Company's corporate governance and overseeing director, Board and committee evaluations • Reviewing and recommending to the Board changes in the Governance Guidelines and the code of conduct Risk management and oversight; ESG matters • Overseeing corporate responsibility (including corporate citizenship, charitable giving, political participation, issue advocacy and lobbying) and governance of the Company's ESG program • Shareholder and stakeholder engagement • The Company's compliance and ethics program • Supporting the Board in reviewing, monitoring and engaging with management on the development of climate change and environmental policies, programs, goals and progress |
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Management Met 5 times in FY24. FY24 Committee Members Spencer C. Fleischer (Chair) Amy L. Banse A.D. David Mackay Kathryn Tesija Russell J. Weiner |
Primary Responsibilities The MDCC has the functions and duties set forth in its charter, including: Executive compensation • Assisting the Board in discharging its responsibilities relating to compensation of the CEO and other executive officers • Reviewing, approving and overseeing the Company's compensation policies, plans and goals and objectives for the executive officers and directors • Evaluating, making recommendations and taking appropriate action in response to the shareholders' advisory say-on-pay vote, including as to the frequency of the vote Management succession planning; Human capital management • Overseeing the Company's management development and succession planning processes below the CEO and executive committee level • Reviewing and discussing with management the Company's diversity, equity and inclusion initiatives, programs and key metrics and review these matters with the Board on a periodic basis Risk management and oversight • Evaluating, considering and overseeing risks arising from the Company's compensation policies and programs to ensure that they do not encourage excessive risk taking by employees and executive officers • Administering and interpreting the Company's clawback policy and any further clawback policy allowing the Company to recoup compensation paid to employees |
Director Compensation
Only our non-employee directors receive compensation for their service as directors in the form of:
| • | cash compensation, and |
| • | an annual grant of deferred stock units (DSUs). |
As part of its oversight of non-employee director compensation, the MDCC reviews the form and amount of compensation of non-employee directors at least annually to validate that the Company's non-employee directors are compensated
appropriately relative to peer companies. During fiscal year 2024, 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 Analysissection 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 Clorox Company 2024 Proxy Statement>Corporate Governance and Board Matters | 37 | |
The following table sets forth information regarding compensation for each of the Company's non-employee directors during fiscal year 2024.
|
Name |
Fees Earned ($)(2) |
Stock Awards ($)(3) |
Total |
| Amy L. Banse(4) | 104,500 | 163,000 | 267,500 |
| Julia Denman | 104,500 | 163,000 | 267,500 |
| Spencer C. Fleischer | 124,500 | 163,000 | 287,500 |
| Esther Lee | 119,500 | 163,000 | 282,500 |
| A. D. David Mackay | 104,500 | 163,000 | 267,500 |
| Paul Parker(4) | 104,500 | 163,000 | 267,500 |
| Stephanie Plaines | 104,500 | 163,000 | 267,500 |
| Matthew J. Shattock(5) | 242,000 | 163,000 | 405,000 |
| Kathryn Tesija(4) | 104,500 | 163,000 | 267,500 |
| Russell J. Weiner | 104,500 | 163,000 | 267,500 |
| Christopher J. Williams | 129,500 | 163,000 | 292,500 |
| (2) | The amounts reported in the "Fees Earned or Paid in Cash" column reflect the total annual cash retainer and other cash compensation earned by each director in fiscal year 2024 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. |
| (3) | The amounts reported reflect the grant-date fair value for financial statement reporting purposes of the annual grant of DSUs. DSUs are shares of the Company's common stock that the director receives only upon terminating their service with the Company. Awards are granted on an annual basis at the end of each calendar year. Refer to Note 17 of the Consolidated Financial Statements contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, for a discussion of the relevant assumptions used in calculating the grant-date fair value under applicable accounting guidance. As of June 30, 2024, the following directors had the indicated aggregate number of DSUs accumulated in their deferred accounts for all years of service as a director, which includes deferrals of cash compensation used to acquire DSUs, annual awards of DSUs made by the Company, and additional DSUs credited as a result of dividend equivalents earned with respect to the DSUs: Banse-7,970; Denman-1,698; Fleischer-16,001; Lee-12,310; Mackay-7,970; Parker-3,255; Plaines-3,291; Shattock-13,595; Tesija -6,551; Weiner-12,759; and Williams-16,998. |
| (4) | Ms. Banse, Mr. Parker and Ms. Tesija are not standing for re-election at the Annual Meeting this year. |
| (5) | Mr. Shattock stepped down as Board chair and assumed the role of lead independent director on January 1, 2024. The compensation in the table reflects his annual cash retainer, as well as a prorated independent chair retainer from the beginning of fiscal year 2024 through December 31, 2023 and a prorated lead independent director retainer from January 1, 2024 through the end of fiscal year 2024. |
Cash Compensation
Directors receive cash compensation, which consists of:
| • | annual cash retainer, and |
| • | any special assignment fees. |
The following table lists the various annual retainers paid for Board service and service in the positions set forth below during fiscal year 2024.
| Annual director retainer(1) | $104,500 |
| Independent chair retainer | $175,000 |
| Lead independent director retainer | $100,000 |
| Committee chair retainers: | |
| Nominating, Governance and Corporate Responsibility Committee | $ 15,000 |
| Audit Committee | $ 25,000 |
| Management Development and Compensation Committee | $ 20,000 |
| (1) | The annual director retainer through September 30, 2023 was $103,000. The annual director retainer was increased to $105,000 effective October 1, 2023. The aggregate amount of the annual retainer for Board service in fiscal year 2024 was $104,500. |
| The Clorox Company 2024 Proxy Statement>Corporate Governance and Board Matters | 38 | |
|
Directors who serve as a Board member, independent chair, lead independent director, or committee chair for less than the full fiscal year receive pro-rated retainer amounts based on the number of days they served in such position during the fiscal year. In fiscal year 2024, Matthew Shattock received a pro-rated independent chair retainer from the beginning of fiscal year 2024 through December 31, 2023 and a pro-rated lead independent director retainer from January 1, 2024 through the end of fiscal year 2024. In addition to the retainer amounts, each non-employee director is entitled to receive a fee of $2,500 per day for any special assignment requested by the Board. No special assignment fees were paid in fiscal year 2024. Payment Elections. Under the Company's Independent Directors' Deferred Compensation Plan, a director may annually elect to receive all or a portion of their cash compensation in the form of cash, common stock, deferred cash, or DSUs. Payment in Stock. Directors who elect to receive cash compensation amounts in the form of common stock are issued shares of common stock based on the fair market value of the common stock as determined by the closing price of the common stock on the last trading day of the quarter for which the fees were earned. Elective Deferral Program: Deferred Cash. For directors who elect deferred cash, the amount deferred is credited to an unfunded cash account that is credited with interest at an annual interest rate equal to Wells Fargo Bank, N.A.'s prime lending rate in effect on January 1 of each year. Upon termination of service as a director, the amounts credited to the director's deferred cash account are paid out in five annual cash installments or in one lump-sum cash payment, as elected by the director. Elective Deferral Program: Deferred Stock Units. For directors who elect DSUs, the amount deferred is credited to an unfunded account in the form of units equivalent to the fair market value of the common stock on the last trading day of the quarter for which the fees were earned. When dividends are declared, additional DSUs are allocated to the director's DSU account in amounts equivalent to the dollar amount of common stock dividends paid by the Company divided by the fair market value of the common stock on the date the dividends are paid. Upon termination of service as a director, the amounts credited to the DSU account, which include any elective deferrals and the annual DSU grants described above, are paid out in shares of common stock in five annual installments or in one lump sum, as elected by the director. DSUs may only be settled in shares of common stock. 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 $157,000 to $165,000 effective October 1, 2023. The aggregate value of the DSU award amount earned by a non-employee director serving for the full fiscal year 2024 was $163,000. Awards are made as of the last business day in the calendar year and represent payment for services provided during such calendar year. |
The Company believes that the use of DSUs provides a stronger alignment between directors and the Company's shareholders compared to outright stock ownership since directors have no ability to sell the DSUs while they remain on the Board. The Company has maintained the DSU program for its directors for over 20 years. 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 Unitsabove. Fiscal Year 2025 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 2024. 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. Stock Ownership Philosophy and Guidelines for Directors The Board believes that the alignment of directors' interests with those of shareholders is strengthened when Board members are also shareholders. The Board therefore requires that each non- employee director, within five years of first being elected, own common stock or DSUs that are settled only in common stock having a market value of at least five times their annual cash retainer. This program is designed to ensure that directors acquire a meaningful and significant ownership interest in the Company during their tenure on the Board. Furthermore, as directors must hold the DSUs until termination of their service on the Board, they have aligned interests and appropriate incentives to promote long-term value for shareholders during their service as a director. As of August 31, 2024, each non-employee director was in compliance with, or was on track to meet (based on current Clorox stock trading prices), the guidelines, and in fact, the majority of our directors held common stock or DSUs with value far in excess of this amount. |
| The Clorox Company 2024 Proxy Statement>Executive Officers | 39 | |
Executive Officers
Information about our Executive Officers
The names, ages, year first appointed executive officer and current titles of each of the executive officers of the Company appointed by the Board are set forth below.
|
Name |
Age |
Year First Appointed |
Title |
| Linda Rendle | 46 | 2016 | Chief Executive Officer |
| Nina Barton | 50 | 2024 | Executive Vice President and Group President - Care and Connection |
| Stacey Grier | 61 | 2019 | Executive Vice President and Chief Growth and Strategy Officer |
| Angela Hilt | 52 | 2020 | Executive Vice President and Chief Legal Officer & Corporate Secretary |
| Chris Hyder | 49 | 2021 | Executive Vice President and Group President - Health and Hygiene |
| Kevin B. Jacobsen | 58 | 2018 | Executive Vice President and Chief Financial Officer |
| Kirsten Marriner | 52 | 2016 | Executive Vice President and Chief People and Corporate Affairs Officer |
| Eric Reynolds | 54 | 2015 | Executive Vice President and Chief Operating Officer |
| The Clorox Company 2024 Proxy Statement>Stock Ownership Information | 40 | |
Stock Ownership Information
Beneficial Ownership of Voting Securities
The following table shows the holdings of common stock (as of August 31, 2024, except as indicated below) by (i) any entity or person known to the Company to be the beneficial owner of more than 5% of the outstanding shares of common stock, (ii)the NEOs named in the Summary Compensation Tableand the directors, and (iii) all directors, director nominees and executive officers of the Company as a group.As discussed in the Director Compensationsection of this proxy statement, the majority of director compensation is delivered in the form of DSUs, which are paid out in common stock following a director's termination of service. Because the directors cannot dispose of those shares while they serve on the Board, they are not reflected in this table. See footnote 2 below.
The address of each individual listed below is 1221 Broadway, Oakland, California 94612-1888.
| Name of Beneficial Owner |
Amount and
Nature of |
Percent of Class(3) |
|
The Vanguard Group, Inc.(4) |
15,228,898 | 12.32 |
|
BlackRock, Inc.(5) |
10,119,551 |
8.19 |
|
State Street Corporation(6) |
8,410,519 |
6.81 |
|
Amy L. Banse(7) |
363 |
* |
|
Julia Denman |
- |
* |
|
Spencer C. Fleischer |
1,305 |
* |
|
Angela Hilt |
38,844 |
* |
|
Kevin Jacobsen |
115,837 |
* |
|
Esther Lee |
- |
* |
|
A. D. David Mackay |
600 |
* |
|
Kirsten Marriner |
88,778 |
* |
|
Paul Parker(7) |
898 |
* |
|
Stephanie Plaines |
- |
* |
|
Linda Rendle |
238,952 |
* |
|
Eric Reynolds |
146,972 |
* |
|
Matthew J. Shattock |
- |
* |
|
Kathryn Tesija(7) |
- |
* |
|
Russell J. Weiner |
- |
* |
|
Christopher J. Williams |
450 |
* |
|
All directors, director nominees and executive officers as a group (21 persons)(8) |
709,122 |
* |
* Does not exceed 1% of the outstanding shares.
| The Clorox Company 2024 Proxy Statement>Stock Ownership Information | 41 | |
| (1) | Unless otherwise indicated, each beneficial owner listed has sole voting and dispositive power concerning the shares indicated. These totals include the following numbers of shares of common stock that such persons have the right to acquire through stock options exercisable within 60 days of August 31, 2024, or with respect to which such persons have shared voting or dispositive power: Ms. Hilt-32,961 options; Mr. Jacobsen-104,755 options and shared voting and dispositive power with respect to 3,145 shares held in family trust; Ms. Marriner-70,984 options; Ms. Rendle-223,015 options; Mr. Reynolds-137,246 options; and all directors and executive officers as a group-638,660 options. The numbers in the table above do not include the following numbers of shares of common stock that the executive officers have the right to acquire at a later date that were deferred at the executive officers' election: Mr. Jacobsen-15,573; Ms. Rendle-27,627; Mr. Reynolds-14,581; and all executive officers as a group-61,983. |
| (2) | The numbers in the table above do not include the following numbers of shares of common stock that the non-management directors have the right to acquire upon the termination of their service as directors pursuant to DSUs granted under the Independent Directors' Stock-Based Compensation Plan: Ms. Banse-7,970; Ms. Denman-1,698; Mr. Fleischer-16,001; Ms. Lee-12,310; Mr. Mackay-7,970; Mr. Parker-3,255; Ms. Plaines-3,291; Mr. Shattock-13,595; Ms. Tesija-6,551; Mr. Weiner-12,759; and Mr. Williams-16,998. DSUs are shares of the Company's common stock that the director receives only upon terminating their service with the Company. Please refer to the Director Compensationsection of this proxy statement for further details on the DSUs held by non-management directors. The total financial commitment of each non-management director in the Company's common stock is more fully appreciated if the number of shares of common stock listed above in the column entitled "Amount and Nature of Beneficial Ownership" is added to the number of DSUs set forth in this footnote. |
| (3) | On August 31, 2024, there were 123,583,184 shares of common stock outstanding. |
| (4) | Based on information contained in a report on Schedule 13G/A filed with the SEC on February 13, 2024, The Vanguard Group reported, as of December 29, 2023, sole dispositive power with respect to 14,672,619 shares, shared voting power with respect to 164,013 shares and shared dispositive power with respect to 556,279 shares. |
| (5) | Based on information contained in a report on Schedule 13G/A filed with the SEC on January 25, 2024, BlackRock, Inc. reported, as of December 31, 2023 sole voting power with respect to 9,076,590 shares and sole dispositive power with respect to all shares reported. |
| (6) | Based on information contained in a report on Schedule 13G/A filed with the SEC on January 25, 2024, State Street Corporation reported, as of December 31, 2023, shared voting power with respect to 5,329,376 shares and shared dispositive power with respect to 8,401,550 shares. |
| (7) | Ms. Banse, Mr. Parker and Ms. Tesija are not standing for re-election at the Annual Meeting this year. |
| (8) | Pursuant to Rule 3b-7 of the Securities Exchange Act of 1934, as amended (Exchange Act), executive officers include the Company's CEO and all executive vice presidents. The figure reflects ownership, as of August 31, 2024, of the executive officers as of the date of this proxy statement, who are set forth in the Executive Officerssection of this proxy statement. The figure also includes any de minimis ownership of Mr. Bratspies and Mr. Breber, who will become Board members, effective as of November 20, 2024, subject to their election by shareholders at the Annual Meeting. |
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act and SEC regulations require the Company's directors, certain officers, and holders of more than 10% of the Company's common stock to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC. The reporting directors, officers, and 10% shareholders are also required by SEC rules to furnish the Company with copies of all Section 16(a) reports they file. Based solely on its review of copies of such reports received and written representations from its directors and such covered officers, the Company believes that its directors and officers complied with all applicable Section 16(a) filing requirements during fiscal year 2024, with the exception of a late Form 4 to report one transaction for Chris Hyder, which was not reported in a timely manner due to an administrative oversight.
| The Clorox Company 2024 Proxy Statement > Executive Compensation | 42 | |
Executive Compensation
Proposal 2: Advisory Vote to Approve Executive Compensation
We are seeking a non-binding, advisory vote from our shareholders to approve the compensation of our NEOs that are listed in the Compensation Discussion and Analysissection of this proxy statement. This proposal gives our shareholders the opportunity to express their views on the Company's executive compensation and is commonly referred to as a "say-on-pay" proposal. This vote is only advisory and will not be binding upon the Company or the Board. However, the MDCC, which is responsible for designing and administering the Company's executive compensation program, values the opinions expressed by shareholders and encourages all shareholders to vote their shares on this matter.
As discussed in the Compensation Discussion and Analysissection of this proxy statement, which begins on pg 43, the Company's compensation programs are designed to align pay with performance, by delivering the majority of executive pay through "at-risk" incentive awards that help ensure realized
pay is tied to attaining operation goals and sustainable appreciation in shareholder value. The Board urges you to consider the factors discussed in the Compensation Discussion and Analysissection when deciding how to vote on this Proposal 2.
At our 2023 Annual Meeting of Shareholders, our shareholders overwhelmingly approved our executive compensation policies, with approximately 93% of votes cast in favor of our proposal. We value this positive endorsement by our shareholders and believe that the outcome signals our shareholders' support of our compensation program, and we continued our general approach to compensation for fiscal year 2024. We provide our shareholders the opportunity to vote on the compensation of our NEOs every year and expect that the next vote on executive compensation will be at the 2025 Annual Meeting of Shareholders.
Board's Recommendation
The Board unanimously recommends a vote FOR the advisory vote to approve executive compensation. The Company is asking its shareholders to support the compensation of the NEOs as described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs in fiscal year 2024 and the philosophy, policies, and practices underlying that compensation, which are described in this proxy statement. The Board believes that the Company's overall compensation process effectively implements its compensation philosophy and achieves its goals.
Accordingly, the Board recommends a vote FOR the adoption of the following advisory resolution, which will be presented at the Annual Meeting:
"RESOLVED, that the shareholders of The Clorox Company approve, on an advisory basis, the compensation of the named executive officers, as disclosed in The Clorox Company's proxy statement for the 2024 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the other related tables and disclosure."
Vote Required
The affirmative vote of a majority of the votes present in person or represented by proxy and entitled to vote on the matter is required to approve this proposal.
This vote is advisory, and therefore not binding on the Company, the Board, or the MDCC. However, the Board and the MDCC value the opinions of the Company's shareholders and, to the extent
there is any significant vote against the NEOs' compensation as disclosed in the proxy statement, the MDCC will evaluate whether any actions are necessary to address shareholder concerns.
The people designated in the proxy and voting instruction card will vote your shares FOR approval unless you include instructions to the contrary.
| The Clorox Company 2024 Proxy Statement >Compensation Discussion and Analysis | 43 | |
Compensation
Discussion and Analysis
Introduction
This Compensation Discussion and Analysis (CD&A) describes our executive compensation philosophy and program, the compensation decisions made under this program, and the specific factors we considered in making those decisions. This CD&A focuses on the compensation of our NEOs for fiscal year 2024, who were:
|
Linda Rendle Chair and Chief Executive Officer |
Kevin Jacobsen Executive Vice President and Chief Financial Officer |
Eric Reynolds Executive Vice President and Chief Operating & Strategy Officer |
Kirsten Marriner Executive Vice President and Chief People & Corporate Affairs Officer |
Angela Hilt Executive Vice President, Chief Legal Officer & Corporate Secretary |
| Table of Contents |
| Executive Summary | 44 | |
| Overview | 44 | |
| Our Company | 44 | |
| Fiscal Year 2024 Business Highlights | 45 | |
| Looking Ahead | 46 | |
| Our Executive Compensation Program | 46 | |
| Executive Compensation Philosophy | 46 | |
| How We Make Compensation Decisions | 47 | |
| Executive Compensation Governance | 49 | |
| Executive Compensation Framework | 52 | |
|
Fiscal Year 2024 Compensation of Our Named Executive Officers |
53 | |
| Base Salary | 53 | |
| Annual Incentives | 53 | |
| Long-Term Incentives | 56 | |
| Retirement Plans | 57 | |
| Post-Termination Compensation | 58 | |
| Perquisites | 58 |
|
The Management Development and Compensation Committee Report |
58 | |
|
Compensation Committee Interlocks and Insider Participation |
58 | |
| The Clorox Company 2024 Proxy Statement >Compensation Discussion and Analysis | 44 | |
Executive Summary
Overview
| • | Clorox ended fiscal year 2024 in a position of operational strength. This year we continued to progress our IGNITE strategy to strengthen our competitive advantage, accelerate profitable growth and set up our Company for long-term success-all while navigating a recovery after our August 2023 cyberattack, which complicated our ability to forecast results and set performance goals in our incentive plans. |
| • | Our incentive plan results reflect Company performance. Our short-term incentive plan paid out at target, reflecting both results versus goals and application of negative discretion by the MDCC. Our long-term incentive plan paid out above target, reflecting two years of strong results after a weaker first year of the three-year performance period. |
| • | The Company multiplier for our short-term incentive for fiscal year 2024 was 100%. This result was driven by overdelivery on net earnings and gross margin, offset by softer net customer sales. |
| • | Performance share units completing their performance period at the end of fiscal year 2024 paid out at 133%. The performance-based award covering fiscal years 2022 through 2024 was measured based on economic profit (EP) growth during the three-year performance period, including one year of EP below our plan's performance threshold and two years of EP growth exceeding our plan's maximum performance level. |
| • | The MDCC continues to evolve our program. As we look ahead to fiscal year 2025, we remain committed to our pay for performance philosophy. The MDCC will continue to evaluate incentive plan changes based on the evolution of our competitive market and Clorox's long-term transformational business plan. |
| FY24 Net Sales | FY24 Net Earnings Attributable to Clorox | FY24 Gross Margin | ||
| $7.1B | $280M | 43.0% | ||
| -4% from FY23 | +88% from FY23 | +360 basis points from FY23 | ||
Our Company
Clorox is a leading multinational manufacturer and marketer of consumer and professional products with fiscal year 2024 net sales of $7.1 billion and about 8,000 employees worldwide as of June 30, 2024. We have operations in approximately 25 countries or territories and sell our products in more than 100 markets, primarily through mass retailers; grocery outlets; warehouse clubs; dollar stores; home hardware centers; drug, pet and military stores; third-party and owned ecommerce channels; and distributors. Clorox markets some of the most trusted and recognized consumer brand names, including our namesake bleach and cleaning and disinfecting products; Pine-Sol and Tilex cleaners; Liquid-Plumr clog removers; Poett home care products; Glad bags and wraps; Fresh Step cat litter; Kingsford grilling products; Hidden Valley dressings, dips, seasonings and sauces; Brita water-filtration products; and Burt's Bees natural personal care products. Clorox also markets industry-leading products
and technologies for professional customers, including those sold under the CloroxPro and Clorox Healthcare brand names. Around 80% of our net sales are generated from brands holding the No. 1 or No. 2 market share positions in their categories.
Our ongoing IGNITE strategy accelerates innovation in key areas of the business to drive growth and deliver value for all Clorox stakeholders. IGNITE focuses on four strategic priorities: fueling long-term, profitable growth; innovating consumer experiences; reimagining how we work; and continuously evolving the product portfolio. Integrated environmental, social and governance (ESG) goals help drive long-term value for Clorox and our stakeholders. See the Our Companysection of this proxy statement for more information about IGNITE.| The Clorox Company 2024 Proxy Statement >Compensation Discussion and Analysis | 45 | |
Fiscal Year 2024 Business Highlights
| Guided by our IGNITE strategy and underpinned by our enduring values, Clorox remained focused on making significant investments in our brands, strategic digital capabilities, and streamlined operating model to drive long-term value creation. |
| We entered fiscal year 2024 having executed strongly against our IGNITE goals during the prior fiscal year. In August 2023, a cyberattack caused significant disruption to our operations. The cyberattack, combined with continued inflation, financially stressed consumers, and economic volatility in certain geographic markets created a challenging operating environment as we continued our efforts to drive growth, rebuild margin, and deliver transformation. |
| Despite these headwinds in fiscal year 2024, Clorox ended the year in a position of operational strength as we fully restored supply and distribution and recovered most of the market share we lost due to disruptions from the cyberattack. We closed out with flat organic sales for the full fiscal year despite the significant disruption caused by the cyberattack, which drove an 18% organic sales decline in the first quarter. |
| Importantly, we remained committed to rebuild margin, delivering 360 basis points of gross margin expansion for the year, which put us in a position to return to our pre- pandemic gross margin in fiscal year 2025, supported by our new integrated, holistic margin management toolbox, which enhances our ability to fuel growth. Lastly, we achieved another year of double-digit adjusted earnings per share (EPS) growth while investing strongly in our brands. |
| We also launched numerous innovations and new products in fiscal year 2024, including seven new Hidden Valley Ranch flavors, a new lineup of Pine-Sol concentrated multi-surface cleaners, new Scentiva Disinfecting Mist and Toilet Bowl Cleaning Gel, Clorox Toilet Bomb Foaming Toilet Bowl Cleaner, Kingsford High Heat and Low and Slow charcoal briquettes, and the Brita Refillable Water Filtration System. |
| Our transformation efforts continued throughout fiscal year 2024. In August 2021, Clorox announced plans to invest in transformative technologies and processes over a five-year period. This investment began in fiscal year 2022 and includes replacement of our enterprise resource planning system and implementation of a suite of other digital technologies. In August 2024, we announced the total value of the investment will be higher due to delays from the cyberattack. These implementations are generating efficiencies and transforming our operations in the areas of supply chain, digital commerce, innovation, brand building and more. |
| In fiscal year 2024, Clorox completed the implementation of our streamlined operating model to help meet our objectives of driving growth and productivity. The streamlined operating model is expected to enhance our ability to respond more quickly to changing consumer behaviors, innovate faster, and achieve cost savings of approximately $100 million annually. |
| In March 2024, Clorox completed the divestiture of our Argentina business, which consisted of production plants in Argentina and rights to Clorox's brands in Argentina, Uruguay, and Paraguay. The transaction is in support of our IGNITE strategy and the commitment to evolve our portfolio to increase focus on our core business to drive more consistent, profitable growth. |
| Clorox continued to work toward our ESG goals, which are embedded in our IGNITE strategy and throughout our business. Fully integrating ESG goals into our strategy is fundamental to how we drive growth, mitigate risk and create positive value for our brands. |
| Clorox continues to invest in talent development initiatives across all levels and functions. Through funding and employee volunteering, The Clorox Company Foundation extends Clorox's people-centered impact by promoting wellbeing and inclusivity within communities. The Foundation works to support communities on important matters including health and safety, education and racial justice. |
| The Clorox Company 2024 Proxy Statement >Compensation Discussion and Analysis | 46 | |
| Clorox has been broadly recognized throughout fiscal year 2024 for our ESG efforts. For the second consecutive year, we earned the top ranking on Barron's 100 Most Sustainable U.S. Companies list. Clorox also was recognized by Fortune as one of America's Most Innovative Companies and listed as one of The Most Trustworthy Companies in America by Newsweek. We were also named to Wall Street Journal's 250 Best Managed Companies, and Newsweek's America's Most Responsible Companies and America's Greenest Companies lists. |
| We also continued our longtime commitment to providing value to shareholders through regular dividends. During fiscal year 2024, Clorox paid $595 million in dividends to shareholders. In July 2024, we announced an increase of 2% in our quarterly dividend-continuing our long-standing trend of annual dividend increases. |
|
Looking Ahead In July 2024, we announced the hire of Nina Barton as our new Executive Vice President and Group President-Care & Connection. Nina is a seasoned consumer brand and e-commerce leader with more than 25 years of experience accelerating consumer businesses. As part of our commitment to evolve our portfolio, on August 1, 2024, we announced our definitive agreement to sell the Better Health Vitamins, Minerals, and Supplements business to Piping Rock Health Products, LLC. On September 10, 2024, we announced completion of the divestiture. The divested business included the Natural Vitality, NeoCell, Rainbow Light and RenewLife brands, relevant trademarks and licenses, and associated manufacturing and distribution facilities in Sunrise, Florida. This transaction reflects Clorox's commitment to reduce volatility, accelerate sales growth, and structurally improve our margin in service of driving more consistent and profitable growth over time. For fiscal year 2025, we believe consumers will remain under pressure, which will continue to temporarily increase competitive activity and impact category growth. That said, we have a portfolio of strong brands in essential categories that have shown resilience during challenging times. We have invested, and will continue to invest strongly, in our brands to maintain superiority. At the same time, we also will continue to invest in capabilities to build a stronger, more resilient company that delivers consistent, profitable growth over time. |
Our Executive Compensation Program
Executive Compensation Philosophy
A core principle of our compensation philosophy is to align pay with performance. We do so by delivering the majority of executive pay through "at-risk" incentive awards that help ensure realized pay is tied to attainment of critical operational goals and sustainable growth in shareholder value. This approach is designed to accomplish the following:
| Objective | How we achieve this | |
| Pay for Performance | We reward performance that drives achievement of Clorox's short- and long-term goals and, ultimately, shareholder value. | |
| Align Management and Shareholder Interests | We provide long-term, equity-based incentives and encourage a culture of ownership with stock retention guidelines. We reward executive officers for sustained performance as measured by operating results and shareholder value creation. | |
| Attract, Retain, and Motivate Talented Executives | We maintain pay targets and a program design that align to external market practices and allow Clorox to be a magnet for high-performing executives. | |
| Address Risk-Management Considerations | We motivate our executives to create long-term shareholder value and discourage behavior that could lead to unnecessary or excessive risk-taking by providing a balance of fixed and at- risk pay, with short-term and long-term performance horizons, using a variety of metrics tied to key drivers of sustainable value creation. | |
| Support Financial Efficiency | We ensure that cash- and equity-based incentive payouts are appropriately driven by performance, and design awards to minimize unnecessary accounting charges. |
| The Clorox Company 2024 Proxy Statement >Compensation Discussion and Analysis | 47 | |
How We Make Compensation Decisions
| Roles and Responsibilities in Setting Executive Compensation | ||
| Management Development and Compensation Committee |
The MDCC regularly reviews the design and implementation of our executive compensation program and reports on its discussions and actions to the Board. The MDCC oversees our executive compensation program; approves the performance goals and strategic objectives for our NEOs and evaluates results against those targets each year; determines and approves the compensation of our CEO (after consulting with the other independent members of the Board), our other NEOs, and other executives, including those covered by Section 16 of the Exchange Act; and approves the structure of our annual incentive and equity-based plans. The MDCC makes its determinations regarding executive compensation based on a variety of factors, including Clorox's performance, individual executives' performance, peer group data, and recommendations from the independent compensation consultant and management. The MDCC evaluates individual performance based on the performance of the business or operations for which the executive is responsible, including the individual's contribution to achieving ESG-related goals (as described in the Fiscal Year 2024 Compensation of Our Named Executive Officerssection of this proxy statement), the individual's skill set relative to industry peers, overall experience and time in the position, retention risk and difficulty of replacement, expected future contributions, readiness for promotion to a higher level, the criticality of the individual's role, and scope relative to that of other executives. In determining the compensation package for each of our NEOs other than our CEO, the MDCC receives input and recommendations from our CEO and our Executive Vice President and Chief People & Corporate Affairs Officer. Executives do not have a role in the determination of their own compensation. |
|
| 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 2024, the areas of focus were driving growth, rebuilding margin, delivering 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 it in the performance of its duties. During fiscal year 2024, the MDCC used the services of FW Cook. FW Cook's work with the MDCC included data analysis, guidance, and recommendations on the following topics: compensation levels relative to our peers, market trends in incentive plan design, risk and reward structure of executive compensation plans, and other policies and practices, including the policies and views of third-party proxy advisory firms. FW Cook has provided the MDCC with appropriate assurances and confirmation of its independent status in accordance with the MDCC's charter and other considerations, including factors specified in the NYSE listing standards. The MDCC believes FW Cook has been independent throughout its service to the MDCC and that there is no conflict of interest between FW Cook or individuals at FW Cook and the MDCC, Clorox's executive officers, or Clorox. FW Cook does not work for Clorox apart from its services to the MDCC. |
|
| Chief Executive Officer | Our CEO makes compensation recommendations to the MDCC for all executive officers other than herself. In making these recommendations, our CEO evaluates the performance of the executive officers and considers their responsibilities as well as the compensation analysis provided by the independent compensation consultant. | |
| Other Members of Management | Senior human resources management provides analyses regarding competitive practices and pay ranges, compensation programs, equity 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. |
| The Clorox Company 2024 Proxy Statement >Compensation Discussion and Analysis | 48 | |
Say-on-Pay Vote and Shareholder Engagement
At our 2023 Annual Meeting of Shareholders, we asked our shareholders to approve, on an advisory basis, the fiscal year 2023 compensation awarded to our NEOs, commonly referred to as a "say-on-pay" vote. Our shareholders overwhelmingly approved the compensation to our NEOs, with approximately 93% of votes cast in favor of our proposal, signaling our shareholders' support of our compensation program. We continued our general approach to compensation for fiscal year 2024, specifically our pay- for-performance philosophy and our efforts to attract, retain, and motivate our NEOs. We value the opinions of our shareholders and will continue to consider the results from advisory votes on executive compensation, as well as feedback received from our shareholders throughout the year, when making compensation decisions for our NEOs.
Use of Market Data
The MDCC uses a peer group of consumer products companies (the compensation peer group) to help determine competitive compensation rates for our executive officers, including the NEOs. The compensation peer group was selected by the MDCC, with input from FW Cook. The compensation peer group is used to evaluate both the levels of executive compensation and compensation practices within the consumer products industry.
At the time of our compensation peer group review in May 2024, Clorox was at the 26th percentile for revenue and 47th percentile for market capitalization compared with the compensation peer group in effect for compensation analyses occurring in fiscal year 2024. The MDCC intends to review the compensation peer group again next year, taking into consideration changes in our position versus the overall group based on revenue, market capitalization, and other factors.
| The Clorox Company 2024 Proxy Statement >Compensation Discussion and Analysis | 49 | |
Management engaged Aon to obtain and aggregate compensation data for the compensation peer group in fiscal year 2024. This data was used to advise the MDCC on setting target compensation for our NEOs for fiscal year 2024. FW Cook reviewed this information and performed an independent compensation analysis of the compensation peer group data to advise the MDCC. Although each individual component of executive compensation is reviewed, our overall goal is to target total direct compensation competitive with the median of the compensation peer group. Other factors, such as an executive's level of experience or scope of role, may result in target total direct compensation for individual NEOs being set above or below this median range.
Executive Compensation Governance
We are focused on creating an effective compensation program that successfully aligns 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 that guide our compensation practices as summarized below.
| We Do… | |
| Vary our incentive plans: We use different metrics and performance horizons for the goals within our annual and long-term incentive plans. | |
| Focus on financial measures relevant to shareholder value: We use economic profit as a rigorous long- term incentive metric and net sales, net earnings, and gross margin for our annual incentive metrics. | |
| Require meaningful ownership: We apply stringent stock ownership and retention guidelines for all our executives. | |
| 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. | |
| Use a double-trigger: Change-in-control provisions for all equity awards require both change in control and termination. | |
| Engage with shareholders: We have ongoing discussions with key institutional investors, including on the topic of compensation. | |
| Engage an independent consultant: The MDCC engages a consultant and assesses their independence annually. |
| We Do Not… | |
| Provide employment contracts: All executives are employed at will. | |
| Reprice stock options: Any stock option re-pricing would require shareholder approval in advance. | |
| Pay unearned dividends: No dividends or dividend equivalents are paid on unvested equity awards. | |
| Pay tax gross-ups: No tax gross-ups are provided by Clorox to executives under any circumstances. | |
| Provide excessive benefits or perquisites: Benefits and perquisites are limited, reflecting market benchmarks. | |
| Permit hedging or pledging: Our policy prohibits hedging and pledging of Clorox stock. | |
| 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 awards granted to our officers under various potential stock prices, and the potential value of payouts under various termination scenarios. These tally sheets help provide the MDCC with a comprehensive understanding of all elements of our compensation program and enable the MDCC to consider changes to our compensation program, arrangements, and plans considering leading practices and emerging trends.
Stock Award Granting Practices. Clorox typically grants long-term incentive awards each September at a regularly scheduled MDCC meeting. The meeting date, or a later date as determined by the MDCC at the September meeting, is the effective grant date for the awards, and the exercise/grant price is equal to the closing price of our common stock on the grant date.
The MDCC may also occasionally grant equity-based awards at other times to recognize, retain, or recruit executive officers.
| The Clorox Company 2024 Proxy Statement >Compensation Discussion and Analysis | 50 | |
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 over time in a variety of ways, such as by retaining stock received upon the exercise of stock options or the vesting of stock awards or by purchasing stock in the open market. At a minimum, executive officers are expected to establish and maintain direct ownership of common stock having a value equal to a multiple of each executive officer's annual base salary: six times base salary for the CEO, three times base salary for NEOs and non-NEO members of the Clorox Executive Committee, and two times base salary for other executives. The following table reflects the guidelines and our NEOs' ownership status, as of September 10, 2024:
| Name |
Ownership Guideline (Salary Multiple) |
Guideline Met |
| Linda Rendle(1) | 6x | No |
| Kevin Jacobsen | 3x | Yes |
| Eric Reynolds | 3x | Yes |
| Kirsten Marriner | 3x | Yes |
| Angela Hilt(2) | 3x | No |
| (1) | Ms. Rendle became subject to a higher ownership guideline upon her appointment as CEO effective in fiscal year 2021 (from three times to six times base salary). |
| (2) | Ms. Hilt became subject to a higher ownership guideline upon her appointment as Senior Vice President and Chief Legal Officer effective in fiscal year 2021 (from two times to three times base salary). |
Ownership levels are based on shares of common stock owned by the NEO or held pursuant to Clorox plans, including vested PSUs deferred for settlement. Unexercised stock options and units not yet vested due to time or performance restrictions are excluded from the ownership calculations.
Retention Requirements. Executive officers are required to retain a certain percentage of shares obtained upon either the exercise of stock options or the release of restrictions on PSUs and restricted stock units (RSUs). All executive officers are expected to retain 75% of net shares acquired after tax withholding until the minimum ownership level is met. After attaining the minimum ownership level, our CEO must retain 50% of net shares acquired after tax withholding until retirement or termination, and other executive officers must retain 25% of net shares acquired after tax withholding for one year after receipt.
Securities Trading Policy and Prohibition on Hedging and Pledging. To align the interests of our shareholders with all of our directors, officers, employees, and consultants, our Insider Trading Policy does not permit any director, officer, employee, or consultant of Clorox either (1) to trade in the stock or other securities of any company when aware of material nonpublic information about that company, including Clorox as well as any customers or suppliers of Clorox or firms with which Clorox may be negotiating a major transaction, or (2) to engage in tipping or short-term, speculative or derivative transactions involving Clorox stock. This policy includes prohibitions on options trading and hedging and cautions against pledging Clorox stock as collateral. Directors and officers are prohibited from holding in a margin account and pledging Clorox stock.
The Insider Trading Policy's prohibition on engaging in hedging transactions in Clorox securities covers the purchase of a financial transaction instrument, or otherwise engaging in a transaction that hedges or offsets, or is designed to hedge or offset, any decrease in the market value of Clorox's equity securities that were granted as part of the individual's compensation or that the individual holds directly or indirectly.
The following transactions are expressly prohibited by this policy:
| • | Short sales (selling Clorox securities you do not own). |
| • | Transactions involving publicly traded options or other derivatives whose value is tied to Clorox securities, including trading in or writing puts or calls on Clorox securities. |
| • | Pre-paid forward contracts. |
| • | Collars. |
Trading of Clorox's 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 that is approved by the chief legal officer and meets SEC requirements. At all times, including during announced trading periods, directors, executive officers, Grade 32 and above vice presidents, and other designated employees 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 that was approved by the chief legal officer and meets SEC requirements.
| The Clorox Company 2024 Proxy Statement >Compensation Discussion and Analysis | 51 | |
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 new Exchange Act Rule 10-D-1 and is comprised of two parts, a Restatement Policy, which has been modified by the amendment to the Clawback Policy, and a Detrimental Conduct Policy, which has not been modified by the amendment to the Clawback Policy.
| • | Under the Restatement Policy, in the event of a restatement of Clorox financial statements, Clorox will recoup on a "no-fault" basis incentive compensation paid to current and former Section 16 officers during the three-year period preceding the announcement of the restatement that would not have been paid based upon the restated results, regardless of whether the restatement corrects a material error. |
| • | Under the Detrimental Conduct Policy, in the event a covered individual as defined in the Detrimental Conduct Policy engages in conduct materially detrimental to Clorox (including, but not limited to, the name, business interests, or corporate, brand, business, or other reputation of Clorox), Clorox may recoup incentive compensation paid to such individual at any time up to three years after the end of the fiscal year in which it vested or was paid. |
In addition, certain of our existing compensation plans and agreements, including the Annual Incentive Plan (AIP) and our long-term incentive plan award agreements, contain a provision providing for clawback of the 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 equity grants 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 equity award, including any portion that may be granted as stock options. It is the MDCC's view that maintaining a consistent grant practice, based on a date that is usually set five 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.
In fiscal year 2024, the MDCC delayed approval of annual equity grants due to the disruption caused by the August 2023 cyberattack. Approval of annual equity grants was moved to the MDCC's regularly scheduled meeting held in November 2024. The date of the November meeting was scheduled five years in advance, like all MDCC meetings. The delay provided management additional time to evaluate the likely business challenges of fiscal year 2024 and set appropriate performance targets for annual equity grants.
We do not schedule our equity grants in anticipation of the release of material, non-public information (MNPI), nor do we time the release of MNPI based upon grant dates of equity. The MDCC also does not take MNPI into account when determining the timing and terms of annual equity award grants. In the event MNPI becomes known to the MDCC prior to granting an equity 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 equity to avoid any impropriety.
In fiscal year 2024, the MDCC decided to stop issuing stock options to executive officers to simplify the design of the long-term incentive (LTI) program, while providing strong shareholder alignment with the resulting equity mix of 60% performance share units and 40% restricted stock units. Therefore, during the last completed fiscal year, we did not award stock options to any of our NEOs.
| The Clorox Company 2024 Proxy Statement >Compensation Discussion and Analysis | 52 | |
Executive Compensation Framework
A substantial portion of our target total direct compensation for our executives is variable, with 90% 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.
| Component and Rationale | CEO Proportion(1) |
NEO(2) Proportion(1) |
Performance Measures |
Performance Period |
Characteristics |
|
Base Salary Fixed pay to attract and retain talent, based on role, level of responsibilities, and individual performance. |
• N/A | N/A | Fixed cash | ||
|
Annual Incentives Variable pay to incent and recognize performance in areas of short-term strategic importance. |
• Annual net sales (50%) • Net earnings (30%) • Gross margin (20%) • Individual performance goals |
One Year | Performance- based cash | ||
|
Long-Term Incentives Equity-based pay to incent and recognize performance in areas of long-term strategic importance, promote retention and stability, and align executives with shareholders. |
• Economic profit • Variation in underlying stock price due to overall business results |
Three Years | PSUs and RSUs |
| (1) | Proportion represents the actual base salary, target annual incentive award, and grant date fair market value of annual long-term incentive awards granted in fiscal year 2024 (with PSUs measured at target). Percentages may not total 100% due to rounding. Refer to the Summary Compensation Tableon pg 59 for further details on actual compensation. |
| (2) | Represents the average of all NEOs active on June 30, 2024, other than the CEO. |
| Additional elements of our executive compensation program include retirement plans, post-termination compensation, and perquisites as appropriate to support our executive compensation philosophy. |
| The Clorox Company 2024 Proxy Statement >Compensation Discussion and Analysis | 53 | |
Fiscal Year 2024 Compensation of Our Named Executive Officers
Base Salary
The MDCC generally seeks to establish base salaries for our NEOs competitive with the median of the compensation peer group. Salaries vary in relation to each executive's specific role, level of experience, and performance over time.
| Name |
FY 2024 Base Salary(1) |
Increase in FY 2024(2) |
| Linda Rendle | 1,250,000 | 11% |
| Kevin Jacobsen | 780,000 | 5% |
| Eric Reynolds | 780,000 | 5% |
| Kirsten Marriner | 675,000 | 4% |
| Angela Hilt | 650,000 | 8% |
| (1) | Annualized salary as of June 30, 2024. |
| (2) | Increase relative to salary as of June 30, 2023. |
Generally, the increases for NEOs were intended to address gaps to the median, reflecting increased tenure 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 of Company performance goals set annually by the MDCC, subject to shareholder-approved maximums. These performance goals are tied to Board-approved corporate financial performance goals and individual objectives.
The AIP rewards enterprise financial performance and the individual performance of each of our NEOs. The amounts paid under the AIP are based on the following factors:
| (1) | A target value for each NEO, which is base salary multiplied by an annual incentive target (Target Award). |
| (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 Company 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. |
| (3) | Performance of the operations or functions under the NEO's responsibility (Individual Multiplier). The Individual Multiplier can range from 0% to 150%. The Individual Multiplier is determined by the MDCC and typically has a narrow range for executive officers, which makes its impact on the total payout significantly smaller than the Company Multiplier: Over the past three years, the range for Individual Multipliers for the NEOs was 100% to 105%, compared to 50% to 179% for the Company Multiplier during the same period. |
Target Award. Each year, the MDCC sets an annual incentive target level for each NEO as a percentage of their base salary, based on an assessment of short-term incentive targets in the compensation peer group and other factors such as individual experience. The annual incentive target level is typically set near the median of short-term incentive targets for comparable positions in the compensation peer group.
Company Multiplier. At the beginning of each fiscal year, the MDCC sets financial goals for the AIP based on targets approved by the Board. At the end of the year, the MDCC reviews Clorox's results against the goals set at the beginning of the year and approves the final Company Multiplier.
For fiscal year 2024, 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 effectively balances a focus on both top-line and bottom-line performance. Consistent with our standard practice for over a decade, fiscal year 2024 targets for our AIP metrics were initially expected to be set equal to our Board-approved fiscal year 2024 budget. Setting targets equal to budget aligns the AIP with the Board's approval of an appropriate expected outcome for the year and Clorox's financial outlook as communicated to investors at the beginning of each fiscal year.
However, the August 2023 cyberattack, which occurred after the fiscal year 2024 budget was approved and before targets had been approved for the AIP, caused wide-scale disruption to our operations and significantly impacted our ability to deliver the initial Board-approved budget. Management assessed the likely impacts of the cyberattack and separated them into two categories: primary and extended. Management recommended and the MDCC approved setting our targets below the Board-approved budget to account for our forecast of primary impacts of the cyberattack only, requiring management to deliver on significant recovery efforts to offset the extended impacts.
| The Clorox Company 2024 Proxy Statement >Compensation Discussion and Analysis | 54 | |
The process described above resulted in a net customer sales target below our prior year actuals, and targets for net earnings attributable to Clorox and gross margin above prior year actuals. Given the uncertainty in our forecasting during the height of the cyberattack and the significant efforts required by management to meet the targets, the MDCC believes all targets were appropriately set at challenging levels.
Despite the headwinds of the cyberattack, continued inflation, and economic volatility in certain geographic markets, we over- delivered on net earnings attributable to Clorox, gross margin, and major enterprise initiatives. However, with the benefit of hindsight, we concluded our results on net customer sales were softer than expected given the pace of our recovery.
Based on the originally approved fiscal year 2024 goals, the results for all three metrics exceeded target. Under the terms of the AIP, the MDCC has discretion to adjust the final AIP funding amount as it deems appropriate and exercised such discretion in fiscal year 2024. Given the uncertainty about the pace of our recovery when the MDCC approved the AIP targets shortly after the cyberattack, at fiscal year end the MDCC used negative discretion to adjust the final AIP funding amount. In making this decision, the MDCC reflected on other metrics and key factors to ensure alignment between pay and overall performance in fiscal year 2024. In addition to the formulaic calculation, the MDCC considered the balance between top-line and bottom-line results and other key measures including market share and shareholder value.
Fiscal year 2024 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:
|
Annual Incentive Financial Goals (in millions) |
||||||
| FY 2024 Goal | Weight |
Threshold (0%) |
Target (100%) |
Maximum (200%) |
Actual(1) | Result(1) |
| Net Customer Sales | 50% | 6,680 | 7,107 | 7,533 | 7,261 | 104% |
| Net Earnings Attributable to Clorox | 30% | 223 | 272 | 321 | 547 | 200% |
| Gross Margin | 20% | 35.8% | 39.8% | 43.8% | 43.4% | 185% |
| Company Multiplier (after discretionary adjustment) | 100%(2) |
| (1) | Actual and Result exclude the fiscal year 2024 net impact of the following items on net customer sales, net earnings attributable to Clorox, and gross margin: divestiture of our Argentina business unit, variance versus expectations when targets were set for the primary impacts of the cyberattack, and variance from budget in expense associated with our digital transformation, our streamlined operating model, our pension plan termination, foreign exchange, and accounting for equity-based compensation. |
| (2) | Reflects the MDCC's exercise of discretion to reduce the Company Multiplier. |
Individual Multiplier. Consistent with our pay-for-performance philosophy, AIP payouts are determined by the Company Multiplier and an Individual Multiplier. Based on its evaluation of individual performance, the MDCC reviewed and approved the Individual Multiplier for each NEO to reflect the officer's individual contributions in fiscal year 2024. In determining the multiplier for individual performance, the MDCC carefully evaluates several performance factors against objectives established at the beginning of the year. Individual performance for each of our NEOs is evaluated holistically and for fiscal year 2024 included contributions to Company operations and strategy, position-specific business outcomes, and ESG-related achievements aligned with Board-approved enterprise priorities. Clorox has integrated ESG into our priorities because we believe in the strategic link between our societal impact and value creation.
| The Clorox Company 2024 Proxy Statement >Compensation Discussion and Analysis | 55 | |
A performance summary for each NEO for fiscal year 2024 is provided in the table below.
| Name |
Individual Multiplier |
Performance Summary |
| Linda Rendle | 100% | Linda provided exceptional leadership through significant disruption in FY24, during which the Company experienced a cyberattack midway through the first quarter after having a solid start to the year. Throughout the balance of the year, she led a strong and speedy recovery while simultaneously advancing the Company's longer-term priorities including digital transformation, implementation of our new operating model with cost savings at the high end of the $75-100M range, portfolio evolution through the sale of our Argentina business and continued progress against our ESG goals (including achievement of pay equity (on the basis of gender) globally and our continued superior safety track record), all in support of our IGNITE strategy for long-term value creation. In addition, Clorox delivered a second straight year of 360 basis point improvement in gross margin, nearly returning to pre-COVID levels. And the Company launched innovation across the portfolio while building the pipeline with additional products and platforms. We finished the year with double-digit adjusted EPS growth and in a position of operational strength, having fully restored supply and distribution and recovered most of the market share lost during the disruption. |
| Kevin Jacobsen | 100% | Kevin again guided the company through volatility in the midst of moderating inflation, continued organizational transformation and elevated uncertainty. Financial results exceeded targets, with top-line flat even after the impact of the cyberattack that occurred in Q1 and over 350 bps of gross margin improvement (for the second year in a row), generating double-digit Adjusted EPS growth. We thoughtfully managed our cash position through debt choices and asset sales as we navigated the aftermath of the cyberattack. Kevin led establishment of Global Business Services and was essential to our divestitures of our Argentina and Better Health VMS businesses. Kevin continued to serve as the executive sponsor for our HOLA employee resource group (ERG). |
| Eric Reynolds | 100% | Eric led through significant operational disruption, driving a faster-than-expected recovery from our August cyberattack. Our financial results for the year were strong in light of the disruption, with flat top line and another year of significant margin recovery. He has led numerous new capability builds, including net revenue management, trade simplification and optimization, margin transformation and integrated business planning. Eric led our digital transformation with successful implementation of our Canada enterprise resource planning system and other global capabilities as well as significant transformation of our supply chain organization. He has been an essential contributor to our portfolio evolution, including significant contributions toward our Better Health VMS divestiture. Eric is an executive sponsor for two ERGs, PRIDE and Interfaith. |
| Kirsten Marriner | 100% | Kirsten continued to lead our people agenda as well as our organizational transformation initiative, which was completed in FY24 and met the ongoing annual savings goal of $75-100M. As the company has continued its digital and organizational transformation, our engagement percentile rank vs. industry and Fortune 500 comparators increased while voluntary turnover again significantly decreased. We launched a successful new employer value proposition and campaign resulting in return on investment that exceed benchmarks and advanced cultural change in support of transformation and our new business unit- centric operating model. The Company continued to deliver on our commitment to fair and equitable pay, resulting in continued achievement of pay equity (on the basis of gender) globally. Kirsten sponsors our CelebrAsia ERG. |
| Angela Hilt | 105% | Angela successfully led the enterprise response to our cyberattack, overseeing governance, regulatory, legal and crisis management elements of the Company's response and recovery. She led progress on ESG including advancing metrics, data and tracking and materiality analysis to provide the foundation for future work. She serves as the executive sponsor for our Parents ERG. Angela was instrumental in the divestitures of our Argentina and Better Health VMS businesses, both of which were key outcomes in support of our portfolio evolution strategy. She also led work resulting in signification litigation and insurance wins and mitigation. Angela provided strong support to the Board on governance and enterprise issues. |
| The Clorox Company 2024 Proxy Statement >Compensation Discussion and Analysis | 56 | |
Final AIP payouts. The final AIP payout is calculated based on the annual incentive target for each NEO, the Company Multiplier, and the Individual Performance Multiplier.
| NEO | Base Salary |
Annual Incentive Target (% of Salary) |
Company Multiplier |
Individual Performance Multiplier |
Final Annual Incentive Plan Payout |
| Linda Rendle | 1,250,000 | 160% | 100% | 100% | 2,000,000 |
| Kevin Jacobsen | 780,000 | 100% | 100% | 100% | 780,000 |
| Eric Reynolds | 780,000 | 105% | 100% | 100% | 819,000 |
| Kirsten Marriner | 675,000 | 85% | 100% | 100% | 573,750 |
| Angela Hilt | 650,000 | 80% | 100% | 105% | 546,000 |
Long-Term Incentives
We provide long-term, equity-based incentive compensation to our NEOs, which aligns Clorox's performance and executive officer compensation with the interests of our shareholders. These incentive awards also support the achievement of our long-term corporate financial goals. Equity awards are granted under Clorox's 2005 Stock Incentive Plan.
The MDCC annually reviews the costs of, and potential shareholder dilution attributable to, our long-term incentive program to ensure the overall program is financially efficient and appropriate in the context of our compensation peer group. The MDCC also seeks to calibrate the long-term incentive program design to drive performance and deliver awards that are competitive with the compensation peer group and will effectively retain and motivate executive talent. Actual long-term incentive award targets for individual NEOs may vary from the median based on a variety of factors, such as the NEO's performance over time, individual experience, critical nature of their role, and expected future contributions.
| Name | Target Value |
| Linda Rendle | 8,700,000 |
| Kevin Jacobsen | 2,400,000 |
| Eric Reynolds | 2,800,000 |
| Kirsten Marriner | 2,000,000 |
| Angela Hilt | 2,000,000 |
In fiscal year 2024, the MDCC decided to stop issuing stock options to executive officers to simplify the design of the LTI program. NEOs received 60% of the value of their total fiscal year 2024 annual long-term incentive award in PSUs and 40% in RSUs. This equity mix provides strong shareholder alignment, balances reinforcement of long-term company performance with retention value, and reflects benchmark weighting of equity types.
Like annual incentive awards, actual long-term incentive award payouts vary from the target based on how Clorox performs against pre-established performance targets (for PSUs) and based on changes in the market price of our common stock (for all equity types).
From time to time, we grant additional time-based RSUs for special purposes for both executive and non-executive officers, such as in connection with a promotion or as a replacement for compensation forfeited at a prior employer by an externally recruited executive. No NEOs received such additional RSUs in fiscal year 2024.
Performance share units. PSUs align the interests of our NEOs with the interests of our shareholders because the number of shares earned and the shares' potential value are tied to the achievement of performance targets, as well as changes in Clorox stock price. PSUs pay out after a three-year performance period only if Clorox meets pre-established financial performance goals.
The performance metric for PSU awards is EP. For purposes of the PSU performance metric, EP is defined as earnings before interest and taxes, adjusted for non-cash restructuring charges, times one minus the tax rate, less capital charge. It differs from, and therefore may not reconcile with, the external calculation of EP used in our press releases and SEC filings.
For the fiscal year 2022 awards, granted in September 2021, the performance metric was EP during the performance period of July 2021 through June 2024. EP performance was measured relative to an EP dollar-value target for the first year of the performance period, tied to the fiscal year 2022 Board- approved budget, and an EP growth rate target of 6% for the second and third years.
| The Clorox Company 2024 Proxy Statement >Compensation Discussion and Analysis | 57 | |
In August 2024, the MDCC certified a final payout for the 2021 PSUs at 133% of target.
| Performance share units | Annual EP Growth |
Adjusted(1) Actual EP/ EP Growth |
Payout | ||
|
Threshold (0%) |
Target (100%) |
Maximum (200%) |
|||
| FY22 Economic Profit Absolute Value ($M) | 371 | 474 | 525 | 284 | 0% |
| FY23 Economic Profit Growth Rate | -9.0% | 6.0% | 13.5% | 48% | 200% |
| FY24 Economic Profit Growth Rate | -9.0% | 6.0% | 13.5% | 59% | 200% |
| Three-Year Economic Profit Growth | 133% |
| (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 2021 PSU award agreements): non-cash impairment charges in the Better Health VMS business, divestiture of our Argentina business unit, our digital transformation, the cyberattack, the termination of our pension plan, and our streamlined operating model. |
The performance metric for the fiscal year 2024 awards, granted in November 2023 due to the disruption caused by the August 2023 cyberattack (rather than in September as is our usual practice), is EP during the performance period of July 2023 through June 2026. This metric directly supports our corporate strategy and long-term financial goals and correlates to stock price performance over the long term.
The EP target for the first year of the performance period was set as a base dollar value, with an EP growth rate target set for the second and third years. Performance against target (whether dollar value or growth rate) will be measured for each year, generating three annual payout percentages. The three annual payout percentages will be averaged to determine the final payout percentage for the fiscal year 2024 awards. The payout percentage ranges from 0%, if the threshold EP value or growth target is not achieved, to a maximum of 200% of the target number of shares.
Restricted stock units. RSUs align the interests of our NEOs with those of our shareholders because the value of RSUs increases or decreases as the price of Clorox stock changes. RSUs vest in 25% increments over a four-year period, beginning one year from the date of grant.
Retirement Plans
Our NEOs participate in the same tax-qualified retirement benefit programs available to all other U.S.-based salaried and hourly employees, plus an executive-only plan. Our retirement plans are designed to provide replacement income upon retirement and to be competitive with programs offered by our peers.
Because the IRC limits the benefit value that may be contributed to and paid from a tax-qualified retirement plan, Clorox also provides our executive officers, including our NEOs, with additional retirement benefits intended to restore amounts that would otherwise be payable under our tax-qualified retirement plans if the IRC did not have limits on includable compensation and maximum benefits. We call these plans "restoration plans" because they restore total executive retirement benefits to the same percentage level provided to our salaried employees who are not limited by IRC restrictions.
Below are brief descriptions of each of our retirement programs. Each of our NEOs participates in these retirement programs, except The Clorox Company Pension Plan.
The Clorox Company Pension Plan. The Clorox Company Pension Plan (the Pension Plan) is a cash balance pension plan that was frozen effective June 30, 2011. This freeze did not affect benefits previously accrued under the Pension Plan, which remain fully funded.
In fiscal year 2023, we began to transition administration of the Pension Plan to an insurance company specializing in pension fund management. All benefits earned under the Pension Plan were protected during this change, meaning it did not impact the value of individual plan participants' benefits. This transition is regulated by the Internal Revenue Service (IRS) through a standard pension plan termination process and is expected to be completed during the first half of fiscal year 2025. As part of the transition, pension plan participants were offered an opportunity to cash out their plan balances as a one-time lump sum during fiscal year 2024. All NEOs with a pension plan balance elected the cash out option. See the Pension Benefits table for details of these pension payments to Mses. Rendle and Hilt and Messrs. Jacobsen and Reynolds.
The Clorox Company 401(k) Plan. After the Pension Plan was frozen in June 2011, The Clorox Company 401(k) Plan (the 401(k) Plan) became the primary retirement plan for Clorox. Clorox makes an annual fixed contribution of 6% of eligible pay and a matching contribution of up to 4% of eligible pay to eligible employees.
Nonqualified Deferred Compensation Plan. Under the Nonqualified Deferred Compensation Plan (the NQDC), eligible employees may voluntarily defer receipt of up to 50% of base salary and up to 100% of their annual incentive awards. Deferred amounts can be invested in a manner that generally mirrors the funds available in the 401(k) Plan. The NQDC permits Clorox to contribute amounts that exceed the IRC compensation limits in the tax-qualified plan through a 401(k) restoration provision for those employees deferring at required levels in the plan.
| The Clorox Company 2024 Proxy Statement >Compensation Discussion and Analysis | 58 | |
Executive Retirement Plan. Only certain senior-level executives participate in the Executive Retirement Plan (ERP). Under the ERP, Clorox makes an annual contribution of 5% of an eligible participant's base salary and annual incentive award into the plan.
Further details about the provisions of the Pension Plan, NQDC, and ERP are provided in the Overview of Pension Benefits and the Overview of Nonqualified Deferred Compensation Plans sections below.
Post-Termination Compensation
Clorox has a severance plan (the Severance Plan) that provides our NEOs with post-termination payments if the NEOs' employment is terminated by Clorox other than for cause. These payments are intended to provide a measure of financial security following the loss of employment, which is important to attract and retain executives. The severance benefits are designed to be competitive with the compensation peer group and external market practices.
Clorox also has an Executive Change in Control Severance Plan (the CIC Plan), which provides severance benefits to certain eligible executives of Clorox, including all NEOs, if their employment with Clorox is involuntarily terminated in connection with a change in control of Clorox. In addition to helping mitigate the financial impact associated with termination after a change in control, these benefits further
align the interests of our executive officers with the interests of our shareholders by providing incentives for retention, for business continuity purposes. Under the CIC Plan, NEOs are eligible for change in control severance benefits if their employment is terminated in connection with a change in control, either by Clorox without cause or by the NEO for good reason. See the Potential Payments Upon Termination or Change in Control section for additional information.
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 annual executive physical exam, a health club membership allowance, a car allowance or company car, paid parking at our headquarters, and financial planning services. These perquisites are beneficial to Clorox by enabling our NEOs to proactively manage their health, work more efficiently, and optimize the value received from our compensation and benefits programs.
We also provide security services to our CEO, which are based on an assessment of risk 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.
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 review and discussion, we have recommended to the Board that the CD&A be included in the proxy statement.
THE MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEE as of June 30, 2024:
| Spencer C. Fleischer, Chair | Amy L. Banse | A.D. David Mackay | Kathryn Tesija | Russell J. Weiner |
Compensation Committee Interlocks and Insider Participation
Messrs. Fleischer, Mackay, and Weiner and Mses. Banse and Tesija each served as a member of the MDCC during all or part of fiscal year 2024. None of the members was an officer or employee of Clorox or any of its subsidiaries during fiscal year 2024 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 2024.
| The Clorox Company 2024 Proxy Statement >Executive Compensation Tables | 59 | |
Executive Compensation Tables
SUMMARY COMPENSATION TABLE - FISCAL YEAR 2024
The following table sets forth the compensation earned, paid, or awarded to our NEOs for the fiscal years ended June 30, 2024, 2023, and 2022.
| Name and Principal Position | Year |
Salary ($)(1) |
Stock Awards ($)(2)(3) |
Option Awards ($)(2) |
Non-Equity Incentive Plan Compensation ($)(4) |
Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) |
All Other Compensation ($)(6) |
Total ($) |
|
Linda Rendle Chair and Chief Executive Officer (CEO) |
2024 | 1,221,321 | 8,749,935 | - | 2,000,000 | 668 | 713,384 | 12,685,308 |
| 2023 | 1,168,269 | 5,599,719 | 1,399,981 | 3,121,313 | 1,293 | 359,076 | 11,649,650 | |
| 2022 | 1,111,538 | 4,919,815 | 1,229,989 | 843,750 | 1,098 | 428,618 | 8,534,808 | |
|
Kevin Jacobsen Executive Vice President and Chief Financial Officer (CFO) |
2024 | 788,504 | 2,399,924 | - | 780,000 | 8,430 | 342,787 | 4,319,645 |
| 2023 | 768,462 | 1,759,750 | 439,988 | 1,258,370 | 6,051 | 196,330 | 4,428,950 | |
| 2022 | 729,231 | 1,599,869 | 399,996 | 333,000 | - | 231,809 | 3,293,904 | |
|
Eric Reynolds Executive Vice President and Chief Operating & Strategy Officer |
2024 | 793,538 | 2,799,821 | - | 819,000 | 1,758 | 351,627 | 4,765,745 |
| 2023 | 768,462 | 1,999,819 | 499,974 | 1,390,830 | 2,869 | 192,340 | 4,854,294 | |
| 2022 | 729,231 | 1,839,792 | 459,998 | 370,000 | 1,844 | 239,785 | 3,640,651 | |
|
Kirsten Marriner Executive Vice President and Chief People & Corporate Affairs Officer |
2024 | 689,999 | 1,999,903 | - | 573,750 | - | 274,901 | 3,538,553 |
| 2023 | 675,000 | 1,199,920 | 299,984 | 988,975 | - | 191,513 | 3,355,392 | |
| 2022 | 643,269 | 1,039,776 | 259,989 | 260,000 | - | 204,913 | 2,407,947 | |
|
Angela Hilt Executive Vice President, Chief Legal Officer, and Corporate Secretary |
2024 | 640,005 | 1,999,903 | - | 546,000 | 6,811 | 260,232 | 3,452,950 |
| (1) | Reflects actual salary earned for fiscal years 2024, 2023, and 2022. |
| (2) | The amounts reflected in these columns are the values determined under FASB ASC Topic 718 for the awards granted in the fiscal years ended June 30, 2024, 2023, and 2022, in accordance with the applicable accounting standard. The assumptions made in valuing stock awards and option awards reported in these columns are discussed in Note 1, Summary of Significant Accounting Policies under subsection "Stock-Based Compensation", and in Note 14, Stock- Based Compensation Plans, to the Clorox consolidated financial statements for the three years ended June 30, 2024, included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024. Additional information regarding the stock awards granted to our NEOs during fiscal year 2024 is set forth in the Grants of Plan-Based Awardstable. |
| (3) | The grant date fair value of the PSU awards reflected in this column is the target payout based on the probable outcome of the performance-based conditions, determined as of the grant date. The maximum potential payout of the PSU awards would be 200% of the target shares awarded on the grant date. The maximum value of the PSU award for 2024 determined as of the date of grant for each respective NEO is presented in the following table. See the Grants of Plan-Based Awardstable for more information about the PSUs granted under the 2005 Stock Incentive Plan. |
| The Clorox Company 2024 Proxy Statement >Executive Compensation Tables | 60 | |
|
Linda Rendle |
Kevin Jacobsen |
Eric Reynolds |
Kirsten Marriner |
Angela Hilt |
|
| Maximum PSU Value | 10,499,976 | 2,879,964 | 3,359,730 | 2,399,994 | 2,399,994 |
| (4) | Reflects annual incentive awards earned for fiscal years 2024, 2023, and 2022 and paid out in September 2024, September 2023, and September 2022, respectively, under the AIP. Information about the AIP is set forth in the Compensation Discussion and Analysissection under "Annual Incentives". |
| (5) | The amounts reflect the aggregate change in the present value of accumulated benefits during fiscal years 2024, 2023, and 2022 under the Pension Plan and the cash balance restoration provision of the NQDC. The Pension Plan and the cash balance restoration provision of the NQDC are frozen benefits. Refer to the Pension Benefitstable for further information. Each plan amount in fiscal year 2024 is set forth in the following table: |
|
Linda Rendle |
Kevin Jacobsen |
Eric Reynolds |
Kirsten Marriner |
Angela Hilt |
|
| The Pension Plan | 668 | 1,765 | 1,309 | - | 592 |
| Cash Balance Restoration | - | 6,665 | 449 | - | 6,219 |
| Total | 668 | 8,430 | 1,758 | - | 6,811 |
| (6) | The amounts shown in the All Other Compensation column represent (i) actual company contributions under the 401(k) Plan, (ii) nonqualified contributions under the NQDC and ERP, (iii) contributions to health savings accounts under our medical benefit plan, and (iv) perquisites provided to our NEOs: |
|
Linda Rendle |
Kevin Jacobsen |
Eric Reynolds |
Kirsten Marriner |
Angela Hilt |
|
| The Clorox Company 401(k) Plan | 34,600 | 32,711 | 34,600 | 33,012 | 33,055 |
| Nonqualified Deferred Compensation Plan | 608,997 | 271,057 | 291,362 | 216,956 | 188,112 |
| Health Savings Account Contribution | 1,000 | 1,000 | 500 | 1,000 | - |
| Company-Paid Perquisites | 68,787 | 38,019 | 25,165 | 23,933 | 39,064 |
| Total | 713,384 | 342,787 | 351,627 | 274,901 | 260,232 |
The following table sets forth the perquisites provided to our NEOs and the cost to Clorox for providing these perquisites during fiscal year 2024.
|
Linda Rendle |
Kevin Jacobsen |
Eric Reynolds |
Kirsten Marriner |
Angela Hilt |
|
| Executive Automobile Program | 35,070 | 12,632 | 13,200 | 13,200 | 13,200 |
| Paid Parking at Headquarters | 4,200 | 3,360 | 4,200 | 4,200 | 4,200 |
| Basic Financial Planning | 18,191 | 18,191 | 6,325 | - | 18,191 |
| Annual Executive Physical | 3,033 | 2,396 | - | 5,093 | 2,033 |
| Health Club Allowance | 1,440 | 1,440 | 1,440 | 1,440 | 1,440 |
| Personal Security | 6,854 | - | - | - | - |
| Total | 68,787 | 38,019 | 25,165 | 23,933 | 39,064 |
| The Clorox Company 2024 Proxy Statement >Executive Compensation Tables | 61 | |
GRANTS OF PLAN-BASED AWARDS FISCAL YEAR 2024
This table shows grants of plan-based awards to the NEOs during fiscal year 2024.
|
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards |
Estimated Possible Payouts Under Equity Incentive Plan Awards |
All Other Stock Awards: Number of Shares of Stock or Units (#) |
Grant Date Fair Value of Stock Awards ($) |
|||||||||||||||||||||||||
| Name |
Grant Date |
Threshold ($) |
Target ($) |
Maximum ($) |
Threshold (#) |
Target (#) |
Maximum (#) |
|||||||||||||||||||||
| Linda Rendle | ||||||||||||||||||||||||||||
| Annual Incentive Plan(1) | - | 2,000,000 | 6,000,000 | |||||||||||||||||||||||||
| Performance Share Units(2) | 11/14/2023 | - | 38,453 | 76,906 | 5,249,988 | |||||||||||||||||||||||
| Restricted Stock Units(3) | 11/14/2023 | 25,635 | 3,499,947 | |||||||||||||||||||||||||
| Kevin Jacobsen | ||||||||||||||||||||||||||||
| Annual Incentive Plan(1) | - | 780,000 | 2,340,000 | |||||||||||||||||||||||||
| Performance Share Units(2) | 11/14/2023 | - | 10,547 | 21,094 | 1,439,982 | |||||||||||||||||||||||
| Restricted Stock Units(3) | 11/14/2023 | 7,031 | 959,942 | |||||||||||||||||||||||||
| Eric Reynolds | ||||||||||||||||||||||||||||
| Annual Incentive Plan(1) | - | 819,000 | 2,457,000 | |||||||||||||||||||||||||
| Performance Share Units(2) | 11/14/2023 | - | 12,304 | 24,608 | 1,679,865 | |||||||||||||||||||||||
| Restricted Stock Units(3) | 11/14/2023 | 8,203 | 1,119,956 | |||||||||||||||||||||||||
| Kirsten Marriner | ||||||||||||||||||||||||||||
| Annual Incentive Plan(1) | - | 573,750 | 1,721,250 | |||||||||||||||||||||||||
| Performance Share Units(2) | 11/15/2023 | - | 8,695 | 17,390 | 1,199,997 | |||||||||||||||||||||||
| Restricted Stock Units(3) | 11/15/2023 | 5,796 | 799,906 | |||||||||||||||||||||||||
| Angela Hilt | ||||||||||||||||||||||||||||
| Annual Incentive Plan(1) | - | 520,000 | 1,560,000 | |||||||||||||||||||||||||
| Performance Share Units(2) | 11/15/2023 | - | 8,695 | 17,390 | 1,199,997 | |||||||||||||||||||||||
| Restricted Stock Units(3) | 11/15/2023 | 5,796 | 799,906 |
| (1) | Represents estimated possible payouts of annual incentive awards for fiscal year 2024 under the AIP for each of our NEOs. The AIP is an annual cash incentive opportunity and, therefore, awards are earned in the year of grant. The target amounts represent the potential payout if both Company performance, based on financial metrics, and individual performance are at target levels. The maximum amount represents the maximum payout under the AIP using a Company Multiplier of 200% and an Individual Multiplier of 150% for each NEO. See the Summary Compensation Tablefor the actual payout amounts in fiscal year 2024 under the AIP. See "Annual Incentives" in the Compensation Discussion and Analysissection for additional information about the AIP. |
| (2) | Represents possible future payouts of Clorox common stock underlying PSUs awarded in fiscal year 2024 to each of our NEOs as part of their participation in the 2005 Stock Incentive Plan. These awards will vest upon the achievement of performance measures based on EP growth over a three-year period, with the threshold, target, and maximum awards equal to 0%, 100%, and 200%, respectively, of the number of PSUs granted. If the minimum financial goals are not met at the end of the three-year period, no PSU awards will be paid out under the 2005 Stock Incentive Plan. See "Long-Term Incentives" in the Compensation Discussion and Analysissection for additional information. |
| (3) | Represents RSUs awarded to each of our NEOs under the 2005 Stock Incentive Plan. RSUs typically vest in equal installments, 25% on October 5th following each of the first four anniversaries of the grant date. The RSUs granted on November 14 and 15, 2024, vest in equal installments, 25% each on the first anniversary of the grant date and on October 5th following the second, third, and fourth anniversaries of the grant date. |
| The Clorox Company 2024 Proxy Statement >Executive Compensation Tables | 62 | |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END-2024
The following equity awards granted to our NEOs were outstanding as of the end of fiscal year 2024.
| Option Awards | Stock Awards | ||||||||
| Name |
Number of Securities Underlying Unexercised Options- Exercisable (#) |
Number of Securities Underlying Unexercised Options- Unexercisable (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
|
| Linda Rendle | 12,360 | - | 111.60 | 9/15/2025 | 1,245(9) | 169,905 | 32,489(6) | 4,433,819 | |
| Stock Options(2) | |||||||||
| 14,560 | - | 123.09 | 9/13/2026 | ||||||
| 20,470 | - | 135.57 | 9/12/2027 | ||||||
| 19,040 | - | 151.85 | 9/18/2028 | ||||||
| 6,932 | - | 154.88 | 1/7/2029 | ||||||
| 49,955 | - | 155.54 | 9/17/2029 | ||||||
| 24,237 | 8,079(3) | 212.38 | 9/22/2030 | ||||||
| 27,612 | 27,612(4) | 163.77 | 9/21/2031 | ||||||
| 12,982 | 38,946(5) | 141.30 | 9/20/2032 | ||||||
| Performance Share Units(2) | |||||||||
| 31,327(7) | 4,275,196 | ||||||||
| 39,076(8) | 5,332,702 | ||||||||
| Restricted Stock Units(2) | |||||||||
| 3,879(10) | 529,367 | ||||||||
| 7,482(11) | 1,021,069 | ||||||||
| 26,050(12) | 3,555,044 | ||||||||
| Kevin Jacobsen | 2,458 | - | 135.57 | 9/12/2027 | 385(9) | 52,541 | 10,565(6) | 1,441,851 | |
| Stock Options(2) | |||||||||
| 5,580 | - | 128.69 | 4/2/2028 | ||||||
| 29,120 | - | 151.85 | 9/18/2028 | ||||||
| 34,968 | - | 155.54 | 9/17/2029 | ||||||
| 8,250 | 2,750(3) | 212.38 | 9/22/2030 | ||||||
| 8,979 | 8,980(4) | 163.77 | 9/21/2031 | ||||||
| 4,080 | 12,240(5) | 141.30 | 9/20/2032 | ||||||
| Performance Share Units(2) | |||||||||
| 9,845(7) | 1,343,547 | ||||||||
| 10,717(8) | 1,462,549 | ||||||||
| Restricted Stock Units(2) | |||||||||
| 1,252(10) | 170,860 | ||||||||
| 2,374(11) | 323,980 | ||||||||
| 7,144(12) | 974,942 | ||||||||
| Eric Reynolds | 15,210 | - | 111.60 | 9/15/2025 | 490(9) | 66,870 | 12,149(6) | 1,658,020 | |
| Stock Options(2) | |||||||||
| 15,470 | - | 123.09 | 9/13/2026 | ||||||
| 16,380 | - | 135.57 | 9/12/2027 | ||||||
| 13,440 | - | 151.85 | 9/18/2028 | ||||||
| 5,942 | - | 154.88 | 1/7/2029 | ||||||
| 32,470 | - | 155.54 | 9/17/2029 | ||||||
| 10,179 | 3,394(3) | 212.38 | 9/22/2030 | ||||||
| 10,326 | 10,327(4) | 163.77 | 9/21/2031 | ||||||
| 4,636 | 13,909(5) | 141.30 | 9/20/2032 | ||||||
| Performance Share Units(2) | |||||||||
| 11,187(7) | 1,526,690 | ||||||||
| 12,503(8) | 1,706,284 | ||||||||
| Restricted Stock Units(2) | |||||||||
| 1,439(10) | 196,380 | ||||||||
| 2,672(11) | 364,648 | ||||||||
| 8,335(12) | 1,137,477 |
| The Clorox Company 2024 Proxy Statement >Executive Compensation Tables | 63 | |
| Option Awards | Stock Awards | ||||||||
| Name |
Number of Securities Underlying Unexercised Options- Exercisable (#) |
Number of Securities Underlying Unexercised Options- Unexercisable (#) |
Option Exercise Price ($) |
Option Expiration Date |
Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($) |
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) |
|
| Kirsten Marriner | 6,143 | - | 135.57 | 9/12/2027 | 314(9) | 42,852 | 6,867(6) | 937,094 | |
| Stock Options(2) | |||||||||
| 19,040 | - | 151.85 | 9/18/2028 | ||||||
| 23,728 | - | 155.54 | 9/17/2029 | ||||||
| 5,817 | 1,939(3) | 212.38 | 9/22/2030 | ||||||
| 5,836 | 5,837(4) | 163.77 | 9/21/2031 | ||||||
| 2,781 | 8,346(5) | 141.30 | 9/20/2032 | ||||||
| Performance Share Units(2) | |||||||||
| 6,712(7) | 915,987 | ||||||||
| 8,835(8) | 1,205,712 | ||||||||
| Restricted Stock Units(2) | |||||||||
| 859(10) | 117,228 | ||||||||
| 1,679(11) | 229,133 | ||||||||
| 5,889(13) | 803,672 | ||||||||
| Angela Hilt | 1,285 | - | 123.09 | 9/13/2026 | 114(9) | 15,558 | 6,339(6) | 865,038 | |
| Stock Options(2) | |||||||||
| 1,810 | - | 135.57 | 9/12/2027 | ||||||
| 4,538 | - | 151.85 | 9/18/2028 | ||||||
| 6,868 | - | 155.54 | 9/17/2029 | ||||||
| 2,120 | 707(3) | 212.38 | 9/22/2030 | ||||||
| 2,360 | 787(14) | 202.38 | 12/14/2030 | ||||||
| 5,387 | 5,388(4) | 163.77 | 9/21/2031 | ||||||
| 2,596 | 7,789(5) | 141.30 | 9/20/2032 | ||||||
| Performance Share Units(2) | |||||||||
| 6,264(7) | 854,848 | ||||||||
| 8,835(8) | 1,205,712 | ||||||||
| Restricted Stock Units(2) | |||||||||
| 123(15) | 16,786 | ||||||||
| 793(10) | 108,221 | ||||||||
| 1,566(11) | 213,712 | ||||||||
| 5,889(13) | 803,672 |
| (1) | Represents the unvested "target" number of PSUs under the 2005 Stock Incentive Plan multiplied by the closing price of our common stock as of the end of the fiscal year, except as noted below in footnote (6). The ultimate value will depend on whether performance criteria are met and the value of our common stock on the actual vesting date. |
| (2) | Awards were granted under the 2005 Stock Incentive Plan. |
| (3) | Represents the unvested portion of stock options granted on September 22, 2020, which vest in four equal installments of 25% on September 22, 2021 and September 13, 2022, 2023, and 2024. |
| (4) | Represents the unvested portion of stock options granted on September 21, 2021, which vest in four equal installments of 25% on October 5th following each of the first four anniversaries of the grant date. |
| (5) | Represents the unvested portion of stock options granted on September 20, 2022, which vest in four equal installments of 25% on October 5th following each of the first four anniversaries of the grant date. |
| (6) | Represents the actual number of PSUs that were paid out under our 2005 Stock Incentive Plan. The awards have a three-year performance period (fiscal years 2022 through 2024). Performance is based on achievement of economic profit growth goals. After completion of fiscal year 2024, the MDCC determined whether the performance measures had been achieved and on August 13, 2024, based on the results, the MDCC approved the payout of this award at 133% of target. |
| (7) | Represents the target number of PSUs that can be earned under our 2005 Stock Incentive Plan. The awards have a three-year performance period (fiscal years 2023 through 2025). Performance is based on achievement of economic profit growth goals. The MDCC will determine whether the performance measures have been achieved after the completion of fiscal year 2025. |
| The Clorox Company 2024 Proxy Statement >Executive Compensation Tables | 64 | |
| (8) | Represents the target number of PSUs that can be earned under our 2005 Stock Incentive Plan. The awards have a three-year performance period (fiscal years 2024 through 2026). Performance is based on achievement of economic profit growth goals. The MDCC will determine whether the performance measures have been achieved after the completion of fiscal year 2026. |
| (9) | Represents unvested portion of RSUs granted on September 22, 2020, which vest in four equal installments of 25% on September 22, 2021 and September 13, 2022, 2023, and 2024. |
| (10) | Represents unvested portion of RSUs granted on September 21, 2021, which vest in four equal installments of 25% on October 5th following each of the first four anniversaries of the grant date. |
| (11) | Represents unvested portion of RSUs granted on September 20, 2022, which vest in four equal installments of 25% on October 5th following each of the first four anniversaries of the grant date. |
| (12) | Represents unvested portion of RSUs granted on November 14, 2023, which vest in four equal installments of 25% on the first anniversary of the grant date and on October 5th following the second, third, and fourth anniversaries of the grant date. |
| (13) | Represents unvested portion of RSUs granted on November 15, 2023, which vest in four equal installments of 25% on the first anniversary of the grant date and on October 5th following the second, third, and fourth anniversaries of the grant date. |
| (14) | Represents unvested one-time off-cycle stock option award granted to Ms. Hilt when she was promoted to Senior Vice President and Chief Legal Officer, effective December 14, 2020. These options vest in four equal installments beginning one year from the December 14, 2020 grant date. |
| (15) | Represents unvested one-time off-cycle RSU award granted to Ms. Hilt when she was promoted to Senior Vice President and Chief Legal Officer, effective December 14, 2020. These RSUs vest in four equal installments beginning one year from the December 14, 2020 grant date. |
OPTION EXERCISES AND STOCK VESTED-FISCAL YEAR 2024
This table shows stock options exercised and stock vested for the NEOs during fiscal year 2024.
| Name | Option Awards | Stock Awards | ||
|
Number of Shares Acquired on Exercise (#)(1) |
Value Realized on Exercise ($)(2) |
Number of Shares Acquired on Vesting (#)(3) |
Value Realized on Vesting ($)(4) |
|
| Linda Rendle | - | - | 19,539(5) | 2,630,128 |
| Kevin Jacobsen | - | - | 6,440(6) | 867,203 |
| Eric Reynolds | - | - | 7,831(7) | 1,055,912 |
| Kirsten Marriner | - | - | 4,425 | 630,411 |
| Angela Hilt | - | - | 3,130 | 440,492 |
| (1) | The number of shares represents the exercise of nonqualified stock options granted in previous years under Clorox's 2005 Stock Incentive Plan. |
| (2) | The dollar value realized reflects the difference between the market price of Clorox common stock upon exercise and the stock option exercise price. |
| (3) | The number of shares represents the vesting of RSUs, PSUs, and dividend equivalent units granted through participation in Clorox's 2005 Stock Incentive Plan. |
| (4) | The dollar value realized reflects the market value of the vested shares and dividend equivalent units based on the closing price of Clorox common stock on the vesting date. For deferred shares, the dollar value realized reflects the market value of the vested shares and dividend equivalent units based on the closing price of Clorox common stock on the last business day of fiscal year 2024 (June 28, 2024). |
| (5) | 13,152 of these shares have been deferred and will be distributed over five annual installments following separation. |
| (6) | 4,477 of these shares have been deferred and will be distributed over five annual installments following separation. |
| (7) | 5,523 of these shares have been deferred and will be distributed over five annual installments starting five years after the vesting date. |
| The Clorox Company 2024 Proxy Statement >Executive Compensation Tables | 65 | |
PENSION BENEFITS-FISCAL YEAR 2024
| Name(1) | Plan Name |
Number of Years of Credited Service (#)(2) |
Present Value of Accumulated Benefit ($) |
Payments During Last Fiscal Year ($) |
| Linda Rendle | The Clorox Company Pension Plan(4) | 21 | - | 56,494 |
| Kevin Jacobsen | The Clorox Company Pension Plan(4) | 28 | - | 149,082 |
| Cash Balance Restoration(5) | 28 | 57,640 | - | |
| Eric Reynolds | The Clorox Company Pension Plan(4) | 25 | - | 110,569 |
| Cash Balance Restoration(5) | 25 | 3,074 | - | |
| Kirsten Marriner | The Clorox Company Pension Plan(4) | - | - | - |
| Angela Hilt | The Clorox Company Pension Plan(4) | 18 | - | 49,988 |
| Cash Balance Restoration(5) | 18 | 37,661 | - |
| (1) | Ms. Rendle participated only in the Pension Plan. Messrs. Jacobsen and Reynolds and Ms. Hilt participated in the Pension Plan and cash balance restoration provision of the NQDC. Ms. Marriner did not participate in either plan. |
| (2) | Number of years of credited service is rounded down to the nearest whole number. |
| (3) | As part of the transition of Pension Plan administration to an insurance company specializing in pension fund management that began in fiscal year 2023, Pension Plan participants were offered an opportunity to cash out their plan balances as a one-time lump sum during fiscal year 2024. All NEOs with a Pension Plan balance elected the cash out option. |
| (4) | The Pension Plan was frozen effective June 30, 2011. Participants kept their accumulated pay credits and received only quarterly interest credits after that date. |
| (5) | The cash balance restoration provision in the NQDC was eliminated effective June 30, 2011, when the Pension Plan was frozen. Participants keep their accumulated pay credits but no contributions have been made under this provision after June 30, 2011. Participants will continue to keep their cash balance restoration balances until fully distributed under the terms of the NQDC, separate from any final disposition of benefits from the Pension Plan. |
Overview of Pension Benefits
Pension benefits may be paid to the NEOs under the Pension Plan or the cash balance restoration provision of the NQDC. Effective June 30, 2011, the Pension Plan and the cash balance restoration provision under the NQDC were frozen.
In fiscal year 2023, we began to transition administration of the Pension Plan to an insurance company specializing in pension fund management. All benefits earned under the Pension Plan were protected during this change, meaning it did not impact the value of individual plan participants' benefits. This transition is regulated by the IRS through a standard pension plan termination process and is expected to be completed during the first half of fiscal year 2025. As part of the transition, pension plan participants were offered an opportunity to cash out their plan balances as a one-time lump sum during fiscal year 2024. All NEOs with a pension plan balance elected the cash out option.
| The Clorox Company 2024 Proxy Statement >Executive Compensation Tables | 66 | |
NONQUALIFIED DEFERRED COMPENSATION-FISCAL YEAR 2024
The following table provides information regarding the accounts of the NEOs under the NQDC, ERP, and LTI in fiscal year 2024.
| Name |
Executive Contributions in Last FY ($)(1) |
Registrant Contributions in Last FY ($)(2) |
Aggregate Earnings in Last FY ($)(3) |
Aggregate Balance at Last FYE ($)(4)(5) |
| Linda Rendle | 173,506 | 608,997 | 504,907 | 7,257,487 |
| Kevin Jacobsen | 993,531 | 271,057 | 230,594 | 6,757,940 |
| Eric Reynolds | 205,206 | 291,362 | 308,896 | 4,368,287 |
| Kirsten Marriner | 62,814 | 216,956 | 234,278 | 1,603,387 |
| Angela Hilt | 59,830 | 188,112 | 197,321 | 1,779,661 |
| (1) | Amounts represent the annual base salary and incentive award that each executive deferred into the NQDC during fiscal year 2024. Deferred base salary is also reported in the Summary Compensation Table-Salary. Deferred annual incentive awards are also reported in the Summary Compensation Table-Non-Equity Incentive Plan Compensation. |
| (2) | Represents that portion of the 401(k) Plan company match and annual contribution of up to 10% of eligible compensation that is in excess of IRC compensation limits, pursuant to the 401(k) restoration provision of the NQDC, and Clorox's contribution under the ERP. These contributions are also reported in the Summary Compensation Table-All Other Compensationand are included under the caption "Nonqualified Deferred Compensation Plan" in footnote (6) to the Summary Compensation Table. |
| (3) | Earnings are based on an array of investment options that generally mirror the 401(k) Plan. Earnings vary based on participant investment elections. |
| (4) | Reflects aggregate balances under the restoration provision of the NQDC, any deferred base salary and annual incentive awards in the NQDC, balances under the ERP, and any vested deferred equity awards as of the end of fiscal year 2024. |
| (5) | The executive and registrant contribution total amounts in the table below are also reported as compensation in the Summary Compensation Table in the years indicated: |
| Fiscal Year |
Linda Rendle |
Kevin Jacobsen |
Eric Reynolds |
Kirsten Marriner |
Angela Hilt |
| 2024 | 782,503 | 1,264,588 | 496,568 | 279,770 | 247,942 |
| 2023 | 343,632 | 216,051 | 239,281 | 132,020 | N/A |
| 2022 | 468,714 | 814,687 | 376,651 | 176,628 | N/A |
| The Clorox Company 2024 Proxy Statement >Executive Compensation Tables | 67 | |
Overview of Nonqualified Deferred Compensation Plans
Nonqualified Deferred Compensation Plan
Under the NQDC, participants may voluntarily defer the receipt of up to 50% of their base salary and up to 100% of their annual incentive award. In addition, the NQDC offers a 401(k) restoration provision for those who defer at a required level. All Clorox 401(k) contributions are made in the form of (i) a fixed 6% employer annual contribution and (ii) an employer match of up to 4% of pay into the 401(k) Plan, subject to IRC limits. Contributions on eligible compensation that exceed the IRC limits are contributed into a participant's NQDC account under the 401(k) restoration provision.
Participants in the NQDC may elect to receive benefits from the NQDC either in a lump sum or up to 15 annual payments upon a qualifying payment event. Participants may choose from an array of investment crediting rates that generally mirror the investment fund options available in the 401(k) Plan. The NQDC uses the same benefit formulas, types of compensation to determine benefits, and vesting requirements as the 401(k) Plan. The responsibility to pay benefits under the NQDC is an unfunded and unsecured obligation of Clorox.
Executive Retirement Plan
Our executive officers are eligible for participation in the ERP. The ERP provides that Clorox will make an annual contribution of 5% of an eligible participant's base salary plus annual incentive payment into the ERP.
Clorox contributions vest over a three-year period. Individuals are considered retirement-eligible under the ERP 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 Clorox contributions are immediately vested. ERP 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. Executives may defer any portion of vested PSUs, up to 100%. A distribution election is made at the same time an executive makes the election to defer, which is at least one year before the vesting date. Distribution may be elected as a lump sum or in two to five annual installments, commencing on 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-FISCAL YEAR 2024
The following table reflects the estimated amount of compensation payable to each of our NEOs upon termination of the NEO's employment under various scenarios. The amounts exclude earned amounts such as vested or accrued benefits.
The amounts shown are calculated using an assumed termination date of the last business day of fiscal year 2024 (June 28, 2024) and the closing price of our common stock on that date ($136.47). 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.
| Name and Benefits |
Involuntary Termination Without Cause |
Involuntary Termination After Change In Control |
Resignation or Retirement |
Disability or Death |
|
Linda Rendle Cash Payment |
$ 7,500,000(1) | $ 8,649,806(2) | $ -(3) | $ -(4) |
| Stock Options | 5,110,653(5) | 5,110,653(6) | 5,110,653(5) | 5,110,653(7) |
| Restricted Stock Units | 5,275,384(8) | 5,275,384(9) | 5,275,384(8) | 5,275,384(9) |
| Performance Share Units | 11,508,197(10) | 12,933,262(11) | 11,508,197(10) | 12,933,262(12) |
| Health & Welfare Benefits | 44,203(13) | 66,305(14) | - | - |
| Financial Planning | - | 18,191(15) | - | - |
| Total Estimated Value | $ 29,438,437 | $ 32,053,601 | $ 21,894,234 | $ 23,319,299 |
| The Clorox Company 2024 Proxy Statement >Executive Compensation Tables | 68 | |
| Name and Benefits |
Involuntary Termination Without Cause |
Involuntary Termination After Change In Control |
Resignation or Retirement |
Disability or Death |
||||
| Kevin Jacobsen | ||||||||
| Cash Payment | $ | 2,340,000(16) | $ | 3,900,000(17) | $ | -(3) | $ | -(4) |
| Stock Options | 2,233,832(5) | 2,233,832(6) | 2,233,832(5) | 2,233,832(7) | ||||
| Restricted Stock Units | 1,522,323(8) | 1,522,323(9) | 1,522,323(8) | 1,522,323(9) | ||||
| Performance Share Units | 3,439,635(10) | 3,887,484(11) | 3,439,635(10) | 3,887,484(12) | ||||
| Health & Welfare Benefits | 44,098(13) | 44,098(14) | - | - | ||||
| Financial Planning | - | 18,191(15) | - | - | ||||
| Total Estimated Value | $ | 9,579,887 | $ | 11,605,928 | $ | 7,195,790 | $ | 7,643,639 |
| Eric Reynolds | ||||||||
| Cash Payment | $ | 2,379,000(16) | $ | 4,017,000(17) | $ | -(3) | $ | -(4) |
| Stock Options | 3,090,218(5) | 3,090,218(6) | 3,090,218(5) | 3,090,218(7) | ||||
| Restricted Stock Units | 1,765,376(8) | 1,765,376(9) | 1,765,376(8) | 1,765,376(9) | ||||
| Performance Share Units | 3,967,592(10) | 4,476,489(11) | 3,967,592(10) | 4,476,489(12) | ||||
| Health & Welfare Benefits | 15,883(13) | 4,208(14) | - | - | ||||
| Financial Planning | - | 18,000(15) | - | - | ||||
| Total Estimated Value | $ | 11,218,069 | $ | 13,371,291 | $ | 8,823,186 | $ | 9,332,083 |
| Kirsten Marriner | ||||||||
|
Cash Payment |
$ | 1,780,313(16) | $ | 3,071,250(17) | $ | -(3) | $ | -(4) |
| Stock Options | 5,529(5) | 5,529(6) | 5,529(5) | 553,504(7) | ||||
| Restricted Stock Units | - | 1,192,884(9) | - | 1,192,884(9) | ||||
| Performance Share Units | - | 2,824,520(11) | - | 2,824,520(12) | ||||
| Health & Welfare Benefits | 44,098(13) | 26,098(14) | - | - | ||||
| Financial Planning | - | 18,000(15) | - | - | ||||
| Total Estimated Value | $ | 1,829,939 | $ | 7,138,280 | $ | 5,529 | $ | 4,570,908 |
| Angela Hilt | ||||||||
| Cash Payment | $ | 1,690,000(16) | $ | 2,860,000(17) | $ | -(3) | $ | -(4) |
| Stock Options | 18,822(5) | 18,822(6) | 18,822(5) | 294,130(7) | ||||
| Restricted Stock Units | - | 1,157,948(9) | - | 1,157,948(9) | ||||
| Performance Share Units | - | 2,709,339(11) | - | 2,709,339(12) | ||||
| Health & Welfare Benefits | -(13) | -(14) | - | - | ||||
| Financial Planning | - | 18,191(15) | - | - | ||||
| Total Estimated Value | $ | 1,708,822 | $ | 6,764,300 | $ | 18,822 | $ | 4,161,417 |
| (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. |
| (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. |
| (3) | Ms. Rendle and Messrs. Jacobsen and Reynolds are eligible for retirement under the AIP, including a pro rata AIP award upon retirement. Mses. Marriner and Hilt are 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. |
| (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. |
| The Clorox Company 2024 Proxy Statement >Executive Compensation Tables | 69 | |
| (5) | For Ms. Rendle and Messrs. Jacobsen and Reynolds, who are retirement-eligible under the terms of their equity awards, this amount represents the expected value of accelerated vesting of all outstanding stock options and assumes a five-year expected life or the remaining original term, whichever is shorter. For Mses. Marriner and Hilt, this amount represents the intrinsic value of vested stock options at termination, based on the provision that non-retirement eligible executives exercise stock options within 90 days of termination, calculated as the difference between the fiscal year end closing Clorox common stock price and the exercise price for each option. |
| (6) | For Ms. Rendle and Messrs. Jacobsen and Reynolds, who are retirement-eligible under the terms of their equity awards, this amount represents the expected value of accelerated vesting of all outstanding stock options and assumes a five-year expected life or the remaining original term, whichever is shorter. For Mses. Marriner and Hilt, this amount represents the intrinsic value of accelerated vesting of all outstanding stock options, based on the provision that non-retirement eligible executives exercise stock options within 90 days of termination, calculated as the difference between the fiscal year end closing Clorox common stock price and the exercise price for each option. |
| (7) | For Ms. Rendle and Messrs. Jacobsen and Reynolds, who are retirement-eligible under the terms of their equity awards, this amount represents the expected value of accelerated vesting of all outstanding stock options upon the NEO's termination of employment due to disability or death and assumes a five-year expected life or the remaining original term, whichever is shorter. For Mses. Marriner and Hilt, this amount represents the expected value of accelerated vesting of all outstanding stock options, based on the provision that non-retirement eligible executives exercise stock options within one year of death or disability, calculated as the difference between the fiscal year end closing Clorox common stock price and the exercise price for each option. |
| (8) | Ms. Rendle and Messrs. Jacobsen and Reynolds are retirement-eligible under the terms of their equity awards, meaning all unvested RSUs held longer than six months will continue to vest after termination. This amount represents the expected value of the continued vesting of such RSUs. |
| (9) | This amount represents the value of accelerated vesting of RSUs upon change in control, disability, or death. |
| (10) | Ms. Rendle and Messrs. Jacobsen and Reynolds are eligible for retirement under the terms of their equity awards, and therefore are entitled to receive a pro rata portion of PSUs for the September 2021 and 2022 awards and full continued vesting for the November 2023 awards (having held the 2023 awards longer than six months since the grant date). This value represents full vesting of eligible shares from the September 2021 award, since they would have completed the entire performance period as of the assumed termination date at fiscal year end, pro rata vesting of the eligible shares from the September 2022 awards, and full vesting of eligible shares from the November 2022 award, assuming target payout and valued at the closing price of Clorox common stock as of fiscal year end. The actual payout of the PSUs granted in 2022 and 2023 will not be determined until after the end of each applicable performance period. NEOs who are not retirement-eligible forfeit shares upon termination under these scenarios. |
| (11) | PSUs will vest based on actual performance through the date of the change in control. This amount assumes a prorated target payout and is valued at the closing price of Clorox common stock as of fiscal year end. |
| (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. |
| (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. |
| (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. |
| (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. |
| (16) | This amount reflects two times the NEO's current base salary. In addition, for Messrs. Jacobsen and Reynolds, 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 Mses. Marriner and Hilt, this amount includes 75% of their current year's 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. |
| (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 Messrs. Jacobsen and Reynolds, who are eligible for retirement under the AIP, this amount also includes their current year AIP award (inclusive of actual company multiplier and individual multiplier, both estimated here as 100%), prorated to the date of termination. For Mses. Marriner and Hilt, who are not eligible for retirement under the AIP, this amount includes their current year target AIP award (not inclusive of actual company multiplier or individual multiplier), prorated to the date of termination. |
| The Clorox Company 2024 Proxy Statement >Executive Compensation Tables | 70 | |
Potential Payments Upon Termination
Severance Plan
Under the terms of the Severance Plan, our NEOs are eligible to receive benefits if their employment is terminated by Clorox without cause, other than in connection with a change in control. No benefits are payable under the terms of the Severance Plan if Clorox terminates the employment of the NEO for cause or if the NEO voluntarily resigns.
Regardless of the nature of any NEO's termination, NEOs retain amounts earned over the course of their employment prior to the termination event, such as balances under the NQDC, vested and accrued retirement benefits, and previously vested stock options, except as outlined below under Termination for Misconduct. For further information about amounts previously earned, see the Summary Compensation Tableand Outstanding Equity Awards at Fiscal Year-End, Option Exercises and Stock Vested, Pension Benefits, and Nonqualified Deferred Compensationtables.Under the Severance Plan, each NEO agrees to return and not to use or disclose proprietary information of Clorox and, for two years following any such termination, the NEO is prohibited from soliciting for employment any employee of Clorox.
Termination benefits under the Severance Plan for our NEOs are as follows:
Involuntary Termination Without Cause. If Clorox terminates the employment of a NEO other than the CEO without cause, the Severance Plan entitles the NEO to receive a lump-sum severance payment after termination equal to two times the NEO's then-current base salary. In the case of the CEO, the severance amount is equal to the sum of (i) two times the CEO's base salary and (ii) two times the CEO's target annual short-term incentive for that fiscal year, multiplied by 75%.
Under the Severance Plan, NEOs other than the CEO are also entitled to an amount equal to 75% of their AIP awards for the fiscal year in which they are terminated, prorated to the date of termination. The CEO is entitled to an amount equal to 100% of her AIP award for the fiscal year in which she was terminated, prorated to her date of termination. In each case, the AIP award calculation uses the actual Company Multiplier for the fiscal year in which the executive is terminated and is paid after the end of the fiscal year at the same time AIP awards are paid to active employees.
NEOs who are retirement-eligible under the terms of the AIP are eligible for either the treatment under the Severance Plan (75% for NEOs or 100% for the CEO) or retirement treatment (an Individual Multiplier determined at the discretion of Clorox) for purposes of the AIP award payout. The MDCC decides which treatment to apply; in either case, the AIP award payout would remain prorated to the date of termination.
The Severance Plan provides NEOs with a lump-sum cash payment in lieu of continued participation in our medical, vision, and dental insurance programs. The cash payment represents the value of the monthly employer contribution
toward those benefits in which the NEO was enrolled at termination, times 24 months. In addition, NEOs will be eligible to participate in any combination of our medical, vision, and dental plans offered to former employees who retire at age 55 or older having completed at least 10 years of service, on the same terms as such other former employees. Where applicable, this coverage continues until the NEO turns age 65. Thereafter, the NEO may participate in our general retiree health plan as it may exist in the future, if otherwise eligible. If the NEO will be age 55 or older and will have completed at least 10 years of service at the end of, and including, the two- year period following termination, the NEO will be deemed to be age 55 and to have 10 years of service under any pre-65 retiree health plan.
Under Clorox's policy applicable to all employees, a NEO who is at least age 55 with 10 years of service or who has 20 years of service regardless of age on the date of termination is eligible to receive retirement-related benefits as described in the Termination Due to Retirementsection below.
Severance-related benefits are provided only if the NEO executes a general release prepared by Clorox.
Termination Due to Retirement. Under Clorox's policies applicable to all employees, upon retirement, NEOs are eligible for benefits under the AIP, LTI, ERP, 401(k), and other applicable Clorox benefit plans, including our retiree health plan as it may exist in the future, if otherwise eligible based on the provisions of the respective plans.
A NEO who, on the date of termination, is at least age 55 with 10 years of service, has 20 years of service regardless of age, or is at least age 65 regardless of service is eligible to receive a pro rata portion of the AIP award for the fiscal year in which retirement occurs.
A NEO who is at least age 55 with 10 years of service or who has 20 years of service regardless of age on the date of termination is eligible to receive retirement-related treatment of unvested LTI awards:
| • | RSUs and stock options held for at least six months will continue to vest in accordance with the original vesting schedule. Vested stock options will remain exercisable for five years following the NEO's retirement or until the expiration date, whichever is earlier. |
| • | PSUs granted before fiscal year 2024 will be paid out on a pro rata basis at the end of the relevant performance period based on the actual level of performance achieved during that period. |
| • | Under a retirement provision applicable to executives only, PSUs granted starting in fiscal year 2024 and held for at least six months will continue to vest in accordance with the original vesting schedule and will be paid out at the end of the relevant performance period based on the actual level of performance achieved during that period. |
| The Clorox Company 2024 Proxy Statement >Executive Compensation Tables | 71 | |
Termination Due to Disability or Death. If a NEO begins to receive benefits under our long-term disability plan, Clorox may terminate the NEO's employment at any time, in which case, under Clorox's policy applicable to all employees, the NEO will receive a pro rata portion of the AIP award and a pro rata portion of the NEO's 6% annual contribution to the 401(k) plan for the fiscal year of termination. Stock options and RSUs will vest in full, and all vested options will remain exercisable for one year following the NEO's disability or until the expiration date, whichever is earlier. All PSUs will be paid out at the end of the relevant performance period based on the actual level of performance achieved during that period.
Under Clorox's policy applicable to all employees, if a NEO's employment is terminated due to death, the NEO's beneficiary or estate is entitled to (i) a pro rata portion of the NEO's actual AIP award for the fiscal year of death, (ii) a pro rata portion of the NEO's 6% annual contribution to the 401(k) plan for the fiscal year of death, and (iii) benefits pursuant to our life insurance plan. Stock options and RSUs will vest in full, and all vested options will remain exercisable for one year following the NEO's death or until the expiration date, whichever is earlier. All PSUs will be paid out at the end of the relevant performance period based on the actual level of performance achieved during that period.
Termination for Misconduct. Clorox may terminate a NEO's employment for misconduct at any time without notice. Upon the NEO's termination for misconduct, the NEO is not entitled to any AIP award for the fiscal year in which their termination for misconduct occurs. "Misconduct" under the Severance Plan means any act or omission of the NEO through which the NEO: (i) willfully neglects significant duties he or she is required to perform or willfully violates a material Clorox policy, and, after being warned in writing, continues to neglect such duties or continues to violate the specified Clorox policy; (ii) commits a material act of dishonesty, fraud, misrepresentation or other act of moral turpitude; (iii) acts (or omits to act) with gross negligence in the course of employment; (iv) fails to obey a lawful direction of the Board or, for NEOs other than the CEO, a corporate officer to whom he or she reports, directly or indirectly; or (v) acts in any other manner inconsistent with Clorox's best interests and values.
All unvested and outstanding stock options, RSUs, and PSUs are forfeited upon termination for misconduct. In addition, any retirement-related benefits a NEO would normally receive related to long-term incentive awards are forfeited upon termination for misconduct.
Voluntary Termination. A NEO may resign from employment at any time. Upon a NEO's voluntary resignation, other than when such NEO is eligible for retirement as described above, the NEO is not entitled to any AIP award for the fiscal year of termination. All unvested stock options, RSUs, and PSUs are forfeited upon voluntary termination. Previously vested stock options will remain exercisable for 90 days after resignation or until the expiration date, whichever is earlier.
Potential Payments Upon Change in Control
Executive Change in Control Severance Plan
Under the CIC Plan, executives 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's termination is directly related to or in anticipation of a change in control.
The severance benefits under the CIC Plan include (i) a lump- sum severance payment equal to two times-or, in the case of the CEO, three times-the sum of (a) the executive's base salary and (b) average AIP award for the three completed fiscal years prior to termination, (ii) a lump-sum amount equal to the difference between the actuarial equivalent of the benefit the NEO would have been entitled to receive if their employment had continued until the second anniversary of the date of termination and the actuarial equivalent of the aggregate benefits paid or payable as of the date of termination under the qualified and nonqualified retirement plans, (iii) a payment equal to the cost of applicable healthcare benefits for a maximum of two-or, in the case of the CEO, three-years following a severance-qualifying termination, (iv) continued financial planning services for the year of termination, (v) vesting of all outstanding equity awards granted prior to the change in control, and (vi) an amount equal to the average AIP award for the three completed fiscal years preceding termination, prorated for the number of days employed in the fiscal year during which termination occurred.
In addition, 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 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) willfully engaging in illegal conduct or gross misconduct that is 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 has been given and the executive has had an opportunity to be heard.
| The Clorox Company 2024 Proxy Statement >Executive Compensation Tables | 72 | |
"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, equity 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.
Fiscal Year 2024 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 Tablein this proxy statement.
| • | Total compensation for our median compensated employee was $71,787. |
| • | Our PEO to median compensated employee pay ratio is 177:1. |
The pay ratio reported here is a reasonable estimate calculated in a manner consistent with SEC rules.
We believe there has been no change to our employee population and compensation arrangements, or the circumstances of the median compensated employee used in both fiscal year 2022 and fiscal year 2023, that would result in a significant change to our pay ratio disclosure. Accordingly, as permitted under SEC rules, we are using the same median employee to calculate our fiscal year 2024 PEO pay ratio. We will select a new median compensated employee for our fiscal year 2025 pay ratio disclosure.
To identify our median compensated employee for purposes of this disclosure, we first determined the pool of all individuals employed by us, other than the PEO, on June 30, 2022. Subsequently, we reviewed the total cash compensation earned by each such individual during fiscal year 2022. All employees (full-time, part-time, and temporary) other than the PEO were included in this analysis. We did not make any assumptions, adjustments, or estimates with respect to total cash compensation and no exclusions were used during this process. Finally, we selected our median compensated employee from that pool in accordance with the SEC rules as explained in our proxy statement for fiscal year 2022.
The SEC's rules for identifying the median compensated employee and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies, including our compensation peer group, may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Fiscal Year 2024 Pay Versus Performance
Under rules adopted by the SEC under the Dodd-Frank Act (the pay versus performance or PVP rules), we are providing the following information about the relationship between the SEC's specified definition of pay, referred to as Compensation Actually Paid (CAP), and certain performance measures as defined by the SEC.
The MDCC does not use CAP as the basis for making compensation decisions, nor does it use the performance measures prescribed by the SEC to assess performance under Clorox's short-term or long-term incentive plans. The dollar amounts for "compensation actually paid" in the Pay Versus Performance Tablebelow does not reflect the actual amount of compensation earned, realized, or received by the PEO or any individual NEO during the applicable fiscal years. A significant portion of the value reflected in the table remains subject to forfeiture if underlying vesting conditions
for equity awards are not achieved. For information regarding the decisions made by the MDCC regarding executives' compensation for each fiscal year, see the Compensation Discussion and Analysissection in this proxy statement and the tables and narrative explanations reporting compensation for the fiscal years covered in the table.
Refer to the Executive Compensation Philosophyand Fiscal Year 2024 Compensation of Our Named Executive Officerssections of the CD&A for additional details on how we align pay with performance.
The information in this section shall not be deemed to be incorporated by reference into any filing by us under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate this section by reference in such filing.
| The Clorox Company 2024 Proxy Statement >Executive Compensation Tables | 73 | |
Most Important Financial Performance Measures Linking Pay and Performance During Fiscal Year 2024
In accordance with the PVP rules, we have listed below the most important financial measures we used to link pay to performance for fiscal year 2024.
| Measure | Where Used |
| Economic Profitmeasures our ability to generate value through business operations. | Long-Term Incentive Plan (indirect) |
| Growth in Economic Profitmeasures our ability to generate value over time. | Long-Term Incentive Plan (direct) |
| Net Customer Salesmeasures our ability to generate revenue from core operations. | Annual Incentive Plan |
| Net Earnings Attributable to Cloroxmeasures our ability to generate sustainable profits from our operations, distribute dividends, reinvest in the business, and pursue growth opportunities. | Annual Incentive Plan |
| Gross Marginmeasures our operational efficiency and our ability to manage production cost. | Annual Incentive Plan |
Individual Performance Considerations
While our performance relative to these measures determines our AIP funding and PSU payouts under our long-term incentive plan, the MDCC also considers other factors when determining compensation for our NEOs, such as job responsibilities, tenure, experience, external market positioning, performance over time, and retention risk.
The MDCC completes a rigorous performance assessment for each NEO and holistically considers strategic, operational, and financial achievements during the year-including achievements toward ESG goals-when making individual pay decisions. See the Annual Incentivessection of the CD&A for additional details on the individual performance considerations the MDCC used to determine fiscal year 2024 compensation.
| The Clorox Company 2024 Proxy Statement >Executive Compensation Tables | 74 | |
Pay Versus Performance Table-Fiscal Year 2024
|
Value of Initial Fixed $100 Investment Based on: |
||||||||||
| Year(1,2) |
Summary Compensation Table Total for PEO (Rendle) |
Compensation Actually Paid(3) to PEO (Rendle) |
Summary Compensation Table Total for PEO (Dorer) |
Compensation Actually Paid(3) to PEO (Dorer) |
Average Summary Compensation Table Total for Non-PEO NEOs |
Average Compensation Actually Paid(3) to Non-PEO NEOs |
Total Shareholder Return(4) |
Peer Group Total Shareholder Return(5) |
Net Income ($M) |
Economic Profit(6) ($M) |
| FY24 | 12,685,308 | 6,227,375 | - | - | 4,019,223 | 2,218,829 | 69.76 | 140.30 | 292 | 573 |
| FY23 | 11,649,650 | 19,409,637 | - | - | 4,049,242 | 5,532,135 | 78.61 | 125.81 | 161 | 397 |
| FY22 | 8,534,808 | 7,087,568 | - | - | 3,199,457 | 2,503,719 | 67.49 | 118.44 | 471 | 282 |
| FY21 | 7,899,309 | 4,551,818 | 3,366,210 | -1,467,203 | 3,354,685 | 1,964,538 | 83.75 | 112.34 | 719 | 672 |
| (1) | Ms. Rendle was PEO for the entirety of fiscal years 2024, 2023, and 2022. Ms. Rendlesucceeded Benno Doreras PEO on September 14, 2020; each was a PEO for part of fiscal year 2021. |
| (2) | Non-PEO NEOs were Messrs. Jacobsen and Reynolds and Mses. Marriner and Hilt for fiscal year 2024; Messrs. Jacobsen and Reynolds and Mses. Marriner and Stacey Grier for fiscal year 2023; Messrs. Jacobsen and Reynolds and Mses. Marriner and Rebecca Dunphey for fiscal year 2022; and Messrs. Jacobsen, Reynolds, and Tony Matta and Ms. Marriner for fiscal year 2021. |
| (3) | See following table for additional details about the calculation of the CAP value. |
| (4) | Total Shareholder Return (TSR) assumes an initial $100 investment in Clorox stock beginning on June 30, 2020. TSR is cumulative, with the value determined at the end of each applicable fiscal year, calculated in accordance with Item 201(e) of Regulation S-K, as modified by the PVP rules. |
| (5) | The peer group represents a composite index composed of the Standard & Poor's Household Products Index and the Standard & Poor's Housewares & Specialties Index, which is used by Clorox for purposes of compliance with Item 201(e) of Regulation S-K. Peer group TSR is calculated in accordance with Item 201(e) of Regulation S-K, as modified by the PVP rules. |
| (6) | The SEC requires disclosure of a company-selected measure, representing the most important financial measure linking CAP for the current fiscal year to company performance. The company-selected measure for fiscal year 2024 is Economic Profit, a non-GAAP financial measure. Refer to Appendix B for a reconciliation to the most directly comparable GAAP financial measure. |
The following table provides additional information on how CAP for the current reporting year was determined, starting with Summary Compensation Table (SCT) total compensation and applying each of the required adjustments in accordance with PVP rules.
| PEO | Average of Non-PEO NEOs | |
| SCT Total Compensation | 12,685,308 | 4,019,223 |
| Subtract change in pension value and NQDC earnings reported in SCT | -668 | -4,250 |
| Add value of pension benefits per CAP definition(1) | 335 | 613 |
| Subtract value of stock and option awards granted during the fiscal year reported in SCT | -8,749,935 | -2,299,888 |
| Add value of stock and option awards granted during the fiscal year(2) | 8,746,089 | 2,288,158 |
| Add/subtract change in fair value of unvested stock and option awards(3,4) | -6,100,927 | -1,664,088 |
| Add/subtract change in fair value of stock and option awards vested during the fiscal year(4,5) | -849,487 | -253,362 |
| Subtract fair value of stock and option awards forfeited during the fiscal year(6) | - | - |
| Add value of dividends accrued on stock awards(7) | 496,659 | 132,422 |
| CAP | 6,227,375 | 2,218,829 |
| (1) | CAP definition of pension benefits is equal to service cost during the fiscal year. During fiscal year 2024, service cost was zero. The prior service cost reported for fiscal year 2024 represents the increase in benefit obligation measured as of September 30, 2023 relating to the plan's December 18, 2023 amendment (effective October 1, 2023) to provide an extra quarter of interest to certain cash balance accounts at an annualized rate of 2.41%. This increase in the benefit obligation was determined for each of the named executives in each of the current and past three fiscal years. |
| (2) | Year end fair value of equity awards granted during the current fiscal year that remain outstanding and unvested as of the last day of the fiscal year. |
| (3) | Year-over-year change in fair value as of the last day of the current fiscal year of outstanding and unvested equity awards granted in prior fiscal years. |
| The Clorox Company 2024 Proxy Statement >Executive Compensation Tables | 75 | |
| (4) | The change in fair values for unvested stock and option awards were calculated on each of the required measurement dates using assumptions based on criteria consistent with those used for grant date fair value calculations and in accordance with the methodology used for financial reporting purposes. The fair values of RSUs were determined based on the closing price of Clorox common stock on the measurement dates. Prior to the final measurement date, the fair values of unvested PSUs were determined based on the probable outcome of performance-based vesting conditions and the closing price of Clorox common stock on each measurement date. On the final measurement date, the fair value of PSUs was determined based on the approved payout factor and the closing price of Clorox common stock on that date. The fair values of stock options were determined using a Black-Scholes option pricing model with corresponding assumptions (risk-free interest rate, dividend yield, expected volatility factor, and expected option life) as of each measurement date. |
| (5) | Year-over-year change in fair value as of the vesting date of equity awards granted in prior fiscal years that vested during the current fiscal year. |
| (6) | Fair value at the end of the prior fiscal year of equity awards that failed to meet vesting conditions in the current fiscal year. |
| (7) | These amounts represent the dollar value of any dividends or other earnings accrued or paid on stock awards during the current fiscal year, or prior to the vesting date for awards vested during the fiscal year, not otherwise reflected in the fair value of such awards or included in any other component of total compensation for the fiscal year. |
Relationship Between CAP and TSR
The charts below reflect the relationship between the PEO and Average NEO CAP, Clorox TSR, and TSR for our peer group. We do not use TSR as a metric in our incentive plans. However, our PSU metric-growth in EP during a three-year performance period-is a key driver of changes in shareholder value and a principal determinant of TSR.
Relationship Between CAP and Net Income (GAAP)
The charts below reflect the relationship between the PEO and Average NEO CAP and Clorox's GAAP net income. We do not use net income as a metric in our incentive plans.
| The Clorox Company 2024 Proxy Statement >Executive Compensation Tables | 76 | |
Relationship Between CAP and Economic Profit (our Company-Selected Measure)
The charts below reflect the relationship between the PEO and Average NEO CAP and EP. We consider EP to be the most important financial measure linking pay to performance in fiscal year 2024 because awards under our long-term incentive plan are the largest component of NEO compensation, PSUs make up 60% of long-term incentive plan awards, and EP is the basis of our PSU measure (growth in EP). EP is a measure we commonly evaluate and communicate as a key indication of our business performance and is substantially correlated with our stock price performance, and therefore to CAP. Unlike our PSU measure, EP is a single-year measure, meeting the SEC's rules for the PVP table.
| The Clorox Company 2024 Proxy Statement >Equity Compensation Plan Information | 77 | |
Equity Compensation Plan Information
The following table sets out the number of shares of common stock to be issued upon exercise of outstanding options, warrants, and rights, the weighted-average exercise price of outstanding options, warrants, and rights, and the number of securities available for future issuance under equity compensation plans as of June 30, 2024.
| [a] | [b] | [c] | |
| Plan category |
Number of securities to be issued upon exercise of outstanding options, warrants, and rights (in thousands) |
Weighted-average exercise price per share of outstanding options, warrants, and rights |
Number of securities remaining for future issuance under non-qualified stock- based compensation programs (excluding securities reflected in column [a]) (in thousands) |
| Equity compensation plans approved by security holders | 5,121 | $ 150 | 3,228 |
| Equity compensation plans not approved by security holders | - | - | - |
| Total | 5,121 | $ 150 | 3,228 |
Column [a] includes the following outstanding equity-based awards (in thousands):
| • | 3,790 stock options |
| • | 721 restricted stock awards |
| • | 483 performance shares and deferred shares |
| • | 127 DSUs for non-employee directors |
| The Clorox Company 2024 Proxy Statement >Audit Committee Matters | 78 | |
Audit Committee Matters
Proposal 3: Ratification of Independent Registered Public Accounting Firm
The Audit Committee has the authority to appoint, retain, compensate, and oversee the Company's independent registered public accounting firm, and the Company's shareholders must ratify the Audit Committee's selection and appointment. The Audit Committee has selected Ernst & Young LLP (EY) as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2025. EY has been engaged since February 15, 2003.
Board's Recommendation
The Board unanimously recommends that shareholders vote FOR the ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2025. While we are not required by law to obtain such ratification from our shareholders, the Board believes it is good practice to do so. The Audit Committee and the Board believe that the continued retention of EY as the Company's independent registered public accounting firm is in the best interests of the Company and its shareholders.
Representatives of EY are expected to be present at the Annual Meeting to respond to appropriate questions and to make a statement should they desire to do so.
Vote Required
The affirmative vote of a majority of the votes present in person or represented by proxy and entitled to vote on the matter is required to ratify the appointment of EY. If shareholders fail to ratify the appointment of EY, the Audit Committee will reconsider the appointment.
The people designated in the proxy and voting instruction card will vote your shares represented by proxy FOR ratification unless you include instructions to the contrary.
| The Clorox Company 2024 Proxy Statement >Audit Committee Report | 79 | |
Audit Committee Report
The Audit Committee assists the Board in its oversight of corporate governance by overseeing the quality and integrity of the accounting, auditing, and financial reporting practices of the Company.
The Audit Committee is responsible for the appointment, retention, compensation, and oversight of the Company's independent registered public accounting firm, including the review of their qualifications, independence and performance, and approval of the audit fee. In this regard, the Audit Committee appointed Ernst & Young LLP (EY) to audit the Company's financial statements as of and for the year ended June 30, 2024, and the effectiveness of the Company's internal control over financial reporting as of June 30, 2024. EY has served as the Company's independent registered public accounting firm since February 2003. The Audit Committee considered several factors in selecting EY as the Company's independent registered public accounting firm for the year ended June 30, 2024, including the firm's independence and internal quality controls, the overall depth of talent, their experience with the Company's industry, and their familiarity with the Company's businesses and internal control over financial reporting. In determining whether to reappoint EY as the Company's independent registered public accounting firm for the year ending June 30, 2025, the Audit Committee again took those factors into consideration along with its evaluation of the past performance of EY and determined that the continued retention of EY as the Company's independent registered public accounting firm is in the Company's best interests.
The Audit Committee has a policy that requires it to consider and approve, in advance, any audit and permissible non-audit services to be performed by the independent registered public accounting firm. Among the assurance and related services provided by EY in fiscal year 2024, EY has issued reports on its review of certain corporate responsibility and sustainability metrics and information provided in the Company's 2024 integrated annual report. The Audit Committee obtained from EY the written disclosures and the letter required by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) regarding communications with the Audit Committee concerning independence of the auditors and discussed with the auditors their independence. In evaluating EY's independence, the Audit Committee considered whether the firm's provision of any non-audit services impaired or compromised the firm's independence and concluded that they did not.
Further, in conjunction with the mandated rotation of the auditing firm's coordinating partner, the Audit Committee and its chairperson oversee and are directly involved in
the selection of EY's new coordinating partner. The Audit Committee periodically considers rotation of the registered independent public accounting firm.
In fulfilling its oversight responsibilities, the Audit Committee meets regularly with management and EY to discuss, prior to their release to the public, the Company's financial statements and earnings releases and, as appropriate, other Company public communications containing Company financial information or performance measures. The Audit Committee's meetings with the independent registered public accounting firm, which are both with and without management present, include discussions about the results of the independent registered public accounting firm's examinations and evaluations of the quality of the Company's financial statements and the Company's internal control over financial reporting.
In this regard, the Audit Committee reviewed and discussed with management the audited financial statements included in the Annual Report on Form 10-K for the fiscal year ended June 30, 2024. This review included a discussion of the quality and the acceptability of the Company's financial reporting and system of internal controls, including the clarity of disclosures in the financial statements, reasonableness of significant contingency accruals, reserves, allowances and other judgments, critical accounting policies and estimates, and risk assessment. In addition, the Audit Committee reviewed and discussed with the Company's independent registered public accounting firm the scope and plans for their audit, the audited financial statements of the Company for the fiscal year ended June 30, 2024, the independent registered public accounting firm's judgments as to the quality and acceptability of the Company's financial reporting, EY's discussion about critical audit matters in its report on the audited financial statements for the fiscal year ended June 30, 2024, the Company's critical accounting policies and estimates, the effectiveness of the Company's internal control over financial reporting and such other matters as are required to be discussed by the applicable requirements of the PCAOB and SEC.
Based upon the review and discussions referred to above, the Audit Committee recommended to the Board that the Company's audited financial statements be included in the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2024, for filing with the SEC.
| The Clorox Company 2024 Proxy Statement >Audit Committee Report | 80 | |
THE AUDIT COMMITTEE as of June 30, 2024
|
Christopher J. Williams, Chair |
Julia Denman | A.D. David Mackay | Paul Parker | Stephanie Plaines |
Fees of the Independent Registered Public Accounting Firm
The table below includes fees related to fiscal years 2024 and 2023 of the Company's independent registered public accounting firm, EY:
| 2024 | 2023 | |
| Audit Fees(1) | $ 7,954,000 | $ 5,550,000 |
| Audit-Related Fees(2) | 368,000 | 195,000 |
| Tax Fees(3) | 233,000 | 133,000 |
| All Other Fees(4) | 3,000 | 3,000 |
| Total | $ 8,558,000 | $ 5,881,000 |
| (1) | Consists of fees for professional services rendered for the audit of the Company's annual financial statements and internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002, included in the Company's Annual Reports on Form 10-K for each of the fiscal years ended June 30, 2024 and 2023, and for review of the financial statements included in the Company's Quarterly Reports on Form 10-Q during those fiscal years. Fiscal year 2024 includes additional audit fees primarily related to the August 2023 cyberattack. |
| (2) | Consists of fees for assurance and related services (including sustainability assurance, other attestation services, and the Company's employee benefit plans) not included in the Audit Fees listed above. |
| (3) | Consists of fees for tax compliance, tax advice and tax planning for the fiscal years ended June 30, 2024 and 2023. These services included advisory services on tax matters and review services for domestic and foreign subsidiaries and affiliates. |
| (4) | Consists of fees for all other services not included in the three categories set forth above and are primarily related to subscriptions to online content for fiscal years ended June 30, 2024 and 2023. |
The Audit Committee has established a policy that requires it to approve all services provided by the Company's independent registered public accounting firm before services are provided. The Audit Committee has pre-approved the engagement of the independent registered public accounting firm for audit services, and certain specified audit-related services and tax services within defined limits for the fiscal years ended June 30, 2024 and 2023. The Audit Committee has not pre-approved engagement of the independent registered public accounting firm for any other non-audit services.
| The Clorox Company 2024 Proxy Statement >Information About the Virtual Annual Meeting | 81 | |
Information About the Virtual Annual Meeting
This proxy statement is furnished in connection with the solicitation of proxies by the Board of The Clorox Company, a Delaware corporation, for use at the Annual Meeting, to be held at 9:00 a.m. Pacific time on Wednesday, November 20, 2024.
The Annual Meeting will be virtual and held online via live webcast at meetnow.global/MYPFQZ4. Please refer to the Attending the Virtual Annual Meetingsection of this proxy statement for more information about procedures for attending the virtual Annual Meeting. There will not be an option to attend the meeting in-person.
For purposes of the following sections, you are a registered shareholder if your shares are registered in your name with Computershare, and you are a beneficial owner if you hold your shares through a broker, bank or other holder of record.
Delivery of Proxy Materials
Pursuant to rules adopted by the SEC, we are furnishing proxy materials to our shareholders primarily over the Internet. We believe that this process expedites shareholders' receipt of these materials, lowers the costs of our Annual Meeting and reduces the environmental impact of mailing printed copies. Accordingly, on or about October 4, 2024, we began mailing the Notice to our shareholders (other than those shareholders who previously requested electronic or paper delivery of communications from us), informing them that our proxy statement, 2024 integrated annual report-executive summary, and voting instructions are available on the Internet as of the same date.
As a shareholder, you may access these materials and vote your shares via the Internet or by telephone. You may also request that a printed copy of the proxy materials be sent to you. You will not receive a printed copy of the proxy materials unless you request one in the manner described in the Notice.
The Notice of Annual Meeting, proxy statement, and 2024 integrated annual report-executive summary are available at www.edocumentview.com/CLX.
Electronic Delivery of Proxy Materials
We encourage our shareholders to enroll in voluntary e-delivery of future proxy materials. We believe that this process expedites shareholders' receipt of these materials, lowers the costs of our Annual Meeting and reduces the environmental impact of mailing printed copies.
| Registered shareholders | Visit computershare.com and log into your account to enroll. |
| Beneficial owner | Please follow the instructions provided to you by your broker, bank, trustee or nominee. |
Voting Information
Who Is Entitled to Vote
Only shareholders of record at the close of business on September 23, 2024 (the Record Date) are entitled to vote at the Annual Meeting. On that date, there were 123,668,676 shares of common stock outstanding and entitled to vote. Holders of common stock as of the close of business on the Record Date are entitled to one vote per share on each matter submitted to a vote of shareholders.
How to Vote Before the Annual Meeting
| Registered shareholders | You may vote via the Internet or by telephone by following the instructions on your proxy card, voting instruction form or Notice or (if you received a printed copy of the proxy materials) by completing and returning a proxy card or voting instruction form by mail. |
| Beneficial owner | You must follow your broker, bank or other holder of record's instructions to vote. |
| The Clorox Company 2024 Proxy Statement >Information About the Virtual Annual Meeting | 82 | |
How to Vote During the Annual Meeting
You may vote your shares at the Annual Meeting if you attend the meeting virtually and vote electronically during the Annual Meeting.
| Registered shareholders | You will need the 15-digit control number included on the Notice, your proxy card (if you received a printed copy of the proxy materials), or the instructions that accompanied your proxy materials. If you vote by proxy and also attend the Annual Meeting, you do not need to vote again at the Annual Meeting unless you wish to change your vote. |
| Beneficial owner | You may need register with Computershare by 5:00 p.m. Eastern Time on November 15, 2024 to gain access to the Annual Meeting and to vote your shares or ask questions during the Annual Meeting. Please see the Attending the Virtual Annual Meeting sectionon pg 86 of the proxy statement for more information. |
Voting Shares Held in the Clorox 401(k) Plan
| 401(k) plan participants | You will receive a voting instruction card to direct Vanguard, as trustee of our 401(k) plan, how to vote the shares attributable to your individual account. Vanguard will vote shares as instructed by participants prior to 11:59 p.m. Eastern time on November 17, 2024. If you do not provide voting directions to Vanguard by that time, the shares attributable to your account will be voted pro rata in proportion to the shares for which Vanguard has received voting instructions. Shares held in our 401(k) plan cannot be voted electronically during the Annual Meeting-please ensure that you complete the voting instruction card to direct the 401(k) plan trustee how to vote the shares attributable to your account prior to 11:59 p.m. Eastern time on November 17, 2024. |
How to Revoke Your Proxy or Change Your Vote
| Registered shareholders |
You may change your vote or revoke your proxy at any time before it is exercised at the Annual Meeting by taking any of the following actions: •submitting written notice of revocation to the corporate secretary of the Company; •voting again electronically by telephone or via the Internet or by submitting another proxy card with a later date; or •participating in the Annual Meeting and voting your shares electronically during the Annual Meeting. |
| Beneficial owner | You must follow the instructions of your bank, broker or other nominee to revoke your voting instructions. |
Effect of Not Providing Voting Instructions to Your Broker
| Beneficial owner |
You have the right to direct your bank or broker how to vote your shares, and it is required to vote those shares in accordance with your instructions. Under applicable NYSE rules, if you do not give instructions to your bank or brokerage firm, it will have discretion to vote your shares on "routine" matters, but it will not be permitted to vote your shares on "non-routine" matters. In the case of a non-routine matter, your shares will be considered "broker non-votes" on that proposal. Proposal 3 (Ratification of Independent Registered Public Accounting Firm) is the only routine matter on the agenda at this year's Annual Meeting. Thus, the broker is entitled to vote your shares on Proposal 3 even if you do not provide voting instructions to your broker. The broker is not entitled to vote your shares on Proposal 1 and 2 without your instructions. |
| The Clorox Company 2024 Proxy Statement >Information About the Virtual Annual Meeting | 83 | |
Quorum
We must have a "quorum" to conduct the Annual Meeting. A quorum is a majority of the outstanding shares of common stock entitled to vote at the meeting, present in person or by proxy. Abstentions and broker non-votes (described above) will be counted for the purpose of determining a quorum.
Votes Required; Effect of Abstentions and Broker Non-Votes
Proposal 1 (Election of Directors). A director nominee will be elected if he or she receives a majority of the votes cast in person or represented by proxy. A majority of the votes cast means that the number of shares voted FOR a director must exceed the number of shares voted AGAINST that director. An abstention or a broker non-vote on Proposal 1 will not have any effect on the election of directors and will not be counted in determining the number of votes cast. Your broker is not entitled to vote your shares on Proposal 1 unless you provide voting instructions.
Proposals 2 (Advisory Vote on Executive Compensation) and 3 (Ratification of Independent Public Accounting Firm). Approval of each of Proposals 2 and 3 requires the affirmative vote of a majority of the votes present in person or represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as a vote against the proposal. Broker non-votes will have no effect and will not be counted, with respect to Proposal 2. We expect there will be no broker non-votes with respect to Proposal 3, since brokers have discretionary voting authority with respect to this proposal.
Board's Recommendations
The Board recommends that you vote:
| • | FOR the election of each of the 11 nominees for director named in this proxy statement (Proposal 1); |
| • | FOR the proposal to approve (on an advisory basis) the compensation of the Company's named executive officers (Proposal 2); and |
| • | FOR the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2025 (Proposal 3). |
Other Matters
Management of the Company is not aware of any matters other than those described in this proxy statement that may be presented for action at the Annual Meeting. If any other matters are properly presented at the Annual Meeting for consideration, the proxy holders will have discretion to vote for you on those matters.
Counting Votes; Vote Results
Votes will be counted by Computershare Trust Company, N.A., our inspector of election appointed for the Annual Meeting. We will report final results in a filing with the SEC on Form 8-K, which will be filed within four business days following the Annual Meeting.
Form 10-K, Financial Statements, and Integrated Annual Report - Executive Summary
The following portions of the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2024, are attached as Appendix A to this proxy statement: Management's Discussion and Analysis of Financial Condition and Results of Operations; Management's Report on Internal Control over Financial Reporting; Report of Independent Registered Public Accounting Firm; and Consolidated Financial Statements. The Company's Form 10-K has been filed with the SEC and posted on the Company's website and a copy may be obtained, without charge, by calling Clorox Investor Relations at (510) 271-7767 toll-free or by contacting The Clorox Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-1888. The 2024 integrated annual report-executive summary is available with the proxy statement at edocumentview.com/CLX and is not incorporated by reference herein.
| The Clorox Company 2024 Proxy Statement >Information About the Virtual Annual Meeting | 84 | |
Solicitation of Proxies
We will pay for the entire cost of soliciting proxies on behalf of the Company. We will also reimburse brokers, banks, and other agents for the cost of forwarding the Company's proxy materials to beneficial owners. Our directors and employees may also solicit proxies in person, by telephone, via the Internet, or by other means of communication, for which they will not be paid any additional compensation. We have retained Innisfree M&A Incorporated (Innisfree) to assist in soliciting proxies for the Annual Meeting at an estimated cost of $20,000 plus out-of-pocket expenses and have agreed to indemnify Innisfree against certain liabilities arising out of or in connection with their engagement.
Shareholder Proposals and Director Nominations for the 2025 Annual Meeting
Shareholder Proposals for Inclusion in the Proxy Statement for the 2025 Annual Meeting
In the event that a shareholder wishes to have a proposal considered for presentation at the 2025 Annual Meeting of Shareholders and included in the Company's proxy statement and form of proxy used in connection with such meeting pursuant to Exchange Act Rule 14a-8, the proposal must be received by the Company's corporate secretary no later than the close of business on June 6, 2025. Any such proposal must comply with the requirements of Rule 14a-8.
Director Nominations for Inclusion in the Proxy Statement for the 2025 Annual Meeting
The Board has adopted proxy access, which allows a shareholder or group of up to 20 shareholders who have owned at least 3% of the Company's common stock for at least three years to submit director nominees (up to 20% of the Board) for inclusion in the Company's proxy materials if the shareholder or group provides timely written notice of such nomination and the shareholder or group, and the nominee(s) satisfy the requirements specified in the Company's Bylaws. To be timely for inclusion in the Company's proxy materials, notice must be received by the corporate secretary at the principal executive offices of the Company no earlier than the close of business on May 7, 2025, and no later than the close of business on June 6, 2025. The notice must contain the information required by the Company's Bylaws, and the shareholder or group and its nominee(s) must comply with the information and other requirements in our Bylaws relating to the inclusion of shareholder nominees in the Company's proxy materials.
Other Proposals and Director Nominations for Presentation at the 2025 Annual Meeting
Our Bylaws also establish an advance notice procedure for shareholders who wish to present a proposal, including the nomination of directors, before an annual meeting of shareholders but do not intend for the proposal to be
included in our proxy statement. Under our Bylaws, if a shareholder, rather than seeking to include a proposal or director nomination in the proxy statement as discussed above, seeks to nominate a director or propose other business for consideration at that meeting, notice must be received by the corporate secretary at the principal executive offices of the Company no later than the close of business on the 90th day or earlier than the close of business on the 120th day prior to the first anniversary of the preceding year's annual meeting. To be timely for the 2025 Annual Meeting of Shareholders, the notice must be received by the corporate secretary on any date beginning no earlier than the close of business on July 23, 2025, and ending no later than the close of business on August 22, 2025. However, in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 60 days from such anniversary date, notice by the shareholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. The notice must contain the information required by the Company's Bylaws. If a shareholder does not meet these deadlines, or does not satisfy the requirements of Rule 14a-4 of the Exchange Act, the persons named as proxies will be allowed to use their discretionary voting authority when and if the matter is raised at the annual meeting.
In addition to satisfying the requirements of the Bylaws, including the earlier notice deadlines set out above and therein, to comply with universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company's nominees must also provide notice that sets forth the information required by Rule 14a-10 of the Exchange Act, no later than September 21, 2025.
All notices of proposals or nominations, as applicable, must be addressed to The Clorox Company, c/o Corporate Secretary, 1221 Broadway, Oakland, CA 94612-1888.
| The Clorox Company 2024 Proxy Statement >Information About the Virtual Annual Meeting | 85 | |
Eliminating Duplicative Proxy Materials
A single Notice of Annual Meeting and proxy statement or Notice of Internet Availability of Proxy Materials will be delivered to shareholders who share an address, unless otherwise requested. If you share an address with another shareholder, have received only one set of proxy materials and wish to receive a separate copy, or if you are currently receiving multiple copies of the proxy materials at the same address and wish to receive a single copy in the future:
|
Registered shareholders Contact Computershare to make your request. Computershare Investor Services P.O. Box 43006 Providence, RI 02940-3006 Shareholders may call toll-free at (877) 373-6374 |
Beneficial owners Contact your bank, broker, or other holder of record to make your request. |
| The Clorox Company 2024 Proxy Statement >Attending the Virtual Annual Meeting | 86 | |
Attending the Virtual Annual Meeting
The Annual Meeting will be held on Wednesday, November 20, 2024, at 9:00 a.m. Pacific time, via live webcast at meetnow.global/MYPFQZ4.
To attend the Annual Meeting, you must be a shareholder of the Company as of the close of business on the Record Date and have a 15-digit control number to access the virtual Annual Meeting. Please see more detailed information below.
You are a registered shareholder if your shares are registered in your name with Computershare. You are a beneficial owner if you hold your shares through a broker, bank or other holder of record.
|
How to access and participate in the Annual Meeting online |
Registered shareholders | ||
|
Visit the Annual Meeting website at meetnow.global/MYPFQZ4. Please note that you may not use the Internet Explorer browser to access the meeting, as it is no longer supported. |
|||
| Enter the 15-digit control number included on the Notice, your proxy card (if you received a printed copy of the proxy materials), or the instructions that accompanied your proxy materials. | |||
| Beneficial owners | |||
| You have two options to be able to attend the Annual Meeting. | |||
| Register in advance of the Annual Meeting | |||
| To register, you will need to send your name, email address and an image of proof of your proxy power (i.e., a legal proxy) reflecting your Clorox shareholding to Computershare at [email protected], with the subject line, "Legal Proxy." Such requests must be received no later than 5:00 p.m. Eastern time on November 15, 2024. | |||
| To attend the Annual Meeting, visit the Annual Meeting website at meetnow.global/MYPFQZ4 and enter the unique control number provided to you by Computershare. | |||
| Register at the Annual Meeting | |||
| You may not need to pre-register with Computershare and may, instead, be able to use the control number received with your voting instruction form from your bank, broker or other holder or record. Please note, however, that this option is provided as a convenience to beneficial owners only, and there is no guarantee this option will be available to you. | |||
| To attend the Annual Meeting, visit the Annual Meeting website at meetnow.global/MYPFQZ4 and enter the control received with your voting instruction form from your bank, broker or other holder or record. We encourage you to access the Annual Meeting website prior to the Annual Meeting date, to confirm that you are able to attend the Annual Meeting without pre-registering with Computershare. | |||
| You may begin to log into the meeting platform beginning at 8:30 a.m. Pacific time on November 20, 2024. The meeting will begin promptly at 9:00 a.m. Pacific time on November 20, 2024. |
| The Clorox Company 2024 Proxy Statement >Attending the Virtual Annual Meeting | 87 | |
| For help with technical difficulties during the Annual Meeting |
Call Computershare Investor Services at (800) 756-8200 (U.S. toll-free) for assistance. If you need additional shareholder support, please email [email protected] or call (510) 271-7767 for assistance. Please note that you may not use the Internet Explorer browser to access the meeting, as it is no longer supported. |
| Any additional questions | Email Clorox Investor Relations at [email protected] or call (510) 271-7767. |
Submitting Questions for the Virtual Annual Meeting
We are committed to ensuring, to the extent possible, that shareholders will be afforded the ability to participate at the virtual meeting similarly to how they would participate at an in-person meeting. The question and answer session will include questions submitted in advance of and submitted live during the Annual Meeting.
| How to submit questions before the Annual Meeting | Questions may be submitted prior to the Annual Meeting at the meeting website (meetnow.global/MYPFQZ4). To submit a question in advance of the Annual Meeting, you must have the 15-digit control number included on the Notice, your proxy card (if you received a printed copy of the proxy materials), or the instructions that accompanied your proxy materials. |
| How to submit questions during the Annual Meeting |
Questions may be submitted during the Annual Meeting by logging into the meeting website (meetnow.global/MYPFQZ4) and will be addressed during the Q&A portion of the Annual Meeting. You may only submit a question if you have the 15-digit control number included on the Notice, your proxy card (if you received a printed copy of the proxy materials), or the instructions that accompanied your proxy materials. If you are the beneficial owner of shares held in "street name" (you hold your shares through a broker, bank or other holder of record), you may need to register in advance to obtain a unique control number. See the How to access and participate in the Annual Meeting online section above for more information. |
Questions pertinent to meeting matters that comply with the meeting rules of conduct will be answered during the meeting, subject to time constraints. However, we reserve the right to exclude questions that are not pertinent to meeting matters, irrelevant to the business of the Company, derogatory or in bad taste, or relate to pending or threatened litigation, personal grievances or are otherwise inappropriate. Questions that are substantially similar may be grouped and answered once to avoid repetition. If there are any questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints, management will post answers to all questions on the Company's website at investors.thecloroxcompany.com as soon as practicable after the meeting. If there are matters of individual concern to a shareholder and not of general concern to all shareholders, shareholders are encouraged to contact us separately after the Annual Meeting through the Company's website at investors.thecloroxcompany.com.
A replay of the Annual Meeting will be made available at investors.thecloroxcompany.com as soon as practicable after the meeting.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-1 | |
Appendix A
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Clorox Company
(Dollars in millions, except per share data)
Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is designed to provide a reader of The Clorox Company's (the Company or Clorox) financial statements with a narrative from the perspective of management on the Company's financial condition, results of operations, liquidity and certain other factors that may affect future results. In certain instances, parenthetical references are made to relevant sections of the Notes to Consolidated Financial Statements to direct the reader to a further detailed discussion. This section should be read in conjunction with the consolidated financial statements and supplementary data included in this Annual Report on Form 10-K.
The following sections are included herein:
| • | Executive Overview |
| • | Results of Operations |
| • | Financial Position and Liquidity |
| • | Contingencies |
| • | Quantitative and Qualitative Disclosures about Market Risk |
| • | Recently Issued Accounting Standards |
| • | Critical Accounting Estimates |
| • | Summary of Non-GAAP Financial Measures |
Executive Overview
The Clorox Company is a leading multinational manufacturer and marketer of consumer and professional products with fiscal year 2024 net sales of $7,093 and about 8,000 employees worldwide as of June 30, 2024. The Company has operations in approximately 25 countries or territories and sells its products in more than 100 markets, primarily through mass retailers; grocery outlets; warehouse clubs; dollar stores; home hardware centers; drug, pet and military stores; third-party and owned e-commerce channels; and distributors. Clorox markets some of the most trusted and recognized consumer brand names, including its namesake bleach and cleaning and disinfecting products; Pine-Sol and Tilex cleaners; Liquid-Plumr clog removers; Poett home care products; Glad bags and wraps;
Fresh Step cat litter; Kingsford grilling products; Hidden Valley dressings, dips, seasonings and sauces; Brita water-filtration products; Burt's Bees natural personal care products; and Natural Vitality, RenewLife, NeoCell and Rainbow Light vitamins, minerals and supplements. The Company also markets industry-leading products and technologies for professional customers, including those sold under the CloroxPro and Clorox Healthcare brand names.
The Company primarily markets its leading brands in midsized categories considered to be financially attractive. Most of the Company's products, which can be found in about nine of 10 U.S. homes, compete with other nationally advertised brands within each category and with "private label" brands. About 80% of the Company's sales are generated from brands that hold the No. 1 or No. 2 market share position in their categories.
The Company operates through strategic business units (SBUs) which are organized into operating segments. Operating segments are then aggregated into four reportable segments: Health and Wellness, Household, Lifestyle and International. Operating segments not aggregated into a reportable segment are reflected in Corporate and Other. The four reportable segments consist of the following:
| • | Health and Wellness consists of cleaning, disinfecting and professional products marketed and sold in the United States. Products within this segment include home care cleaning and disinfecting products and laundry additives, primarily under the Clorox, Clorox2, Pine-Sol, Scentiva, Tilex, Liquid-Plumr and Formula 409 brands; professional cleaning and disinfecting products under the CloroxPro and Clorox Healthcare brands; and professional food service products under the Hidden Valley brand. |
| • | Household consists of bags and wraps, cat litter and grilling products marketed and sold in the United States. Products within this segment include bags and wraps under the Glad brand; cat litter primarily under the Fresh Step and Scoop Away brands; and grilling products under the Kingsford brand. |
| The Clorox Company 2024 Proxy Statement >Appendix A | A-2 | |
| • | Lifestyle consists of food, water-filtration and natural personal care products marketed and sold in the United States. Products within this segment include dressings, dips, seasonings and sauces, primarily under the Hidden Valley brand; water-filtration products under the Brita brand; and natural personal care products under the Burt's Bees brand. |
| • | International consists of products sold outside the United States. Products within this segment include laundry additives; home care products; bags and wraps; cat litter; water-filtration products; professional cleaning and disinfecting products; natural personal care products; food; grilling products and digestive health products marketed primarily under the Clorox, Glad, Poett, Brita, Burt's Bees, Pine-Sol, Ever Clean, Clorinda, Chux and Fresh Step Brands. |
Non-GAAP Financial Measures
This Executive Overview, the succeeding sections of MD&A and Exhibit 99.2 may include certain financial measures that are not defined by accounting principles generally accepted in the United States of America (U.S. GAAP). These measures, which are referred to as non-GAAP measures, are listed below:
| • | Free cash flow and free cash flow as a percentage of net sales. Free cash flow is calculated as net cash provided by operations less capital expenditures. |
| • | Earnings before interest and income taxes (EBIT) margin (the ratio of EBIT to net sales). |
| • | Adjusted earnings (losses) before interest and income taxes (adjusted EBIT)represents earnings (losses) excluding interest income, interest expense, income taxes and other significant items that are nonrecurring or unusual (such as the pension settlement charge, incremental costs, net of insurance recoveries, related to the cyberattack, asset impairments, charges related to the streamlined operating model, charges related to the digital capabilities and productivity enhancements investment, significant losses/(gains) related to acquisitions/ divestitures and other nonrecurring or unusual items impacting comparability). |
| • | Adjusted EBIT margin (the ratio of adjusted EBIT to net sales). |
| • | Economic profit (EP)is defined by the Company as earnings before income taxes, excluding certain U.S. GAAP items (such as the pension settlement charge, incremental costs, net of insurance recoveries, related to the cyberattack, asset impairments, charges related to implementation of the streamlined operating model, charges related to digital capabilities and productivity enhancements investment, significant losses/(gains) related to acquisitions/divestitures and other nonrecurring |
or unusual items impacting comparability) and interest expense; less income taxes (calculated based on the Company's effective tax rate excluding the identified U.S. GAAP items), and less after tax profit attributable to noncontrolling interests, and less a capital charge (calculated as average capital employed multiplied by a cost of capital rate).
| • | Organic sales growth/(decrease)is defined as net sales growth/(decrease) excluding the effect of foreign exchange rate changes and any acquisitions or divestitures. |
For a discussion of these measures and the reasons management believes they are useful to investors, refer to "Summary of Non-GAAP Financial Measures"below. To the extent applicable, this MD&A and Exhibit 99.2 include reconciliations of these non-GAAP measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP.
Fiscal Year 2024 Financial Highlights
A detailed discussion of strategic goals, key initiatives and results of operations is included below. Key fiscal year 2024 financial results are summarized as follows:
| • | The Company's fiscal year 2024 net sales decreased by 4% to $7,093 from $7,389 in fiscal year 2023, primarily driven by lower shipments resulting from the impacts of the cyberattack and higher pricing. |
| • | Gross margin increased by 360 basis points to 43.0% in fiscal year 2024 from 39.4% in fiscal year 2023. The increase was primarily driven by the benefit of price increases as well as cost savings, partially offset by unfavorable foreign exchange rates. |
| • | The Company reported earnings before income taxes of $398 in fiscal year 2024, compared to $238 in fiscal year 2023. The Company reported earnings attributable to Clorox of $280 in fiscal year 2024, compared to $149 in fiscal year 2023. |
| • | The Company delivered diluted net earnings per share (EPS) of $2.25 in fiscal year 2024, an increase of approximately 88%, or $1.05, from fiscal year 2023 diluted net EPS of $1.20. The increase was primarily due to the noncash impairment charges on assets held by the Better Health Vitamins, Minerals and Supplements (VMS) business in the prior period and the benefits of pricing, cost savings and lower manufacturing and logistics costs in the current period, partially offset by losses relating to the divestiture of the Argentina business, the pension settlement charge, unfavorable foreign exchange rates, lower volume and higher advertising investments, all in the current period. |
| • | EP increased by $176 to $573 in fiscal year 2024, compared to $397 in fiscal year 2023 (refer to the reconciliation of EP to earnings before income taxes in Exhibit 99.2). |
| The Clorox Company 2024 Proxy Statement >Appendix A | A-3 | |
| • | The Company's net cash provided by operations was $695 in fiscal year 2024, compared to $1,158 in fiscal year 2023. Free cash flow was $483 or 6.8% of net sales in fiscal year 2024, compared to $930 or 12.6% of net sales in fiscal year 2023 (refer to the reconciliation of net cash provided by operations to free cash flow in "Financial Position and Liquidity - Investing - Free Cash Flow"). |
| • | The Company paid $595 in cash dividends to stockholders in fiscal year 2024, compared to $583 in cash dividends paid in fiscal year 2023. In July 2024, the Company announced an increase of 2% in its quarterly cash dividend from the prior year. |
Strategic Goals and Initiatives
The Company's IGNITE strategy-underpinned by its purpose, enduring values and commitment to inclusion, diversity, equity and allyship-accelerates innovation in key areas of the business to drive growth and deliver value for all Clorox stakeholders. IGNITE focuses on four strategic choices aimed at fueling long-term growth; innovating consumer experiences; reimagining how the company and its people work; and continuously evolving the product portfolio. The Company's long-term financial goals reflected in IGNITE include annual net sales growth of 3% to 5%- increased from 2% to 4% in 2021-annual adjusted EBIT margin expansion of 25 to 50 basis points and annual free cash flow as a percentage of net sales of 11% to 13%.
In March of 2024, the Company completed the divestiture of its Argentina business, which consisted of its production plants in Argentina as well as the rights to the Company's brands in Argentina, Uruguay and Paraguay. The transaction was in support of the Company's IGNITE strategy and the commitment to evolve its portfolio to increase focus on its core business to drive more consistent, profitable growth.
As announced in August 2021, the Company plans to invest in transformative technologies and processes over a five-year period. This investment began in fiscal year 2022, and includes replacement of the Company's enterprise resource planning system and transitioning to a cloud-based platform as well as the implementation of a suite of other digital technologies. Total incremental transformational costs are expected to be $560 to $580 million, compared to the previous estimate of approximately $500 million. The increased estimate includes impacts from delays as a result of the cyberattack. The implementation timeline is unchanged. It is expected that these implementations will generate efficiencies and transform the Company's operations in the areas of supply chain, digital commerce, innovation, brand building and more over the long term.
Finally, in fiscal year 2024, the Company completed the implementation of its streamlined operating model to help meet its objectives of driving growth and productivity. The streamlined operating model is expected to enhance the Company's ability to respond more quickly to changing consumer behaviors and innovate faster. The implementation of this new model resulted in the reduction of certain staffing levels and is expected to achieve cost savings of approximately $100 million annually.
Recent Events Affecting the Company
Cyberattack
On Monday, August 14, 2023, the Company disclosed it had identified unauthorized activity on some of its Information Technology (IT) systems. That activity began on Friday, August 11, 2023 and after becoming aware of it that evening, the Company immediately began taking steps to stop and remediate the activity. The Company also took certain systems offline and engaged third-party cybersecurity experts to support its investigation and recovery efforts. The Company implemented its business continuity plans, including manual ordering and processing procedures at a reduced rate of operations in order to continue servicing its customers. However, the incident resulted in wide-scale disruptions to the Company's business operations throughout the remainder of the quarter ended September 30, 2023.
The impacts of these system disruptions included order processing delays and significant product outages, resulting in a negative impact on net sales and earnings. The Company has since transitioned back to automated order processing. The Company experienced lessening operational impacts in the second quarter and has since returned to substantially normalized operations.
The effects of the cyberattack negatively impacted fiscal year 2024 results, though some of the anticipated net sales not recognized in the first quarter as a result of the disruptions were recognized in the remainder of fiscal year 2024 as customers rebuilt inventories.
The Company also incurred incremental costs, net of insurance recoveries, of approximately $29 in fiscal year 2024 as a result of the cyberattack. These costs relate to third-party consulting services, including IT recovery and forensic experts and other professional services incurred to investigate and remediate the attack, as well as incremental operating costs incurred from the resulting disruption to the Company's business operations. The Company does not expect to incur significant costs related to the cyberattack in future periods.
The Company has recorded insurance recoveries of $30 in fiscal year 2024 related to the cyberattack. The timing of recognizing further insurance recoveries may differ from the timing of recognizing the associated expenses.
For the fiscal year ended June 30, 2024, the Company continued to experience an inflationary environment. Additionally, the Company is monitoring macroeconomic conditions as a result of increased interest rates and volatility in capital markets. These evolving challenges contributed to a highly dynamic operating environment as the Company continued its efforts to drive growth, rebuild margins and drive its transformation.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-4 | |
Other than the cyberattack, the Company has not experienced significant disruptions in its operations during fiscal year 2024. However, the risks of future negative impacts due to transportation, logistical or supply constraints and higher commodity costs for certain raw materials remain present, and the Company continues to experience corresponding incremental costs and gross margin pressures. For fiscal year 2025, the Company anticipates the operating environment will remain volatile and challenging. Inflationary headwinds are expected to continue and consumers may feel greater pressure as continued macroeconomic uncertainty impacts spending. The Company will continue to invest in its brands, capabilities and people to deliver consistent, profitable growth over time. The Company announced and began implementing a streamlined operating model in fiscal year 2023 and implementation of this new model was completed in fiscal year 2024.
The impact of continued inflationary pressures, macroeconomic conditions and geopolitical instability, including the ongoing conflict in the Middle East and Ukraine, rising tensions between China and Taiwan and actual and potential shifts in U.S. and foreign trade, economic and other policies, have increased global macroeconomic and political uncertainty regarding the duration and resolution of the conflicts, the potential escalation of tensions and potential economic and global supply chain disruptions. These factors are difficult to predict considering the rapidly evolving landscape as the Company continues to expect a variable operating environment going forward.
For further discussion of the possible impacts of inflationary pressures and other recent events on our business, financial conditions and results of operations, see "Risk Factors" in Part I, Item 1A of this Report.
Results Of Operations
Unless otherwise noted, MD&A compares results of operations from fiscal year 2024 (the current year) to fiscal year 2023 (the prior year), with percentage and basis point calculations based on rounded numbers, except for per share data and the effective tax rate. Discussions of fiscal year 2022 items and year-to-year comparisons between fiscal years 2023 and 2022 that are not included in this Annual Report on Form 10-K can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Exhibit 99.1 of the Company's Annual Report on Form 10-K for the fiscal years ended 2023 and 2022.
CONSOLIDATED RESULTS
| 2024 | 2023 |
% Change 2024 to 2023 |
|
| Net sales | $ 7,093 | $ 7,389 | (4)% |
|
Year Ended June 30, 2024 Percentage change versus the year-ago period |
|||||||
|
Reported (GAAP) Net Sales Growth/ (Decrease) |
Reported Volume |
Acquisitions & Divestitures(1) |
Foreign Exchange Impact |
Price/ Mix/ Other(2) |
Organic Sales Growth/ (Decrease) (Non- GAAP)(3) |
Organic Volume(4) |
|
| Health and Wellness | (2)% | (4)% | -% | -% | 2% | (2)% | (4)% |
| Household | (7) | (8) | - | - | 1 | (7) | (8) |
| Lifestyle | (5) | (6) | - | - | 1 | (5) | (6) |
| International(4) | (2) | (5) | (4) | (21) | 23 | 23 | - |
| Total Company(4)(5) | (4)% | (6)% | (1)% | (3)% | 5% | -% | (5)% |
| (1) | The Argentina divestiture impact is calculated as net sales from the Argentina business after the sale date in the year-ago period. |
| (2) | This represents the net impact on net sales growth/(decrease) from pricing actions, mix and other factors. |
| (3) | Organic sales growth/(decrease) is defined as net sales growth/(decrease) excluding the effect of foreign exchange rate changes and any acquisitions or divestitures. See "Summary of Non-GAAP Financial Measures" below for reconciliation of organic sales growth/(decrease) to net sales growth/(decrease), the most directly comparable GAAP financial measure. |
| (4) | Organic volume represents volume excluding the effect of any acquisitions and divestitures. In the fiscal year ended June 30, 2024, the volume impact of divestitures was 19% and 3% for International and Total Company, respectively. |
| (5) | Total Company includes Corporate and Other. |
| The Clorox Company 2024 Proxy Statement >Appendix A | A-5 | |
Net sales and volume in fiscal year 2024 decreased by 4% and 6%, respectively, primarily driven by lower shipments resulting from the impacts of the cyberattack and higher pricing. The variance between volume and net sales was primarily due to the impact of favorable price mix, partially offset by unfavorable foreign exchange rates.
| 2024 | 2023 |
% Change 2024 to 2023 |
|
| Gross profit | $ 3,048 | $ 2,908 | 5% |
| Gross margin | 43.0% | 39.4% |
Gross margin increased by 360 basis points in fiscal year 2024 from 39.4% to 43.0%. The increase was primarily driven by the benefit of price increases as well as cost savings, partially offset by unfavorable foreign exchange rates.
Expenses
| 2024 | 2023 |
% Change |
% of Net sales |
||
|
2024 to 2023 |
2024 | 2023 | |||
| Selling and administrative expenses | $1,167 | $1,183 | (1)% | 16.5% | 16.0% |
| Advertising costs | 832 | 734 | 13 | 11.7 | 9.9 |
| Research and development costs | 126 | 138 | (9) | 1.8 | 1.9 |
Selling and administrative expenses, as a percentage of net sales, increased by 50 basis points in fiscal year 2024. The dollar decrease in selling and administrative expenses was primarily due to cost savings and lower incentive compensation expense partially offset by incremental costs associated with the cyberattack, net of insurance recoveries and an arbitral decision related to a commercial dispute. For further information on the cyberattack, see Notes to the Consolidated Financial Statements.
Advertising costs, as a percentage of net sales, increased 180 basis points in fiscal year 2024. The increase in advertising costs reflects the Company's continued support behind its brands. The Company's U.S. retail advertising spend as a percentage of net sales was 13% for fiscal year 2024 and 11% for fiscal year 2023, respectively.
Research and development costs, as a percentage of net sales, were essentially flat, while dollars decreased in the current year as compared to the prior year. The Company continues to invest behind product innovation and cost savings.
Loss on divestiture, pension settlement charge, goodwill, trademark and other asset impairments, Interest expense, Other expense (income), net and Effective tax rate on earnings
| 2024 | 2023 | |
| Loss on divestiture | $ 240 | $ - |
| Pension settlement charge | 171 | - |
| Goodwill, trademark and other asset impairments | - | 445 |
| Interest expense | 90 | 90 |
| Other expense (income), net | 24 | 80 |
| Effective tax rate on earnings | 26.5% | 32.4% |
Loss on divestiture of $240 in fiscal year 2024 reflects the loss on the divestiture of the Argentina business. See Notes to Consolidated Financial Statements for further information.
Pension settlement charge was $171 in fiscal year 2024 and reflects the settlement of the domestic qualified pension plan. See Notes to Consolidated Financial Statements for further information.
Goodwill, trademark and other asset impairments of $445 in the prior fiscal year reflected noncash impairment charges to goodwill and certain indefinite-lived trademarks related to the Better Health VMS business. See Notes to Consolidated Financial Statements for further information regarding the impairments recorded in fiscal year 2023.
Other expense (income), net was $24 and $80 in fiscal year 2024 and fiscal year 2023, respectively. The variance was primarily due to higher restructuring and related implementation costs associated with the streamlined operating model incurred in the prior year and the gain on the sale-leaseback transaction recorded in the current period, partially offset by the net impact of interest income and Argentina foreign exchange rates in the current period.
Restructuring and related costs
In the first quarter of fiscal year 2023, the Company began recognizing costs related to a plan that involves streamlining its operating model to meet its objectives of driving growth and productivity. The streamlined operating model is expected to enhance the Company's ability to respond more quickly to changing consumer behaviors and innovate faster. The implementation of this new model was completed in fiscal year 2024.
The Company expects cost savings of approximately $100 annually. The benefits of the streamlined operating model are expected to increase future cash flows as a result of cost savings that will be generated primarily in the areas of selling and administration, supply chain, marketing and research and development.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-6 | |
The Company incurred $32 and $60 of costs in fiscal year 2024 and 2023, respectively. Costs incurred are expected to be settled primarily in cash.
Of the restructuring and implementation related costs, net incurred in fiscal years 2024 and 2023, $7 and $41 was related to employee-related costs, respectively, $6 and $0 was related to asset impairment costs, respectively, and $19 and $19 was related to other costs, respectively. For further details on the streamlined operating model and restructuring, refer to the Notes to Consolidated Financial Statements.
The effective tax rate on earnings was 26.5% and 32.4% in fiscal year 2024 and 2023, respectively. The lower tax rate in fiscal year 2024 compared to fiscal year 2023 was driven by the partial non-deductibility of impaired Better Health VMS goodwill in the prior period and an international legal entity reorganization in the current period, partially offset by the divestiture of the Argentina business in the current period.
Diluted net earnings per share
| 2024 | 2023 |
% Change 2024 to 2023 |
|
| Diluted net EPS | $ 2.25 | $ 1.20 | 88% |
Diluted net earnings per share (EPS) increased by $1.05, or 88%, in fiscal year 2024, primarily due to the noncash impairment charges on assets held by the Better Health Vitamins, Minerals and Supplements (VMS) business in
the prior period and the benefits of pricing, cost savings and lower manufacturing and logistics costs in the current period, partially offset by losses relating to the divestiture of the Argentina business, the pension settlement charge, unfavorable foreign exchange rates, lower volume and higher advertising investments, all in the current period.
SEGMENT RESULTS
The following presents the results of the Company's reportable segments and Corporate and Other (see Notes to Consolidated Financial Statements for further discussion of the principle measure of segment profitability used by management, segment adjusted earnings (losses) before interest and income taxes (segment adjusted EBIT)):
| Net sales | ||
| Fiscal year | ||
| 2024 | 2023 | |
| Health and Wellness | $ 2,485 | $ 2,532 |
| Household | 1,950 | 2,098 |
| Lifestyle | 1,275 | 1,338 |
| International | 1,162 | 1,181 |
| Reportable segment total | 6,872 | 7,149 |
| Corporate and Other | 221 | 240 |
| Total | $ 7,093 | $ 7,389 |
| Segment adjusted EBIT(1) | ||
| Fiscal year | ||
| 2024 | 2023 | |
| Health and Wellness | $ 719 | $ 594 |
| Household | 260 | 308 |
| Lifestyle | 253 | 284 |
| International | 122 | 89 |
| Reportable segment total | 1,354 | 1,275 |
| Corporate and Other | (309) | (358) |
| Total | $ 1,045 | $ 917 |
| Interest income | 23 | 16 |
| Interest expense | (90) | (90) |
| Loss on divestiture | (240) | - |
| Pension settlement charge | (171) | - |
| Cyberattack costs, net of insurance recoveries | (29) | - |
| VMS impairment | - | (445) |
| Restructuring and related costs | (32) | (60) |
| Digital capabilities and productivity enhancements investment | (108) | (100) |
| Earnings (losses) before income taxes | $ 398 | $ 238 |
| (1) | See "Summary of Non-GAAP Financial Measures" below for reconciliation of segment adjusted EBIT to earnings (losses) before income taxes, the most directly comparable GAAP financial measure. |
| The Clorox Company 2024 Proxy Statement >Appendix A | A-7 | |
Health and Wellness
| 2024 | 2023 |
% Change 2024 to 2023 |
|
| Net sales | $ 2,485 | $ 2,532 | (2)% |
| Segment adjusted EBIT | 719 | 594 | 21 |
Fiscal year 2024 versus fiscal year 2023: Volume and net sales decreased by 4% and 2%, respectively, and segment adjusted EBIT increased by 21% during fiscal year 2024. The volume decrease was primarily due to pricing actions and the impacts resulting from the cyberattack. The variance between volume and net sales was primarily due to the benefit of price increases, partially offset by unfavorable mix. The increase in segment adjusted EBIT in the current period was primarily due to lower manufacturing and logistics costs, the benefits of both cost savings and pricing and favorable commodity costs, partially offset by higher advertising investments and unfavorable mix.
Household
| 2024 | 2023 |
% Change 2024 to 2023 |
|
| Net sales | $ 1,950 | $ 2,098 | (7)% |
| Segment adjusted EBIT | 260 | 308 | (16) |
Fiscal year 2024 versus fiscal year 2023: Volume, net sales and segment adjusted EBIT decreased by 8%, 7% and 16%, respectively, in fiscal year 2024. The volume decrease was primarily driven by lower consumption and distribution losses resulting from the cyberattack. The variance between volume and net sales was primarily due to the benefit of price increases, partially offset by higher trade promotion spending. The decrease in segment adjusted EBIT was mainly due to lower net sales and higher advertising investments, partially offset by cost savings.
Lifestyle
| 2024 | 2023 |
% Change 2024 to 2023 |
|
| Net sales | $ 1,275 | $ 1,338 | (5)% |
| Segment adjusted EBIT | 253 | 284 | (11) |
Fiscal year 2024 versus fiscal year 2023: Volume and net sales decreased by 5% and 2%, respectively, while segment adjusted EBIT increased by 37% during fiscal year 2024. The volume decrease was primarily due to the impact of the Argentina divestiture. The variance between volume and net sales was mainly due to the benefit of price increases, partially offset by the impact of unfavorable foreign exchange rates. The increase in segment adjusted EBIT was primarily due to the net impact of pricing, partially offset by unfavorable foreign exchange rates, higher manufacturing and logistics costs and unfavorable commodity costs.
International
| 2024 | 2023 |
% Change 2024 to 2023 |
|
| Net sales | $ 1,162 | $ 1,181 | (2)% |
| Segment adjusted EBIT | 122 | 89 | 37 |
Fiscal year 2024 versus fiscal year 2023: Volume, net sales and segment adjusted EBIT decreased by 6%, 5% and 11%, respectively, during fiscal year 2024. The volume decrease was primarily due to distribution losses, supply chain constraints and the impact of the cyberattack. The variance between volume and net sales was mainly due to the benefit of price increases partially offset by higher trade promotion spending. The decrease in segment adjusted EBIT was primarily due to higher advertising investments and lower net sales, partially offset by favorable commodity costs.
Argentina
Effective July 1, 2018, under the requirements of U.S. GAAP, Argentina was designated as a highly inflationary economy, and as a result, the U.S. dollar replaced the Argentine peso as the functional currency of the Company's subsidiaries in Argentina. Consequently, gains and losses from non-U.S. dollar denominated monetary assets and liabilities of Clorox Argentina were recognized in Other (income) expense, net in the consolidated statements of earnings, utilizing the official Argentine government exchange rate.
On March 20, 2024, the Company completed the divestiture of its Argentina business. The financial results of the Argentina business through March 20, 2024 are reflected as part of the International reportable segment. See Notes to Consolidated Financial Statements for further information.
As of June 30, 2023, the net asset position, excluding goodwill, of Clorox Argentina was $48. Of these net assets, cash balances were approximately $28 as of June 30, 2023. Net sales from Clorox Argentina represented approximately 2% of the Company's consolidated net sales for both the fiscal years ended June 30, 2024 and 2023.
Corporate and Other
| 2024 | 2023 |
% Change 2024 to 2023 |
|
| Net sales | $ 221 | $ 240 | (8)% |
| Segment adjusted EBIT | (309) | (358) | (14)% |
Corporate and Other includes certain non-allocated administrative costs, the Better Health VMS business and various other non-operating income and expenses.
Fiscal year 2024 versus fiscal year 2023: Net sales decreased by 8% due to lower net sales in the Better Health VMS business. The decrease in segment adjusted losses before interest and income taxes was primarily due to lower Better Health VMS operating expenses and reductions in employee related expenses primarily due to cost savings and lower employee
| The Clorox Company 2024 Proxy Statement >Appendix A | A-8 | |
incentive compensation, partially offset by higher foreign exchange losses on Corporate and Other assets related to operations in Argentina.
Financial Position And Liquidity
Management's discussion and analysis of the Company's financial position and liquidity describes its consolidated operating, investing and financing activities from operations.
The Company's cash position includes amounts held by foreign subsidiaries and, as a result, the repatriation of certain cash balances from some of the Company's foreign subsidiaries could result in additional tax costs. However, these cash balances are generally available without legal restriction to fund local business operations. In addition, a portion of the Company's cash balance is held in U.S. dollars by foreign subsidiaries, whose functional currency is their local currency. Such U.S. dollar balances are reported on the foreign subsidiaries' books, in their functional currency, with the impact from foreign currency exchange rate differences recorded in Other (income) expense, net.
The Company's financial condition and liquidity remained strong as of June 30, 2024. The following table summarizes cash activities for the years ended June 30:
| 2024 | 2023 | |
| Net cash provided by operations | $ 695 | $ 1,158 |
| Net cash used for investing activities | (175) | (223) |
| Net cash used for financing activities | (655) | (753) |
Operating Activities
Net cash provided by operations was $695 in fiscal year 2024, compared with $1,158 in fiscal year 2023. The decrease was primarily driven by higher tax payments, an increase in working capital and higher employee incentive compensation payments in the current fiscal year; partially offset by higher cash earnings in the current fiscal year.
The increase in tax payments in the current fiscal year was primarily driven by payment of fiscal year 2023 income taxes previously deferred as a result of the relief provided by the IRS announced in January 2023 due to winter storms in California.
The increase in working capital in the current fiscal year is primarily due to a decrease in accounts payable and accrued liabilities due to the timing of payments.
Payment Terms Extension and Supply Chain Financing
The Company initiated the extension of its payment terms with its suppliers in the second half of fiscal year 2020 in order to improve working capital as part of and to fund the IGNITE strategy and in keeping with evolving market practices. The Company's current payment terms do not exceed 120 days in keeping with industry standards. The Company's operating cash flows are directly impacted as a result of the extension of payment terms with suppliers.
As part of those ongoing efforts, the Company has arranged for a global financial institution to offer a voluntary supply chain finance (SCF) program for the benefit of the Company's suppliers. There would not be an expected material impact to the Company's liquidity or capital resources if the financial institution or a supplier terminated the SCF arrangement. While the Company does not have direct access to information on, or influence over, which invoices a participating supplier elects to sell to the financial institution, the Company expects that the majority of these amounts have been sold to the financial institution. Refer to the Notes to Consolidated Financial Statements for detail on the SCF program.
Investing Activities
Net cash used for investing activities was $175 in fiscal year 2024, as compared to $223 in fiscal year 2023. The year-over-year decrease was mainly due to net cash proceeds from the sale of the Argentina business, a sale-leaseback transaction and lower capital spending in the current fiscal year.
Capital expenditures were $212 and $228 in fiscal years 2024 and 2023, respectively. Capital expenditures as a percentage of net sales were 3.0% and 3.1% for fiscal years 2024 and 2023, respectively.
Free cash flow
| 2024 | 2023 | |
| Net cash provided by operations | $ 695 | $ 1,158 |
| Less: capital expenditures | (212) | (228) |
| Free cash flow | $ 483 | $ 930 |
| Free cash flow as a percentage of net sales | 6.8% | 12.6% |
Financing Activities
Net cash used for financing activities was $655 in fiscal year 2024, compared with $753 in fiscal year 2023. The year-over-year decrease was driven by lower net cash repayments on short-term borrowings in the current fiscal year.
Capital Resources and Liquidity
The Company's current liabilities may periodically exceed current assets as a result of the Company's debt management policies, including the Company's use of commercial paper borrowings which fluctuates depending on the amount and timing of operating and investing cash flows and payments for shareholder transactions such as dividends. The Company continues to take actions to address some of the effects of such cost increases, which include implementing price increases, driving cost savings and optimizing the Company's supply chain.
Notwithstanding potential unforeseen adverse market conditions and as part of the Company's regular assessment of its cash needs, the Company believes it will have the funds necessary to support our short-and long-term liquidity and operating needs, including the costs related to the announced streamlined operating model and its digital capabilities and productivity enhancements investment, as well as the costs
| The Clorox Company 2024 Proxy Statement >Appendix A | A-9 | |
and impacts of the business disruption associated with the cyberattack, based on our anticipated ability to generate positive cash flows from operations in the future, access to capital markets enabled by our strong short-term and long-term credit ratings and current borrowing availability.
The Company may consider other transactions that require the issuance of additional long-and/or short-term debt or other securities to finance acquisitions, repurchase stock, refinance debt or fund other activities for general business purposes. Such transactions could require funds in excess of the Company's current cash levels and available credit lines, and the Company's access to or cost of such additional funds could be adversely affected by any decrease in credit ratings, which were the following as of June 30:
| 2024 | 2023 | |||
| Short-term | Long-term | Short-term | Long-term | |
| Standard and Poor's | A-2 | BBB+ | A-2 | BBB+ |
| Moody's | P-2 | Baa1 | P-2 | Baa1 |
Credit Arrangements
As of June 30, 2024, the Company maintained a $1,200 revolving credit agreement that matures in March 2027 (the Credit Agreement). There were no borrowings under the Credit Agreement as of June 30, 2024 and June 30, 2023, and the Company believes that borrowings under the Credit Agreement are and will continue to be available for general corporate purposes. The Credit Agreement includes certain restrictive covenants and limitations. The primary restrictive covenant is a minimum ratio of 4.0, calculated as total earnings before interest, taxes, depreciation and amortization and other similar noncash charges and certain other items (Consolidated EBITDA) to total interest expense for the trailing four quarters (Interest Coverage ratio), as defined and described in the Credit Agreement.
The Company was in compliance with all restrictive covenants and limitations in the Credit Agreement as of June 30, 2024, and anticipates being in compliance with all restrictive covenants for the foreseeable future.
As of June 30, 2024, the Company maintained $34 of foreign and other credit lines, of which $9 was outstanding and the remainder of $25 was available for borrowing.
As of June 30, 2023, the Company maintained $35 of foreign and other credit lines, of which $5 was outstanding and the remainder of $30 was available for borrowing.
Short-term Borrowings
The Company's notes and loans payable primarily consist of U.S. commercial paper issued by the parent company and any borrowings under the Credit Agreement. These short-term borrowings have stated maturities of less than one year and provide supplemental funding for supporting operations. The level of U.S. commercial paper borrowings generally fluctuates depending upon the amount and timing of operating cash flows and payments for items such as dividends, income taxes, stock repurchases and pension contributions. The average balance of short-term borrowings outstanding was $168 and $232 for the fiscal years ended June 30, 2024 and 2023, respectively.
Long-term Borrowings
Long-term borrowings, consisting of senior unsecured notes and debentures, were $2,481 and $2,477 as of June 30, 2024 and 2023, respectively.
Stock Repurchases and Dividend Payments
As of June 30, 2024, the Company had two stock repurchase programs: an open-market purchase program with an authorized aggregate purchase amount of up to $2,000, which has no expiration date and was authorized by the Board of Directors in May 2018, and a program to offset the anticipated impact of dilution related to stock-based awards (the Evergreen Program), which has no authorization limit on the dollar amount and no expiration date. During the fiscal years ended June 30, 2024 and 2023, no shares of common stock were purchased.
Dividends per share and total dividends paid to Clorox stockholders were as follows during the fiscal years ended June 30:
| 2024 | 2023 | |
| Dividends per share declared | $ 4.80 | $ 4.72 |
| Dividends per share paid | 4.80 | 4.72 |
| Total dividends paid | 595 | 583 |
On July 30, 2024, the Company declared a 2% increase in the quarterly dividend, from $1.20 to $1.22 per share, payable on August 30, 2024 to common stockholders of record as of the close of business on August 14, 2024.
On July 27, 2023, the Company declared a 2% increase in the quarterly dividend, from $1.18 to $1.20 per share, payable on August 25, 2023 to common stockholders of record as of the close of business on August 9, 2023.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-10 | |
Material Cash Requirements
The following table summarizes the Company's current and long-term material cash requirements as of June 30, 2024, which we intend to fund primarily with operating cash flows:
| 2025 | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | |
| Long-term debt maturities including interest payments | $ 90 | $ 90 | $ 90 | $ 984 | $ 559 | $ 1,193 | $ 3,006 |
| Notes and loans payable | 5 | 1 | 1 | - | - | - | 7 |
| Purchase obligations(1)(4) | 181 | 128 | 81 | 43 | 27 | 45 | 505 |
| Operating and finance leases | 111 | 106 | 91 | 71 | 57 | 61 | 497 |
| Payments related to nonqualified retirement income and retirement health care plans(2) | 15 | 14 | 13 | 13 | 13 | 48 | 116 |
| Venture Agreement terminal obligation(3) | - | 531 | - | - | - | - | 531 |
| Total | $ 402 | $ 870 | $ 276 | $ 1,111 | $ 656 | $ 1,347 | $ 4,662 |
| (1) | Purchase obligations are defined as purchase agreements that are enforceable and legally binding and that contain specified or determinable significant terms, including quantity, price and the approximate timing of the transaction. For purchase obligations subject to variable price and/or quantity provisions, an estimate of the price and/or quantity has been made. Examples of the Company's purchase obligations include contracts to purchase raw materials, commitments to contract manufacturers, commitments for information technology and related services, advertising contracts, capital expenditure agreements, software acquisition and license commitments and service contracts. The raw material contracts included above are entered into during the regular course of business based on expectations of future purchases. Many of these raw material contracts are flexible to allow for changes in the Company's business and related requirements. If such changes were to occur, the Company believes its exposure could differ from the amounts listed above. Any amounts reflected in the consolidated balance sheets as Accounts payable and accrued liabilities are excluded from the table above, as they are short-term in nature and expected to be paid within one year. |
| (2) | These amounts represent expected payments through 2034. Based on the accounting rules for nonqualified retirement income and retirement health care plans, the liabilities reflected in the Company's consolidated balance sheets differ from these expected future payments. Refer to the Notes to Consolidated Financial Statements for further details. |
| (3) | The Company has a venture agreement with The Procter & Gamble Company (P&G) for the Company's Glad bags and wraps business (the Venture Agreement). As of June 30, 2024, P&G had a 20% interest in the venture. Upon termination of the agreement in January 2026, the Company is required to purchase P&G's 20% interest for cash at fair value as established by predetermined valuation procedures. Refer to the Notes to Consolidated Financial Statements for further details. |
| (4) | Includes contracted spend through fiscal year 2026 related to the digital capabilities and productivity enhancements investment, which is expected to be funded through cash generated from operations. |
Contingencies
A summary of contingencies is contained in the Notes to Consolidated Financial Statements and is incorporated herein by reference.
Quantitative and Qualitative Disclosures About Market Risk
As a multinational company, the Company is exposed to the impact of changes in commodity prices, foreign currency fluctuations, interest-rate risk and other types of market risk.
In the normal course of business, where available at a reasonable cost, the Company manages its exposure to market risk using contractual agreements and a variety of derivative instruments. The Company's objective in managing its exposure to market risk is to limit the impact of fluctuations on earnings and cash flow through the use of derivative instruments, including exchange-traded futures and options contracts and over-the-counter swaps and forward purchase contracts. Over-the-counter derivative contracts are entered into for non-trading purposes with major credit-worthy institutions, thereby decreasing the risk of credit loss.
The Company uses different methodologies, when necessary, to estimate the fair value of its derivative contracts. The estimated fair values of the majority of the Company's contracts are based on quoted market prices, exchange-traded market prices or broker price quotations, and represent the estimated amounts that the Company would pay or receive to terminate the contracts.
See Notes to Consolidated Financial Statements for further discussion of derivatives and hedging policies and fair value measurements.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-11 | |
Sensitivity Analysis for Derivative Contracts
For fiscal years 2024 and 2023, the Company's exposure to market risk was estimated using sensitivity analyses, which illustrates the change in the fair value of a derivative financial instrument assuming hypothetical changes in commodity prices, foreign exchange rates or interest rates. The results of the sensitivity analyses for commodity, foreign currency and interest rate derivative contracts are summarized below. Actual changes in commodity prices, foreign exchange rates or interest rates may differ from the hypothetical changes, and any changes in the fair value of the contracts, real or hypothetical, would be partly to fully offset by an inverse change in the value of the underlying hedged items.
The changes in the fair value of derivatives are recorded as either assets or liabilities in the consolidated balance sheets with an offset to Net earnings or Other comprehensive (loss) income, depending on whether or not, for accounting purposes, the derivative is designated and qualified as an accounting hedge. For those derivative instruments designated and qualifying as hedging instruments, the Company must designate the hedging instrument either as a fair value hedge or as a cash flow hedge. The Company designates its commodity swaps and futures contracts for forecasted purchases of raw materials, foreign currency forward contracts for forecasted purchases of inventory, and interest rate contracts for forecasted interest payments as cash flow hedges. During the fiscal years ended June 30, 2024 and 2023, the Company had no hedging instruments designated as fair value hedges. In the event the Company has contracts not designated as hedges for accounting purposes, the Company recognizes the changes in the fair value of these contracts in the consolidated statements of earnings.
Commodity Price Risk
The Company is exposed to changes in the price of commodities used as raw materials in the manufacturing of its products. The Company uses various strategies, where available at a reasonable cost to manage cost exposures on certain raw material purchases with the objective of obtaining more predictable costs for these commodities, including long-term commodity purchase contracts and commodity derivative contracts. During fiscal years 2024 and 2023, the Company had derivative contracts related to raw material exposures for soybean oil used for the food business and jet fuel used for the grilling business.
Based on a hypothetical decrease or increase of 10% in these commodity prices as of June 30, 2024 and June 30, 2023, the estimated fair value of the Company's then-existing commodity derivative contracts would decrease or increase by $4 and $4, respectively, with the corresponding impact included in Other comprehensive (loss) income.
Foreign Currency Risk
The Company seeks to minimize the impact of certain foreign currency fluctuations by hedging transactional exposures related to inventory purchases with foreign currency forward contracts. Based on a hypothetical decrease of 10% in the value of the U.S. dollar as of June 30, 2024 and June 30, 2023, the estimated fair value of the Company's then-existing foreign
currency derivative contracts would decrease by $3 and $6, respectively, with the corresponding impact included in Other comprehensive (loss) income. Based on a hypothetical increase of 10% in the value of the U.S. dollar as of June 30, 2024 and June 30, 2023, the estimated fair value of the Company's then-existing foreign currency derivative contracts would increase by $3 and $5, respectively.
Interest Rate Risk
The Company can be exposed to interest rate volatility with regard to short-term borrowings, using commercial paper or under the Credit Agreement, in addition to potential changes in interest rates relating to anticipated future issuances of long-term debt. Weighted average interest rates for short-term borrowings using commercial paper were 5.58% during fiscal year 2024 and 3.92% during fiscal year 2023. Assuming average commercial paper borrowing levels during fiscal years 2024 and 2023, a 100 basis point increase or decrease in interest rates would increase or decrease interest expense from short-term borrowings by approximately $2 and $2, respectively.
The Company can also be exposed to interest rate volatility with regard to anticipated future issuances of debt. The Company utilizes interest rate contracts to manage our exposure to interest rate volatility related to movements in U.S. Treasury and swap rates. As of June 30, 2024 and 2023, the Company had no outstanding interest rate contracts.
Recently Issued Accounting Standards
A summary of all recently issued accounting standards is contained in Note 1 of the Notes to Consolidated Financial Statements.
Critical Accounting Estimates
The methods, estimates and judgments the Company uses in applying its most critical accounting policies have a significant impact on the results the Company reports in its consolidated financial statements. Accordingly, a different financial presentation could result depending on the judgments, estimates or assumptions that are used. The most critical accounting estimates are those that are most important to the portrayal of the Company's financial condition and results, and require the Company to make the most difficult and subjective judgments, often estimating the outcome of future events that are inherently uncertain. The Company's most critical accounting estimates are related to:
| • | Revenue recognition; |
| • | The valuation of goodwill and other intangible assets; |
| • | Income taxes; and |
| • | The Venture Agreement terminal obligation. |
The Company's critical accounting estimates have been reviewed with the Audit Committee of the Board of Directors. A summary of the Company's significant accounting policies is contained in Note 1 of Notes to Consolidated Financial Statements.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-12 | |
Revenue Recognition
The Company's revenue is primarily generated from the sale of finished products to customers. This revenue is reported net of certain variable consideration provided to customers, generally in the form of one-time and ongoing trade promotion programs. These trade promotion programs include shelf price reductions, in-store merchandising, consumer coupons and other trade-related activities. Amounts accrued for trade promotions are based on various factors such as contractual terms and sales volumes, and also incorporate estimates that include customer participation rates, the rate at which customers will achieve program performance criteria, product availability and historical consumer redemption rates. The actual amounts remitted to customers for these activities may differ from the Company's estimates, depending on how actual results of the programs compare to the estimates. If the Company's trade promotion accrual estimates as of June 30, 2024 were to increase or decrease by 10%, the impact on net sales would be approximately $14.
Goodwill and Other Intangible Assets
The Company tests its goodwill and other indefinite-lived intangible assets for impairment annually in the fiscal fourth quarter unless there are indications during a different interim period that these assets may have become impaired.
Goodwill
For fiscal year 2024, the Company's SBUs were organized into the reporting units used for goodwill impairment testing purposes. These reporting units, which are also the Company's operating segments, are the level at which discrete financial information is available and reviewed by the manager of the respective operating segments. The respective operating segment managers, who have responsibility for operating decisions, allocating resources and assessing performance within their respective segments, do not review financial information for components that are below the operating segment level.
In its evaluation of goodwill impairment, the Company has the option to first assess qualitative factors such as the maturity and stability of the reporting unit, the magnitude of the excess fair value over the carrying value from a prior period's impairment testing, other reporting unit operating results, microeconomic and macroeconomic factors, as well as new events and circumstances impacting the operations at the reporting unit level. If the test indicates that it is more likely than not that a reporting unit is impaired, a quantitative test is performed. In the quantitative test, the Company compares the estimated fair value of each reporting unit to its carrying value. If the estimated fair value of any reporting unit is less than its carrying value, an impairment charge is recorded for the difference between the carrying value and the fair value of the reporting unit.
Determining the fair value of a reporting unit requires significant judgments, assumptions and estimates by management which are subject to uncertainty. The Company uses a discounted cash flow (DCF) method under the income approach for its quantitative test, as it believes that this approach is the most reliable indicator of the fair value of its businesses and the fair value of their future earnings and cash flows. Under this approach, the Company estimates the future cash flows of each reporting unit and discounts these cash flows at a rate of return that reflects their relative risk. The cash flows used in the DCF method are consistent with those the Company uses in its internal planning, which gives consideration to actual business trends experienced and the long-term business strategy. The other key estimates and factors used in the DCF method include, but are not limited to, net sales and expense growth rates, commodity prices, foreign exchange rates, inflation and a terminal growth rate. Future changes in the judgments, assumptions and estimates that are used in the impairment testing for goodwill could result in significantly different estimates of the fair values and future impairment charges.
During the third quarter of fiscal year 2023, management made a decision to narrow the focus on core brands and streamline investment levels in the Better Health VMS business. As a result, revisions were made to the internal financial projections and operational plans of the Better Health VMS business reflecting the Company's current estimates regarding the future financial performance of these operations and macroeconomic factors. The revised estimated cash flows reflected lower sales growth expectations and lower investment levels. These events were considered a triggering event requiring interim impairment assessments to be performed as part of the preparation of the quarterly financial statements on the global indefinite-lived trademarks, other long-term assets and the Better Health VMS reporting unit. Based on the outcome of these assessments, a $306 goodwill impairment charge was recorded during the third quarter of fiscal year 2023. There is no remaining goodwill associated with the impaired reporting unit.
No heightened risk of impairment or impairments were identified in fiscal year 2024 as a result of the Company's impairment review performed annually during the fourth quarter or during any other quarters of fiscal year 2024.
Trademarks and Other Indefinite-Lived Intangible Assets
For trademarks and other intangible assets with indefinite lives, the Company has the option to first assess qualitative factors, such as the maturity and stability of the trademark or other intangible asset, the magnitude of the excess fair value over carrying value from a prior period's impairment testing, other specific operating results, as well as new events and circumstances impacting the significant inputs used to determine the fair value of the intangible asset. If the result of a qualitative test indicates that it is more likely than not that the asset is impaired, a quantitative test is performed. When a
| The Clorox Company 2024 Proxy Statement >Appendix A | A-13 | |
quantitative test is performed, the estimated fair value of an asset is compared to its carrying value. If the carrying value of such asset exceeds its estimated fair value, an impairment charge is recorded for the difference between the carrying value and the estimated fair value. The Company uses a DCF method under the relief from royalty income approach to estimate the fair value of its trademarks and other intangible assets with indefinite lives. This approach requires significant judgments in determining the royalty rates and the assets' estimated cash flows, including consideration of related net sales growth rates, as well as the appropriate discount and foreign exchange rates applied to those cash flows to determine fair value. Future changes in such estimates or the use of alternative assumptions could result in significantly different estimates of the fair values.
During the third quarter of fiscal year 2023, as a result of the interim impairment assessments performed on various Better Health VMS assets as noted above, an impairment charge of $139 was recorded to indefinite-lived intangible assets associated with the Better Health VMS business. The useful lives of the impaired trademarks, with a remaining net carrying value of $28 as of March 31, 2023, were changed from indefinite to finite beginning on April 1, 2023.
No heightened risk of impairment or significant impairments were identified in fiscal year 2024.
Finite-Lived Intangible Assets
Finite-lived intangible assets are reviewed for possible impairment whenever events or changes in circumstances occur that indicate that the carrying value of an asset (or asset group) may not be recoverable. The Company's impairment review requires significant judgment by management, including estimating the future success of product lines, future sales volumes, revenue and expense growth rates, alternative uses for the assets and proceeds from the disposal of the assets. The Company reviews business plans for possible impairment indicators. The risk of impairment is initially assessed based on an estimate of the undiscounted cash flows at the lowest level for which identifiable cash flows exist. The asset (or asset group) is not recoverable when the carrying value of the asset exceeds the estimated future undiscounted cash flows generated by the asset. When impairment is indicated, an impairment charge is recorded for the difference between the asset's (or asset group's) carrying value and its estimated fair value. Depending on the asset, estimated fair value may be determined either by use of a DCF method or, if available, by reference to estimated selling values of assets in similar condition. These approaches require significant judgments in determining the assumptions utilized in the DCF or the selection of comparable assets, as applicable. Future changes in such estimates or the use of alternative assumptions could result in significantly different estimates of the fair values.
No significant impairments for finite-lived intangible assets were identified in fiscal year 2024.
Income Taxes
The Company's effective tax rate is based on income by tax jurisdiction, statutory tax rates and tax planning opportunities available to the Company in the various jurisdictions in which the Company operates. Significant judgment is required in determining the Company's effective tax rate and in evaluating its tax positions.
The Company maintains valuation allowances when it is likely that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in the Company's income tax provision in the period of change. In determining whether a valuation allowance is warranted, the Company takes into account many factors, including the specific tax jurisdiction, both historical and projected future earnings, carryback and carryforward periods and tax planning strategies. Many of the judgments made in adjusting valuation allowances involve assumptions and estimates that are highly subjective. Valuation allowances maintained by the Company relate mostly to deferred tax assets arising from the Company's currently anticipated inability to use federal and state capital losses generated by the 2024 sale of the Company's Argentina business (see Notes to Consolidated Financial Statements). Other valuation allowances relate to deferred tax assets for net operating losses and tax credits in certain foreign countries.
In addition to valuation allowances, the Company establishes uncertain tax positions when such tax positions do not meet certain recognition thresholds or measurement standards as defined by generally accepted accounting principles. These uncertain tax positions are adjusted as a result of changes in factors such as tax legislation, interpretations of laws by courts, rulings by tax authorities, new audit developments, changes in estimates and the expiration of the statute of limitations. Amounts for uncertain tax positions are adjusted in quarters when new information becomes available or when positions are effectively settled. Many of the judgments made in adjusting uncertain tax positions involve assumptions and estimates regarding audit outcomes and the timing of audit settlements, which are often uncertain and subject to change.
Venture Agreement Terminal Obligation
The Company has a Venture Agreement with P&G for the Company's Glad bags and wraps business. As of June 30, 2024 and June 30, 2023, P&G had a 20% interest in the venture. Upon termination of the agreement, currently set for January 2026, unless the parties agree to a further extension, the Company is required to purchase P&G's 20% interest for cash at fair value as established by predetermined valuation procedures. The Company's obligation to purchase P&G's interest is reflected in Other liabilities. The $4 increase in the estimated fair value of P&G's interest since June 30, 2023 was attributable to an increase in the estimated future cash flows since the prior valuation. The difference between the estimated fair value and the amount recognized, and any future changes in the fair value of P&G's interest, is charged to cost of products sold
| The Clorox Company 2024 Proxy Statement >Appendix A | A-14 | |
in accordance with the effective interest method over the remaining life of the agreement. See Notes to Consolidated Financial Statements for additional information on the Venture Agreement.
The estimated fair value of P&G's interest may increase or decrease up until any such purchase by the Company of P&G's interest. The Company uses the DCF method under the income approach to estimate the fair value of P&G's interest. Under this approach, the Company estimates the future cash flows and discounts these cash flows at a rate of return that reflects its risk. The cash flows used are consistent with those the Company uses in its internal planning, which gives consideration to actual business trends experienced and the long-term business strategy. The other key assumptions and estimates used include, but are not limited to, net sales and expense growth rates, commodity prices, foreign exchange rates, discount rates, inflation and terminal growth rates. Fair value determination requires significant judgment, assumptions and market factors which are uncertain and subject to change. Changes in the judgments, assumptions and market factors used could result in significantly different estimates of fair value. For perspective, if the discount rate as of June 30, 2024 were to increase or decrease by 100 basis points, the estimated fair value of P&G's interest would decrease by approximately $54 or increase by approximately $69, respectively. Such changes would affect the amount of future charges to Cost of products sold.
Summary of Non-Gaap Financial Measures
The non-GAAP financial measures that may be included in this MD&A and Exhibit 99.2 and the reasons management believes they are useful to investors are described below. These measures should be considered supplemental in nature and are not intended to be a substitute for the related financial information prepared in accordance with U.S. GAAP. In addition, these measures may not be the same as similarly named measures presented by other companies.
Free cash flowis calculated as net cash provided by operations less capital expenditures. The Company's management uses this measure and Free cash flow as a percentage of net sales to help assess the cash generation ability of the business and funds available for investing activities, such as acquisitions, investing in the business to drive growth and financing activities, including debt payments, dividend payments and stock repurchases. Free cash flow does not represent cash available only for discretionary expenditures since the Company has mandatory debt service requirements and other contractual and non-discretionary expenditures. Refer to "Free cash flow" and "Free cash flow as a percentage of net sales" above for a reconciliation of these non-GAAP measures.
EBITrepresents earnings before income taxes, interest income and interest expense. EBIT margin is the ratio of EBIT to net sales. The Company's management believes these measures provide useful additional information to investors to enhance their understanding about trends in the Company's operations and are useful for period-over-period comparisons.
Adjusted earnings (losses) before interest and income taxes (adjusted EBIT) represents earnings (losses) before income taxes excluding interest income, interest expense and other significant items that are nonrecurring or unusual (such as the pension settlement charge, incremental costs, net of insurance recoveries, related to the cyberattack, asset impairments, charges related to the streamlined operating model, charges related to the digital capabilities and productivity enhancements investment, significant losses/(gains) related to acquisitions/ divestitures and other nonrecurring or unusual items impacting comparability). The Company uses this measure to assess the operating results and performance of its segments, perform analytical comparisons, identify strategies to improve performance, and allocate resources to each segment. Management believes that the presentation of adjusted EBIT is useful to investors to assess operating performance on a consistent basis by removing the impact of the items that management believes does not directly reflect the performance of each segment's underlying operations. Adjusted EBIT margin is the ratio of adjusted EBIT to net sales.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-15 | |
|
Reconciliation of earnings (losses) before income taxes to adjusted EBIT |
|||
| Fiscal year | |||
| 2024 | 2023 | 2022 | |
| Earnings (losses) before income taxes | $ 398 | $ 238 | $ 607 |
| Interest income | (23) | (16) | (5) |
|
Interest expense |
90 |
90 |
106 |
|
Loss on divestiture(1) |
240 |
- |
- |
|
Pension settlement charge(2) |
171 |
- |
- |
|
Cyberattack costs, net of insurance recoveries(3) |
29 |
- |
- |
|
VMS impairment(4) |
- |
445 |
- |
|
Streamlined operating model(5) |
32 |
60 |
- |
|
Digital capabilities and productivity enhancements investment(6) |
108 |
100 |
61 |
| Adjusted EBIT | $ 1,045 | $ 917 | $ 769 |
| (1) | Represents loss related to the divestiture of the Argentina business. Due to the nature, scope and magnitude of these costs, the Company's management believes presenting these costs as an adjustment in the non-GAAP results provides additional information to investors about trends in the Company's operations and is useful for period over period comparisons. It also allows investors to view underlying operating results in the same manner as they are viewed by Company management. See Notes to Consolidated Financial Statements for additional information. |
| (2) | Represents costs related to the settlement of the domestic qualified pension plan recorded in fiscal year 2024. Due to the nature, scope and magnitude of these costs, the Company's management believes presenting these costs as an adjustment in the non-GAAP results provides additional information to investors about trends in the Company's operations and is useful for period over period comparisons. It also allows investors to view underlying operating results in the same manner as they are viewed by Company management. See Notes to Consolidated Financial Statements for additional information. |
| (3) | Represents incremental costs, net of insurance recoveries, related to the cyberattack recorded in fiscal year 2024. Due to the nature, scope and magnitude of these costs, the Company's management believes presenting these costs as an adjustment in the non-GAAP results provides additional information to investors about trends in the Company's operations and is useful for period over period comparisons. It also allows investors to view underlying operating results in the same manner as they are viewed by Company management. See Notes to Consolidated Financial Statements for additional information. |
| (4) | Represents a noncash impairment charge related to the Better Health VMS business recorded in fiscal year 2023. The Company's management believes presenting these costs as an adjustment in the non-GAAP results provides additional information to investors about trends in the Company's underlying operating results and is useful for period over period comparisons. It also allows investors to view underlying operating results in the same manner as they are viewed by Company management. |
| (5) | Represents restructuring and related implementation costs, net for the streamlined operating model. Due to the nonrecurring and unusual nature of these costs, the company's management believes presenting these costs as an adjustment in the non-GAAP results provides additional information to investors about trends in the company's operations and is useful for period over period comparisons. It also allows investors to view underlying operating results in the same manner as they are viewed by company management. |
| (6) | Represents expenses related to the Company's digital capabilities and productivity enhancements investment corresponding to Corporate and Other. |
Due to the nature, scope and magnitude of this investment, these costs are considered by management to represent incremental transformational costs above the historical normal level of spending for information technology to support operations. Since these strategic investments, including incremental operating costs, will cease at the end of the investment period, are not expected to recur in the foreseeable future and are not considered representative of the company's underlying operating performance, the company's management believes presenting these costs as an adjustment in the non-GAAP results provides additional information to investors about trends in the company's operations and is useful for period-over-period comparisons. It also allows investors to view underlying operating results in the same manner as they are viewed by company management.
Of the total investment, approximately 70% is expected to represent incremental operating costs primarily recorded within selling and administrative expenses to be adjusted from reported Earnings (losses) before income taxes for purposes of disclosing adjusted EBIT over the course of the next five years. About 70% of these operating costs are expected to be related to the implementation of the ERP, with the remaining costs primarily related to the implementation of complementary technologies.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-16 | |
During the fiscal years ended June 30, 2024 and 2023, the Company incurred approximately $108 and $100, respectively, of operating expenses related to its digital capabilities and productivity enhancements investment. The expenses relate to the following:
| Fiscal year | ||
| 2024 | 2023 | |
| External consulting fees(1) | $ 80 | $ 79 |
|
IT project personnel costs(2) |
8 |
6 |
|
Other(3) |
20 |
15 |
| Total | $ 108 | $ 100 |
| (1) | Comprised of third-party consulting fees incurred to assist in the project management and end-to-end systems integration of this transformative investment. The company relies on consultants for certain capabilities required for these programs that the company does not maintain internally. These costs support the implementation of these programs incremental to the company's normal IT costs and will not be incurred following implementation. |
| (2) | Comprised of labor costs associated with internal IT project management teams that are utilized to oversee the new system implementations. Given the magnitude and transformative nature of the implementations planned, the necessary project management costs are incremental to the historical levels of spend and will no longer be incurred subsequent to implementation. As a result of this long-term strategic investment, the company considers these costs not reflective of the ongoing costs to operate its business. |
| (3) | Comprised of various other expenses associated with the company's new system implementations, including company personnel dedicated to the project that have been backfilled with either permanent or temporary resources in positions that are considered part of normal operating expenses. |
Economic profit (EP)is defined by the Company as earnings before income taxes, excluding certain U.S. GAAP items (such as the pension settlement charge, incremental costs, net of insurance recoveries, related to the cyberattack, asset impairments, charges related to implementation of the streamlined operating model, charges related to digital capabilities and productivity enhancements investment, significant losses/(gains) related to acquisitions/divestitures and other nonrecurring or unusual items impacting comparability) and interest expense; less income taxes (calculated based on the Company's effective tax rate excluding the identified U.S. GAAP items), and less after tax profit attributable to noncontrolling interests, and less a capital charge (calculated as average capital employed multiplied by a cost of capital rate). EP is a key financial metric that the Company's management uses to evaluate business performance and allocate resources, and is a component in determining employee incentive compensation. The Company's management believes EP provides additional perspective to investors about financial returns generated by the business and represents profit generated over and above the cost of capital used by the business to generate that profit. Refer to Exhibit 99.2 for a reconciliation of EP to earnings before income taxes.
Organic sales growth/(decrease)is defined as net sales growth/(decrease) excluding the effect of foreign exchange rate changes and any acquisitions or divestitures. Management believes that the presentation of organic sales growth/(decrease) is useful to investors because it excludes sales from any acquisitions or divestitures, which results in a comparison of sales only from the businesses that the Company was operating and expects to continue to operate throughout the relevant periods, and the Company's estimate of the impact of foreign exchange rate changes, which are difficult to predict, and out of the control of the Company and management.
The following table provides a reconciliation of organic sales growth/(decrease) (non-GAAP) to net sales growth/(decrease) (GAAP), the most comparable GAAP measure:
|
Year Ended June 30, 2024 Percentage change versus the year-ago period |
|||||
|
Health and Wellness |
Household |
Lifestyle |
International |
Total Company(1) |
|
| Net sales growth/(decrease) (GAAP) | (2)% | (7)% | (5)% | (2)% | (4)% |
|
Add: Foreign Exchange |
- |
- |
- |
21 |
3 |
|
Add/(Subtract): Divestitures/Acquisitions(2) |
- |
- |
- |
4 |
1 |
| Organic sales growth/(decrease) (non-GAAP) | (2)% | (7)% | (5)% | 23% | -% |
| (1) | Total company includes Corporate and Other. |
| (2) | The Argentina divestiture impact is calculated as net sales from the Argentina business after March 20, the divestiture date, until the end of the twelve month period for the year-ago period. |
| The Clorox Company 2024 Proxy Statement >Appendix A | A-17 | |
CAUTIONARY STATEMENT
This Annual Report on Form 10-K (this Report), including the exhibits hereto and the information incorporated by reference herein, contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, among others, statements regarding the expected or potential impact of the Company's operational disruption stemming from a cyberattack, and any such forward-looking statements involve risks, assumptions and uncertainties. Except for historical information, statements about future volumes, sales, organic sales growth, foreign currencies, costs, cost savings, margins, earnings, earnings per share, diluted earnings per share, foreign currency exchange rates, tax rates, cash flows, plans, objectives, expectations, growth or profitability are forward-looking statements based on management's estimates, beliefs, assumptions and projections. Words such as "could," "may," "expects," "anticipates," "targets," "goals," "projects," "intends," "plans," "believes," "seeks," "estimates," "will," "predicts," and variations on such words, and similar expressions that reflect the Company's current views with respect to future events and operational, economic and financial performance are intended to identify such forward-looking statements. These forward-looking statements are only predictions, subject to risks and uncertainties, and actual results could differ materially from those discussed. Important factors that could affect performance and cause results to differ materially from management's expectations, are described in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Report, as updated from time to time in the Company's Securities and Exchange Commission filings. These factors include, but are not limited to:
| • | unfavorable general economic and geopolitical conditions beyond the Company's control, including supply chain disruptions, labor shortages, wage pressures, rising inflation, the interest rate environment, fuel and energy costs, foreign currency exchange rate fluctuations, weather events or natural disasters, disease outbreaks or pandemics, such as COVID-19, terrorism, and unstable geopolitical conditions, including ongoing conflicts in the Middle East and Ukraine and rising tensions between China and Taiwan, as well as macroeconomic and geopolitical volatility and uncertainty as a result of a number of these and other factors, including actual and potential shifts between the U.S. and its trading partners, especially China; |
| • | the ability of the Company to drive sales growth, increase prices and market share, grow its product categories and manage favorable product and geographic mix; |
| • | the impact of the changing retail environment, including the growth of alternative retail channels and business models, and changing consumer preferences; |
| • | our recovery from the cyberattack, and risks related to the Company's use of and reliance on information technology systems, including potential and actual security breaches, cyberattacks, privacy breaches or data breaches that result in the unauthorized disclosure of consumer, customer, |
employee or Company information, business, service or operational disruptions, or that impact the Company's financial results or financial reporting, or any resulting unfavorable outcomes, increased costs or legal proceedings;
| • | intense competition in the Company's markets; |
| • | volatility and increases in the costs of raw materials, energy, transportation, labor and other necessary supplies or services; |
| • | risks related to supply chain issues, product shortages and disruptions to the business, as a result of increased supply chain dependencies due to an expanded supplier network and a reliance on certain single-source suppliers; |
| • | the ability of the Company to implement and generate cost savings and efficiencies, and successfully implement its transformational initiatives or strategies, including achieving anticipated benefits and cost savings from the implementation of the streamlined operating model and digital capabilities and productivity enhancements; |
| • | the Company's ability to maintain its business reputation and the reputation of its brands and products; |
| • | dependence on key customers and risks related to customer consolidation and ordering patterns; |
| • | the ability of the Company to innovate and to develop and introduce commercially successful products, or expand into adjacent categories and countries; |
| • | the Company's ability to attract and retain key personnel, which may continue to be impacted by challenges in the labor market, such as increasing labor costs and sustained labor shortages; |
| • | lower revenue, increased costs or reputational harm resulting from government actions and compliance with regulations, or any material costs imposed by changes in regulation; |
| • | changes to the Company's processes and procedures as a result of its digital capabilities and productivity enhancements that may result in changes to the Company's internal controls over financial reporting; |
| • | the ability of the Company to successfully manage global political, legal, tax and regulatory risks, including changes in regulatory or administrative activity; |
| • | risks related to international operations and international trade, including changing macroeconomic conditions as a result of inflation, volatile commodity prices and increases in raw and packaging materials prices, labor, energy and logistics; global economic or political instability; foreign currency fluctuations, such as devaluations, and foreign currency exchange rate controls; changes in governmental policies, including trade, travel or immigration restrictions, new or additional tariffs, and price or other controls; labor claims and civil unrest; potential operational or supply chain disruptions from wars and military conflicts, including ongoing conflicts in the Middle East and Ukraine and rising tensions between China and Taiwan; potential negative impact and liabilities from the use, storage and transportation of chlorine |
| The Clorox Company 2024 Proxy Statement >Appendix A | A-18 | |
in certain international markets where chlorine is used in the production of bleach; widespread health emergencies, such as COVID-19; and the possibility of nationalization, expropriation of assets or other government action;
| • | the impact of Environmental, Social, and Governance (ESG) issues, including those related to climate-related transition risks, changing consumer preferences, including the environmental impact of the Company's products and sustainability on sales, operating costs or reputation; |
| • | the impact of product liability claims, labor claims and other legal, governmental or tax proceedings, including in foreign jurisdictions and in connection with any product recalls; |
| • | risks relating to acquisitions, new ventures and divestitures, and associated costs, including for asset impairment charges related to, among others, intangible assets, including trademarks and goodwill, in particular the impairment charges related to the carrying value of the company's Better Health VMS business and the divestiture of and related loss on the announced sale of the Better Health VMS business; and the ability to complete announced transactions and, if completed, integration costs and potential contingent liabilities related to those transactions; |
| • | the accuracy of the Company's estimates and assumptions on which its financial projections, including any sales or earnings guidance or outlook it may provide from time to time, are based; |
| • | risks related to increases in the estimated fair value of P&G's interest in the Glad business; |
| • | risks related to the Company's reliance on third-party service providers, including inability to meet cost savings or efficiencies, business or systems disruptions, and other liabilities, including legal or regulatory risk; |
| • | environmental matters, including costs associated with the remediation and monitoring of past contamination, and possible increases in costs resulting from actions by relevant regulators, and the handling and/or transportation of hazardous substances; |
| • | the Company's ability to effectively utilize, assert and defend its intellectual property rights, and any infringement or claimed infringement by the Company of third-party intellectual property rights; |
| • | the effect of the Company's indebtedness and credit rating on its business operations and financial results and the Company's ability to access capital markets and other funding sources, as well as the cost of capital to the Company; |
| • | the COVID-19 pandemic and related impacts, including on the availability of, and efficiency of the supply, manufacturing and distribution systems for, the Company's products, including any significant disruption to such systems; on the demand for and sales of the Company's products; and on worldwide, regional and local adverse economic conditions; |
| • | the Company's ability to pay and declare dividends or repurchase its stock in the future; |
| • | the impacts of potential stockholder activism; and |
| • | risks related to any litigation associated with the exclusive forum provision in the Company's bylaws. |
The Company's forward-looking statements in this Report are based on management's current views, beliefs, assumptions and expectations regarding future events and speak only as of the date of this Report. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by the federal securities laws. In this Report, unless the context requires otherwise, the terms "the Company," "Clorox," "we," "us," and "our" refer to The Clorox Company and its subsidiaries.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-19 | |
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is a process designed under the supervision of its Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Management evaluated the effectiveness of the Company's internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Frameworkpublished in 2013. Management, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company's internal control over financial reporting as of June 30, 2024, and concluded that it is effective.
The Company's independent registered public accounting firm, Ernst & Young LLP, has audited the effectiveness of the Company's internal control over financial reporting as of June 30, 2024, as stated in their report, which is included herein.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-20 | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of The Clorox Company
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of The Clorox Company (the Company) as of June 30, 2024 and 2023, the related consolidated statements of earnings, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended June 30, 2024, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated August 8, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-21 | |
| Valuation of Venture Agreement Terminal Obligation | |
| Description of the Matter |
As discussed in Note 11 of the consolidated financial statements, the Company has an agreement with The Procter & Gamble Company (P&G) for the Company's Glad bags and wraps business, for which the Company is required to purchase P&G's 20% interest in the venture for cash at fair value of the global Glad business upon termination of the agreement. At June 30, 2024, $510 million of the estimated fair value of $531 million has been recognized as a venture agreement terminal obligation and represented 10% of total liabilities. Auditing the Company's Glad venture agreement terminal obligation is complex and highly judgmental and required the involvement of a valuation specialist due to the significant judgment in estimating the fair value of the global Glad business. In particular, the fair value estimate is sensitive to significant assumptions such as changes in net sales growth rates, gross margins, and discount rates. These assumptions are sensitive to and affected by expected future market or economic conditions, industry and company-specific qualitative factors. |
| How We Addressed the Matter in Our Audit |
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the venture agreement terminal obligation valuation review process, including controls over the significant assumptions described above. To test the estimated fair value of the venture agreement terminal obligation, we performed audit procedures that included, among others, assessing the methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to current industry and economic trends, the Company's historical results and other guideline companies within the same industry, and we evaluated whether changes in the Company's business and other factors, would affect the significant assumptions. We assessed the historical accuracy of management's estimates and performed sensitivity analyses of significant assumptions to evaluate the change in the fair value of the venture agreement terminal obligation resulting from changes in these assumptions. We involved our valuation specialists to assist in reviewing the valuation methodology and testing the terminal growth rates and discount rates. |
/s/ Ernst & Young LLP
We have served as the Company's auditor since 2003.
San Francisco, California
August 8, 2024
| The Clorox Company 2024 Proxy Statement >Appendix A | A-22 | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of The Clorox Company
Opinion on Internal Control Over Financial Reporting
We have audited The Clorox Company's internal control over financial reporting as of June 30, 2024, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, The Clorox Company (the Company) maintained, in all material respects, effective internal control over financial reporting as of June 30, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2024 and 2023, the related consolidated statements of earnings, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended June 30, 2024, and the related notes and our report dated August 8, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
San Francisco, California
August 8, 2024
| The Clorox Company 2024 Proxy Statement >Appendix A | A-23 | |
CONSOLIDATED STATEMENTS OF EARNINGS
The Clorox Company
| Years ended June 30 | |||
| Dollars in millions, except per share data | 2024 | 2023 | 2022 |
| Net sales | $ 7,093 | $ 7,389 | $ 7,107 |
| Cost of products sold | 4,045 | 4,481 | 4,562 |
| Gross profit | 3,048 | 2,908 | 2,545 |
| Selling and administrative expenses | 1,167 | 1,183 | 954 |
| Advertising costs | 832 | 734 | 709 |
| Research and development costs | 126 | 138 | 132 |
| Loss on divestiture | 240 | - | - |
| Pension settlement charge | 171 | - | - |
| Goodwill, trademark and other asset impairments | - | 445 | - |
| Interest expense | 90 | 90 | 106 |
| Other (income) expense, net | 24 | 80 | 37 |
| Earnings before income taxes | 398 | 238 | 607 |
| Income taxes | 106 | 77 | 136 |
| Net earnings | 292 | 161 | 471 |
| Less: Net earnings attributable to noncontrolling interests | 12 | 12 | 9 |
| Net earnings attributable to Clorox | $ 280 | $ 149 | $ 462 |
| Net earnings per share attributable to Clorox | |||
| Basic net earnings per share | $ 2.26 | $1.21 | $ 3.75 |
| Diluted net earnings per share | $ 2.25 | $1.20 | $ 3.73 |
| Weighted average shares outstanding (in thousands) | |||
| Basic | 124,174 | 123,589 | 123,113 |
| Diluted | 124,804 | 124,181 | 123,906 |
See Notes to Consolidated Financial Statements
| The Clorox Company 2024 Proxy Statement >Appendix A | A-24 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
The Clorox Company
| Years ended June 30 | |||
| Dollars in millions | 2024 | 2023 | 2022 |
| Net earnings | $ 292 | $ 161 | $ 471 |
| Other comprehensive (loss) income: | |||
| Foreign currency adjustments, net of tax | 206 | 3 | (45) |
| Net unrealized gains (losses) on derivatives, net of tax | (14) | (22) | 100 |
| Pension and postretirement benefit adjustments, net of tax | 146 | 5 | 12 |
| Total other comprehensive (loss) income, net of tax | 338 | (14) | 67 |
| Comprehensive income | 630 | 147 | 538 |
| Less: Total comprehensive income attributable to noncontrolling interests | 12 | 12 | 9 |
| Total comprehensive income attributable to Clorox | $ 618 | $ 135 | $ 529 |
See Notes to Consolidated Financial Statements
| The Clorox Company 2024 Proxy Statement >Appendix A | A-25 | |
CONSOLIDATED BALANCE SHEETS
The Clorox Company
| As of June 30 | ||
| Dollars in millions, except per share data | 2024 | 2023 |
| ASSETS | ||
| Current assets | ||
| Cash and cash equivalents | $ 202 | $ 367 |
| Receivables, net | 695 | 688 |
| Inventories, net | 637 | 696 |
| Prepaid expenses and other current assets | 88 | 77 |
| Total current assets | 1,622 | 1,828 |
| Property, plant and equipment, net | 1,315 | 1,345 |
| Operating lease right-of-use assets | 360 | 346 |
| Goodwill | 1,228 | 1,252 |
| Trademarks, net | 538 | 543 |
| Other intangible assets, net | 143 | 169 |
| Other assets | 545 | 462 |
| Total assets | $ 5,751 | $ 5,945 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||
| Current liabilities | ||
| Notes and loans payable | $ 4 | $ 50 |
| Current operating lease liabilities | 84 | 87 |
| Accounts payable and accrued liabilities | 1,486 | 1,659 |
| Income taxes payable | - | 121 |
| Total current liabilities | 1,574 | 1,917 |
| Long-term debt | 2,481 | 2,477 |
| Long-term operating lease liabilities | 334 | 310 |
| Other liabilities | 848 | 825 |
| Deferred income taxes | 22 | 28 |
| Total liabilities | 5,259 | 5,557 |
| Commitments and contingencies | ||
| Stockholders' equity | ||
| Preferred stock: $1.00 par value; 5,000,000 shares authorized; none issued or outstanding | - | - |
| Common stock: $1.00 par value; 750,000,000 shares authorized; 130,741,461 shares issued as of June 30, 2024 and 2023; and 124,201,807 and 123,820,022 shares outstanding as of June 30, 2024 and 2023, respectively | 131 | 131 |
| Additional paid-in capital | 1,288 | 1,245 |
| Retained earnings | 250 | 583 |
| Treasury stock, at cost: 6,539,654 and 6,921,439 shares as of June 30, 2024 and 2023, respectively | (1,186) | (1,246) |
| Accumulated other comprehensive net (loss) income | (155) | (493) |
| Total Clorox stockholders' equity | 328 | 220 |
| Noncontrolling interests | 164 | 168 |
| Total stockholders' equity | 492 | 388 |
| Total liabilities and stockholders' equity | $ 5,751 | $ 5,945 |
See Notes to Consolidated Financial Statements
| The Clorox Company 2024 Proxy Statement >Appendix A | A-26 | |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
The Clorox Company
| Common Stock | Treasury Stock | ||||||||
|
(Dollars in millions except per share data; shares in thousands) |
Amount | Shares |
Additional Paid-in Capital |
Retained Earnings |
Amount | Shares |
Accumulated Other Comprehensive Net (Loss) Income |
Non- controlling interests |
Total Stockholders' Equity |
| Balance as of June 30, 2021 | $131 | 130,741 | $1,186 | $1,036 | $(1,396) | (7,961) | $(546) | $181 | $592 |
| Net earnings | - | - | - | 462 | - | - | - | 9 | 471 |
| Other comprehensive (loss) income | - | - | - | - | - | - | 67 | - | 67 |
| Dividends to Clorox stockholders ($3.48 per share declared) | - | - | - | (430) | - | - | - | - | (430) |
| Dividends to noncontrolling interests | - | - | - | - | - | - | - | (17) | (17) |
| Stock-based compensation | - | - | 52 | - | - | - | - | - | 52 |
| Other employee stock plan activities | - | - | (36) | (20) | 75 | 524 | - | - | 19 |
| Treasury stock purchased | - | - | - | - | (25) | (152) | - | - | (25) |
| Balance as of June 30, 2022 | 131 | 130,741 | 1,202 | 1,048 | (1,346) | (7,589) | (479) | 173 | 729 |
| Net earnings | - | - | - | 149 | - | - | - | 12 | 161 |
| Other comprehensive (loss) income | - | - | - | - | - | - | (14) | - | (14) |
| Dividends to Clorox stockholders ($4.72 per share declared) | - | - | - | (588) | - | - | - | - | (588) |
| Dividends to noncontrolling interests | - | - | - | - | - | - | - | (17) | (17) |
| Stock-based compensation | - | - | 73 | - | - | - | - | - | 73 |
| Other employee stock plan activities | - | - | (30) | (26) | 100 | 668 | - | - | 44 |
| Balance as of June 30, 2023 | 131 | 130,741 | 1,245 | 583 | (1,246) | (6,921) | (493) | 168 | 388 |
| Net earnings | - | - | - | 280 | - | - | - | 12 | 292 |
| Other comprehensive (loss) income | - | - | - | - | - | - | 338 | - | 338 |
| Dividends to Clorox stockholders ($4.80 per share declared) | - | - | - | (600) | - | - | - | - | (600) |
| Dividends to noncontrolling interests | - | - | - | - | - | - | - | (16) | (16) |
| Stock-based compensation | - | - | 74 | - | - | - | - | - | 74 |
| Other employee stock plan activities | - | - | (31) | (13) | 60 | 381 | - | - | 16 |
| Balance as of June 30, 2024 | $131 | 130,741 | $1,288 | $250 | $(1,186) | (6,540) | $(155) | $164 | $492 |
See Notes to Consolidated Financial Statements
| The Clorox Company 2024 Proxy Statement >Appendix A | A-27 | |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS The Clorox Company |
| Years ended June 30 | |||
| Dollars in millions | 2024 | 2023 | 2022 |
| Operating activities: | |||
| Net earnings | $ 292 | $ 161 | $ 471 |
| Adjustments to reconcile net earnings to net cash provided by operations: | |||
| Depreciation and amortization | 235 | 236 | 224 |
| Stock-based compensation | 74 | 73 | 52 |
| Deferred income taxes | (100) | (149) | 5 |
| Loss on divestiture | 238 | - | - |
| Pension settlement charge | 171 | - | - |
| Goodwill, trademark and other asset impairments | - | 445 | - |
| Settlement of interest rate derivative contracts | - | - | 114 |
| Other | 26 | 38 | 19 |
| Changes in: | |||
| Receivables, net | (34) | (13) | (84) |
| Inventories, net | 55 | 58 | (18) |
| Prepaid expenses and other current assets | 25 | (1) | 16 |
| Accounts payable and accrued liabilities | (140) | 157 | (47) |
| Operating lease right-of-use assets and liabilities, net | - | 1 | (1) |
| Income taxes payable/prepaid | (147) | 152 | 35 |
| Net cash provided by operations | 695 | 1,158 | 786 |
| Investing activities: | |||
| Capital expenditures | (212) | (228) | (251) |
| Proceeds from divestiture, net of cash divested | 17 | - | - |
| Other | 20 | 5 | 22 |
| Net cash used for investing activities | (175) | (223) | (229) |
| Financing activities: | |||
| Notes and loans payable, net | (45) | (188) | 237 |
| Long-term debt repayments | - | - | (1,405) |
| Long-term debt borrowings, net of issuance costs paid | - | - | 1,085 |
| Treasury stock purchased | - | - | (25) |
| Cash dividends paid to Clorox stockholders | (595) | (583) | (571) |
| Cash dividends paid to noncontrolling interests | (16) | (15) | (15) |
| Issuance of common stock for employee stock plans and other | 1 | 33 | 5 |
| Net cash used for financing activities | (655) | (753) | (689) |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (26) | - | (6) |
| Net increase (decrease) in cash, cash equivalents and restricted cash | (161) | 182 | (138) |
| Cash, cash equivalents and restricted cash: | |||
| Beginning of year | 368 | 186 | 324 |
| End of year | $ 207 | $ 368 | $ 186 |
| Supplemental cash flow information: | |||
| Interest paid | $ 102 | $ 99 | $ 89 |
| Income taxes paid, net of refunds | 347 | 73 | 100 |
| Noncash financing activities: | |||
| Cash dividends declared and accrued, but not paid | 16 | 16 | 14 |
See Notes to Consolidated Financial Statements
| The Clorox Company 2024 Proxy Statement >Appendix A | A-28 | |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Clorox Company
(Dollars in millions, except per share data)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations and Basis of Presentation
The Company is principally engaged in the production, marketing and sale of consumer products through mass retailers, grocery outlets, warehouse clubs, dollar stores, home hardware centers, drug, pet and military stores, third-party and owned e-commerce channels, and distributors. The consolidated financial statements include the statements of the Company and its wholly owned and controlled subsidiaries. All significant intercompany transactions and accounts were eliminated in consolidation.
Use of Estimates
The preparation of these consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (U.S. GAAP) requires management to reach opinions as to estimates and assumptions that affect reported amounts and related disclosures. Specific areas requiring the application of management's estimates and judgments include, among others, assumptions pertaining to accruals for consumer and trade promotion programs, future cash flows associated with impairment testing of goodwill and other long-lived assets, uncertain tax positions, tax valuation allowances, the valuation of the Venture Agreement terminal obligation, stock-based compensation, retirement income plans and legal, environmental and insurance matters. Actual results could materially differ from estimates and assumptions made.
Cash, Cash Equivalents and Restricted Cash
Cash equivalents consist of highly liquid interest-bearing accounts, time deposits held by financial institutions and money market funds with an initial maturity at purchase of 90 days or less. The fair value of cash and cash equivalents approximates the carrying amount.
The Company's cash position includes amounts held by foreign subsidiaries and, as a result, the repatriation of certain cash balances from some of the Company's foreign subsidiaries could result in additional withholding tax costs in certain foreign jurisdictions. However, these cash balances are generally available without legal restriction to fund local business operations. In addition, a portion of the Company's cash balance is held in U.S. dollars by foreign subsidiaries whose functional currency is their local currency. Such U.S. dollar balances are reported on the foreign subsidiaries' books in their functional currency, and the impact on such balances from foreign currency exchange rate differences is recorded in Other (income) expense, net.
As of June 30, 2024, 2023, 2022 and 2021, the Company had $5, $1, $3 and $5 of restricted cash, respectively, which was included in Prepaid expenses and other current assets and Other assets.
Inventories
The Company values its inventories using both the First-In, First-Out (FIFO) and the Last-In, First-Out (LIFO) methods. The FIFO inventory is stated at the lower of cost or net realizable value, which includes any costs to sell or dispose. In addition, appropriate consideration is given to obsolescence, excessive inventory levels, product deterioration and other factors in evaluating net realizable value. The LIFO inventory is stated at the lower of cost or market.
Property, Plant and Equipment and Finite-Lived Intangible Assets
Property, plant and equipment and finite-lived intangible assets are stated at cost. Depreciation and amortization expense are primarily calculated by the straight-line method using the estimated useful lives or lives determined by reference to the related lease contract in the case of leasehold improvements. The table below provides estimated useful lives of property, plant and equipment by asset classification.|
Estimated Useful Lives |
|
| Buildings and leasehold improvements | 5-40 years |
| Land improvements | 10-30 years |
| Machinery and equipment | 3-15 years |
| Computer equipment | 3-5 years |
| Capitalized software costs | 3-7 years |
Finite-lived intangible assets are amortized over their estimated useful lives, which range from 7 to 30 years.
Property, plant and equipment and finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances occur that indicate that the carrying amount of an asset (or asset group) may not be fully recoverable. The risk of impairment is initially assessed based on an estimate of the undiscounted cash flows at the lowest level for which identifiable cash flows exist. Impairment occurs when the carrying value of the asset (or asset group) exceeds the estimated future undiscounted cash flows generated by the asset (or asset group). When impairment is indicated, an impairment charge is recorded for the difference between the carrying value of the asset (or asset group) and its estimated fair market value. Depending on the asset, estimated fair market value may be determined either by use of a discounted cash flow model or by reference to estimated selling values of assets in similar condition.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-29 | |
Capitalization of Software Costs
The Company capitalizes certain qualifying costs incurred in the acquisition and development of software for internal use, including the costs of the software, materials, consultants, interest and payroll and payroll-related costs for employees during the application development stage. Internal and external costs incurred during the preliminary project stage and post implementation-operation stage, mainly training and maintenance costs, are expensed as incurred. Once the application is substantially complete and ready for its intended use, qualifying costs are amortized on a straight-line basis over the software's estimated useful life. Capitalized internal use software is included in Property, plant and equipment. Capitalized software as a service is included in Prepaid expenses and other current assets or Other assets and is amortized using the straight-line method over the term of the hosting arrangement which is typically no greater than 10 years.
Impairment Review of Goodwill and Indefinite-Lived Intangible Assets
The Company tests its goodwill, trademarks with indefinite lives and other indefinite-lived intangible assets annually for impairment in the fiscal fourth quarter unless there are indications during a different interim period that these assets may have become impaired.
With respect to goodwill, the Company has the option to first assess qualitative factors, such as the maturity and stability of the reporting unit, the magnitude of the excess fair value over carrying value from a previous period's impairment testing, other reporting unit specific operating results, microeconomic and macroeconomic factors, as well as new events and circumstances impacting the operations at the reporting unit level. The Company operates through strategic business units (SBUs) that are organized into the Company's operating segments. Reporting units for goodwill impairment testing purposes were identified as the Company's individual operating segments. If the result of a qualitative test indicates that it is more likely than not that a reporting unit is impaired, a quantitative test is performed. In the quantitative test, the Company compares the estimated fair value of the reporting unit to its carrying value. If the estimated fair value of any reporting unit is less than its carrying value, an impairment charge is recorded for the difference between the carrying value and the fair value of the reporting unit.
To determine the fair value of a reporting unit as part of its quantitative test, the Company uses the discounted cash flow (DCF) method under the income approach, as it believes that this approach is the most reliable indicator of the fair value of its businesses and the fair value of its future earnings and cash flows. Under this approach, which requires significant judgments, the Company estimates the future cash flows of each reporting unit and discounts these cash flows at a rate of return that reflects their relative risk. The cash flows used in the DCF method are consistent with those the Company uses in its internal planning, which gives consideration to actual business trends experienced, and the broader business strategy for the long term. The other key estimates and factors used in the DCF method include, but are not limited to, net sales and
expense growth rates, commodity prices, foreign exchange rates, inflation and a terminal growth rate. Changes in such estimates or the application of alternative assumptions could produce different results.
For trademarks and other intangible assets with indefinite lives, the Company has the option to first assess qualitative factors, such as the maturity and stability of the trademark or other intangible asset, the magnitude of the excess fair value over carrying value from a previous period's impairment testing, other specific operating results, as well as new events and circumstances impacting the significant inputs used to determine the fair value of the intangible asset. If the result of a qualitative test indicates that it is more likely than not that the asset is impaired, a quantitative test is performed. When a quantitative test is performed, the estimated fair value of an asset is compared to its carrying value. If the carrying value of such asset exceeds its estimated fair value, an impairment charge is recorded for the difference between the carrying value and the estimated fair value. The Company uses the DCF method under the relief from royalty income approach to estimate the fair value of its trademarks and other intangible assets with indefinite lives. This approach requires significant judgments in determining the royalty rates and the assets' estimated cash flows, as well as the appropriate discount and foreign exchange rates applied to those cash flows to determine fair value. Changes in such estimates or the use of alternative assumptions could produce different results.
Leases
The Company determines whether an arrangement contains a lease at inception by determining if the contract conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration and other facts and circumstances. Right-of-use (ROU) assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets are calculated based on the lease liability adjusted for any lease payments paid to the lessor at or before the commencement date and initial direct costs incurred by the Company and excludes any lease incentives received from the lessor. The Company reviews ROU assets for impairment consistent with the approach applied for its other long-lived assets. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. The lease term may include an option to extend or terminate the lease when it is reasonably certain that the Company will exercise that option as of the commencement date of the lease, and is reviewed in subsequent periods if a triggering event occurs. As the Company's leases typically do not contain a readily determinable implicit rate, the Company determines the present value of the lease liability using its incremental borrowing rate at the lease commencement date based on the lease term and the currency of the lease on a collateralized basis. Variable lease payments are the portion of lease payments that are not fixed over the lease term. Variable lease payments are expensed as incurred, and include certain non-lease components, such as maintenance and other services provided by the lessor, and other charges
| The Clorox Company 2024 Proxy Statement >Appendix A | A-30 | |
included in the lease, as applicable. The Company elected to combine lease and non-lease components as a single lease component and to exclude short-term leases, defined as leases with an initial term of 12 months or less, from its consolidated balance sheet.
Restructuring Liabilities
The Company incurs restructuring costs in connection with workforce reductions; consolidation or closure of a facility; sale or termination of a line of business; and other actions. Such costs include employee termination benefits (one-time arrangements and benefits attributable to prior service), termination of contractual obligations, noncash asset charges and other direct incremental costs.
The Company records employee termination liabilities once they are both probable and estimable for severance provided under the Company's existing severance policy. Employee termination liabilities outside of the Company's existing severance policy are recognized at the time relevant employees are notified, unless the employees will be retained to render service beyond a minimum retention period for transition purposes, in which case the liability is recognized ratably over the future service period. Other costs associated with a restructuring plan or exit or disposal activities, such as consulting and professional fees, facility exit costs, employee relocation, outplacement costs, accelerated depreciation or asset impairments associated with a restructuring plan, are recognized in the period in which the liability is incurred or the asset is impaired.
Stock-based Compensation
The Company grants various nonqualified stock-based compensation awards to eligible employees, including stock options, restricted stock awards and performance shares.
For stock options, the Company estimates the fair value of each award on the date of grant using the Black-Scholes valuation model, which requires management to make estimates regarding expected option life, stock price volatility and other assumptions. Groups of employees that have similar historical exercise behavior are considered separately for valuation purposes. The Company estimates stock option forfeitures based on historical data for each employee grouping. The total number of stock options expected to vest is adjusted by actual and estimated forfeitures. Changes to the actual and estimated forfeitures will result in a cumulative adjustment in the period of change. Compensation expense is recorded by amortizing the grant date fair values on a straight-line basis over the requisite service period, adjusted for estimated forfeitures.
For restricted stock awards, the fair value of each grant issued is estimated on the date of grant based on the current market price of the stock. Forfeitures are estimated based on historical data. The total number of restricted stock awards expected to vest is adjusted by actual and estimated forfeitures. Changes to the actual and estimated forfeitures will result in a
cumulative adjustment in the period of change. Compensation expense is recorded by amortizing the grant date fair values on a straight-line basis over the requisite service period, adjusted for estimated forfeitures.
The Company's performance shares provide for the issuance of common stock to certain managerial staff and executive management if the Company achieves specified performance targets. The number of shares issued is dependent upon the achievement of specified performance targets. The performance period is three years and the payout determination is made at the end of the three-year performance period. Performance shares receive dividends earned during the vesting period upon vesting. The fair value of each grant issued is estimated on the date of grant based on the current market price of the stock. The total amount of compensation expense recognized reflects estimated forfeiture rates and management's assessment of the probability that performance goals will be achieved. A cumulative adjustment is recognized to compensation expense in the current period to reflect any changes in the probability of achievement of performance goals.
Cash flows resulting from tax deductions in excess of the cumulative compensation cost recognized for stock-based payment arrangements (excess tax benefits) are classified as operating cash inflows.
Employee Benefits
The Company accounts for its retirement income and retirement health care plans using actuarial methods. These methods use an attribution approach that generally spreads "plan events" over the service lives or expected lifetime (for frozen plans) of plan participants. Examples of plan events are plan amendments and changes in actuarial assumptions such as the expected return on plan assets, discount rate, rate of compensation increase and certain employee-related factors, such as retirement age and mortality. The principle underlying the attribution approach is that employees render service over their employment period on a relatively "smooth" basis and, therefore, the statements of earnings effects of retirement income and retirement health care plans are recognized in the same pattern. One of the principal assumptions used in the net periodic benefit cost calculation is the expected return on plan assets. The expected return on plan assets may result in recognized expense or income that differs from the actual returns of those plan assets in any given year. Over time, however, the goal is for the expected long-term returns to approximate the actual returns and, therefore, the expectation is that the pattern of income and expense recognition should closely match the pattern of the services provided by the participants. The Company uses a market-related value method for calculating plan assets for purposes of determining the amortization of actuarial gains and losses. The differences between actual and expected returns are recognized in the net periodic benefit cost calculation over the average remaining service period or expected lifetime (for frozen plans) of the plan participants using the corridor approach. Under this
| The Clorox Company 2024 Proxy Statement >Appendix A | A-31 | |
approach, only actuarial gains (losses) that exceed 5% of the greater of the projected benefit obligation or the market-related value of assets are amortized to the Company's net periodic benefit cost. In developing its expected return on plan assets, the Company considers the long-term actual returns relative to the mix of investments that comprise its plan assets and also develops estimates of future investment returns by considering external sources.
The Company recognizes an actuarial-based obligation at the onset of disability for certain benefits provided to individuals after employment, but before retirement, that includes medical, dental, vision, life and other benefits.
Environmental Costs
The Company is involved in certain environmental remediation and ongoing compliance activities. Accruals for environmental matters are recorded on a site-by-site basis when it is probable that a liability has been incurred and based upon a reasonable estimate of the liability. The Company's accruals reflect the anticipated participation of other potentially responsible parties in those instances where it is probable that such parties are legally responsible and financially capable of paying their respective shares of the relevant costs. These accruals are adjusted periodically as assessment and remediation efforts progress or as additional technical or legal information becomes available. Actual costs to be incurred at identified sites in future periods may vary from the estimates, given the inherent uncertainties in evaluating environmental conditions. The accrual for environmental matters is included in Accounts payable and accrued liabilities and Other liabilities in the Company's consolidated balance sheets on an undiscounted basis due to uncertainty regarding the timing of future payments.
Revenue Recognition
The Company's revenue is primarily generated from the sale of finished product to customers. Revenue is recognized at the point in time when performance obligations under the terms of customer contracts are satisfied, which is when ownership, risks and rewards transfer, and can be on the date of shipment or the date of receipt by the customer, depending upon the particular customer arrangement. Shipping and handling activities are accounted for as contract fulfillment costs and included within Cost of products sold. After the completion of the performance obligation, there is an unconditional right to consideration as outlined in the contract. A right is considered unconditional if nothing other than the passage of time is required before payment of that consideration is due. The Company typically collects its customer receivables within two months. All performance obligations under the terms of contracts with customers have an original duration of one year or less.
The Company has trade promotion programs, which primarily include shelf price reductions, in-store merchandising and consumer coupons. The costs of such activities, defined as variable consideration under Accounting Standards Codification 606, "Revenue from Contracts with Customers," are netted against sales and recorded when the related sales take place. Accruals for trade promotion programs are
established based on the Company's best estimate of the amounts necessary to settle existing and future obligations for products sold as of the balance sheet date. Amounts accrued for trade promotions are based on various factors such as contractual terms and sales volumes, and also incorporate estimates that include customer participation rates, the rate at which customers will achieve program performance criteria, product availability and historical consumer redemption rates.
The Company provides an allowance for doubtful accounts based on its historical experience and ongoing assessment of its customers' credit risk and aging. Customer receivables are presented net of an allowance for doubtful accounts of $5 and $3 as of June 30, 2024 and 2023, respectively. Receivables, net, include non-customer receivables of $39 and $14 as of June 30, 2024 and 2023, respectively, and related allowance of $3 as of both June 30, 2024 and 2023.
Cost of Products Sold
Cost of products sold represents the costs directly related to the manufacture and distribution of the Company's products and primarily includes raw materials, packaging, contract manufacturing fees, shipping and handling, warehousing, package design, depreciation, amortization, direct and indirect labor and operating costs for the Company's manufacturing and distribution facilities, including salary, benefit costs and incentive compensation, and royalties and other charges related to the Company's Glad Venture Agreement (See Note 11).
Costs associated with developing and designing new packaging, including design, artwork, films and labeling, are expensed as incurred and included within Cost of products sold.
Selling and Administrative Expenses
Selling and administrative expenses represent costs incurred by the Company in generating revenues and managing the business and include market research, commissions and certain administrative expenses. Administrative expenses include salary, benefits, incentive compensation, professional fees and services and other operating costs (such as software and licensing costs) associated with the Company's non-manufacturing, non-research and development operations.
Advertising and Research and Development Costs
The Company expenses advertising and research and development costs in the period incurred.
Income Taxes
The Company uses the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the anticipated future tax consequences attributable to differences between financial statement amounts and their respective tax basis. Management reviews the Company's deferred tax assets to determine whether their value can be realized based upon available evidence. A valuation allowance is established when management
| The Clorox Company 2024 Proxy Statement >Appendix A | A-32 | |
believes that it is more likely than not that some portion of its deferred tax assets will not be realized. Changes invaluation allowances from period to period are included in the Company's income tax provision in the period of change. In addition to valuation allowances, the Company provides for uncertain tax positions when such tax positions do not meet certain recognition thresholds or measurement standards. Amounts for uncertain tax positions are adjusted in quarters when new information becomes available or when positions are effectively settled.
Per U.S. GAAP, foreign withholding taxes are provided on unremitted foreign earnings that are not indefinitely reinvested at the time the earnings are generated. The Company regularly reviews and assesses whether there are any changes to its indefinite reinvestment assertion and determined that none of the undistributed earnings of its foreign subsidiaries are indefinitely reinvested. As a result, the Company is providing foreign withholding taxes on the undistributed earnings of all foreign subsidiaries where applicable.
The Company accounts for the tax on global intangible low-taxed income (GILTI) as a period cost.
Foreign Currency Transactions and Translation
Local currencies are the functional currencies for substantially all of the Company's foreign operations. When the transactional currency is different than the functional currency, transaction gains and losses are included as a component of Other (income) expense, net. In addition, certain assets and liabilities denominated in currencies other than a foreign subsidiary's functional currency are reported on the subsidiary's books in its functional currency, with the impact from exchange rate differences recorded in Other (income) expense, net. Assets and liabilities of foreign operations are translated into U.S. dollars using the exchange rates in effect at the balance sheet date, while income and expenses are translated at the respective average monthly exchange rates during the year.
Gains and losses on foreign currency translations are reported as a component of Other comprehensive (loss) income. The income tax effect of currency translation adjustments is recorded as a component of deferred taxes with an offset to Other comprehensive (loss) income where appropriate.
Effective July 1, 2018, under the requirements of U.S. GAAP, Argentina was designated as a highly inflationary economy, since it has experienced cumulative inflation of approximately 100 percent or more over a three-year period. As a result, beginning July 1, 2018, the U.S. dollar replaced the Argentine peso as the functional currency of the Company's subsidiaries in Argentina (collectively, "Clorox Argentina"). Consequently, gains and losses from non-U.S. dollar denominated monetary
assets and liabilities for Clorox Argentina prior to divestment were recognized in Other (income) expense, net in the consolidated statements of earnings.
Derivative Instruments
The Company's use of derivative instruments, principally exchange-traded futures and options contracts, and over-the counter swaps and forward contracts, is limited to non-trading purposes and is designed to partially manage exposure to changes in commodity prices, foreign currencies and interest rates. The Company's contracts are hedges for transactions with notional amounts and periods consistent with the related exposures and do not constitute investments independent of these exposures.
The changes in the fair value (i.e., gains or losses) of a derivative instrument are recorded as either assets or liabilities in the consolidated balance sheets with an offset to Net earnings or Other comprehensive (loss) income depending on whether, for accounting purposes, it has been designated and qualifies as an accounting hedge and, if so, on the type of hedging relationship. The criteria used to determine if hedge accounting treatment is appropriate are: (a) formal designation and documentation of the hedging relationship, the risk management objective and hedging strategy at hedge inception; (b) eligibility of hedged items, transactions and corresponding hedging instrument; and (c) effectiveness of the hedging relationship both at inception of the hedge and on an ongoing basis in achieving the hedging objectives. For those derivative instruments designated and qualifying as hedging instruments, the Company must designate the hedging instrument either as a fair value hedge or as a cash flow hedge. The Company designates its commodity futures, options and swaps contracts for forecasted purchases of raw materials, foreign currency forward contracts for forecasted purchases of inventory and interest rate contracts for forecasted interest payments as cash flow hedges. During the fiscal years ended June 30, 2024, 2023 and 2022, the Company had no hedging instruments designated as fair value hedges.
For derivative instruments designated and qualifying as cash flow hedges, gains or losses are reported as a component of Other comprehensive (loss) income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. From time to time, the Company may have contracts not designated as hedges for accounting purposes, for which it recognizes changes in the fair value in the consolidated statements of earnings in the current period. Cash flows from hedging activities are classified as operating activities in the consolidated statements of cash flows.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-33 | |
Recently Issued Accounting Standards
Recently Issued Accounting Standards Not Yet Adopted
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures." These amendments primarily require enhanced disclosures and disaggregation of income tax information by jurisdiction in the annual income tax reconciliation and quantitative and qualitative disclosures regarding income taxes paid. These amendments are to be applied prospectively, with the option to apply the standard retrospectively, for annual periods beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company's disclosures.
In November 2023, the FASB issued ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." These amendments primarily require enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. The ASU also requires all annual disclosures currently required by Topic 280 to be included in interim periods. These amendments are to be applied retrospectively for all periods presented in the financial statements and are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this guidance will have on the Company's disclosures.
Recently Adopted Accounting Standards
In September 2022, the FASB issued ASU No. 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations." These amendments require disclosure of the key terms of outstanding supplier finance programs and a rollforward of the related obligations. These amendments are effective for fiscal years beginning after December 15, 2022, except for the amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. The Company adopted the standard as of July 1, 2023. The adoption relates to disclosures only and does not have an impact on the consolidated financial statements, results of operations, or cash flows.
NOTE 2. DIVESTITURE OF ARGENTINA BUSINESS
On March 20, 2024, the Company completed the sale of its Argentina business, which consisted of two production plants in Argentina as well as the rights to the Company's brands in Argentina, Uruguay and Paraguay, to Apex Capital and an investment group. The transaction is in support of the Company's IGNITE strategy and the commitment to evolve the Company's portfolio to increase focus on its core business to drive more consistent, profitable growth.
The transaction was executed pursuant to a stock purchase agreement, which covered all the outstanding stock of the Clorox Argentina S.A. and Clorox Uruguay S.A. As a result of the transaction, the Company recorded a pre-tax loss of $240 during the third quarter of fiscal year 2024, primarily due to the one-time noncash impact of the release of the cumulative translation adjustment losses of $223 related to these entities that had previously been recorded in Accumulated other comprehensive net (loss) income.
The major classes of assets and liabilities of the Argentina business divested as of March 20, 2024 were as follows:
| Divestiture | |
| Working capital, net | $ 31 |
| Property, plant and equipment, net | 18 |
| Goodwill(1) | 16 |
| Other assets | 3 |
| Other liabilities | (3) |
| Net assets divested | $ 65 |
| (1) | Goodwill corresponding to the International reportable segment. |
The following table presents net sales of the Argentina business, which includes the financial results up to March 20, 2024, the date of sale, for fiscal years ended:
| 2024 | 2023 | |
| Net sales | $ 123 | $ 172 |
The divestiture of the Company's Argentina business does not meet the criteria to be reported as discontinued operations in the consolidated financial statements as the Company's decision to divest this business did not represent a strategic shift that will have a major effect on the Company's operations and financial results.
NOTE 3. CYBERATTACK
On Monday, August 14, 2023, the Company disclosed it had identified unauthorized activity on some of its Information Technology (IT) systems. That activity began on Friday, August 11, 2023 and after becoming aware of it that evening, the Company immediately began taking steps to stop and remediate the activity. The Company also took certain systems offline and engaged third-party cybersecurity experts to support its investigation and recovery efforts. The Company implemented its business continuity plans, including manual ordering and processing procedures at a reduced rate of operations in order to continue servicing its customers. However, the incident resulted in wide-scale disruptions to the Company's business operations throughout the remainder of the quarter ended September 30, 2023.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-34 | |
The impacts of these system disruptions included order processing delays and significant product outages, resulting in a negative impact on net sales and earnings. The Company has since transitioned back to automated order processing. The Company experienced lessening operational impacts in the second quarter and has since returned to normalized operations.
The Company incurred incremental costs, net of insurance recoveries, of approximately $29 in fiscal year 2024 as a result of the cyberattack. The Company recognized insurance recoveries of $30 in the fourth quarter of fiscal year 2024. The following table summarizes the recognition of costs, net of insurance recoveries, as reflected in the consolidated statements of earnings and comprehensive income for the fiscal year ended June 30:| 2024 | |
| Costs of products sold | $ 17 |
| Selling and administrative expenses | 12 |
| Total | $ 29 |
The costs incurred relate primarily to third-party consulting services, including IT recovery and forensic experts and other professional services incurred to investigate and remediate the attack, as well as incremental operating costs incurred from the resulting disruption to the Company's business operations. The Company does not expect to incur significant costs related to the cyberattack in future periods. The timing of recognizing further insurance recoveries may differ from the timing of recognizing the associated expenses.
NOTE 4. SUPPLY CHAIN FINANCING PROGRAM
The Company has arranged for a global financial institution to offer a voluntary supply chain finance (SCF) program for the benefit of the Company's suppliers. The Company's current payment terms do not exceed 120 days in keeping with industry standards. The SCF program enables suppliers to directly contract with the financial institution to receive payment from the financial institution prior to the payment terms between the Company and the supplier by selling the Company's payables to the financial institution. Participation in the program is at the sole discretion of the supplier and the Company has no economic interest in a supplier's decision to enter into the agreement and has no direct financial relationship with the financial institution, as it relates to the SCF program. Once a supplier elects to participate in the SCF program and reaches an agreement with the financial institution, the supplier elects which individual Company invoices to sell to the financial institution. The terms of the Company's payment obligations are not impacted by a supplier's participation in the program and as such, the SCF program has no direct impact on the Company's balance sheets, cash flows or liquidity. The Company has not pledged any assets as security or provided guarantees under the SCF program.
All outstanding amounts related to suppliers participating in the SCF program are recorded within Accounts payable and accrued liabilities in the consolidated balance sheets and the associated June 30, 2024 and 2023, the amount due to suppliers participating in the SCF program and included in Accounts payable and accrued liabilities was $205 and $220, respectively.
NOTE 5. RESTRUCTURING AND RELATED COSTS
Beginning in the first quarter of fiscal year 2023, the Company recognized costs related to a plan that involves streamlining its operating model to meet its objectives of driving growth and productivity. The streamlined operating model is expected to enhance the Company's ability to respond more quickly to changing consumer behaviors and innovate faster. The implementation of this new model was completed in fiscal year 2024.
The Company incurred $32 and $60 of costs in fiscal year 2024 and 2023, respectively. Costs incurred are expected to be settled primarily in cash.
The total restructuring and related implementation costs, net associated with the Company's streamlined operating model plan as reflected in the consolidated statements of earnings and comprehensive income for the fiscal years ended June 30 were:
| 2024 | 2023 | |
| Costs of products sold | $ - | $ (3) |
| Selling and administrative expenses | 16 | 12 |
| Research and development | - | (1) |
| Other (income) expense, net: | ||
| Employee-related costs | 10 | 52 |
| Asset impairments | 6 | - |
| Total Other (income) expense, net: | 16 | 52 |
| Total, net | $ 32 | $ 60 |
Employee-related costs primarily include severance and other termination benefits calculated based on salary levels, prior service and statutory requirements. Other costs primarily include consulting fees incurred for the organizational design and implementation of the streamlined operating model, related processes and other professional fees incurred.
The Company may, from time to time, decide to pursue additional restructuring-related initiatives that involve costs in future periods.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-35 | |
The following table reconciles the accrual for the streamlined operating model restructuring and related implementation costs discussed above, which are recorded within Accounts payable and accrued liabilities in the consolidated balance sheets as follows for the fiscal years ended June 30:
|
Employee- Related Costs |
Other | Total | |
| Accrual Balance as of June 30, 2023 | $ 23 | $ 5 | $ 28 |
| Charges | 10 | 19 | 29 |
| Cash payments | (25) | (13) | (38) |
| Accrual Balance as of June 30, 2024 | $ 8 | $ 11 | $ 19 |
NOTE 6. INVENTORIES, NET
Inventories, net consisted of the following as of June 30:
| 2024 | 2023 | |
| Finished goods | $ 556 | $ 595 |
| Raw materials and packaging | 172 | 182 |
| Work in process | 9 | 8 |
| LIFO allowances | (98) | (87) |
| Total inventories, net | 639 | 698 |
| Non-current inventories, net(1) | 2 | 2 |
| Total current inventories, net | $ 637 | $ 696 |
| (1) | Non-current inventories, net is recorded in Other assets. |
The LIFO method was used to value approximately 36% of inventories as of June 30, 2024 and 2023, respectively. The carrying values for all other inventories are determined on
the FIFO method. The effect on earnings of the liquidation of LIFO layers was insignificant for each of the fiscal years ended June 30, 2024, 2023 and 2022.
NOTE 7. PROPERTY, PLANT AND EQUIPMENT, NET
The components of property, plant and equipment, net, consisted of the following as of June 30:
| 2024 | 2023 | |
| Land and improvements | $ 174 | $ 168 |
| Buildings | 816 | 810 |
| Machinery and equipment | 2,398 | 2,355 |
| Capitalized software costs | 413 | 400 |
| Computer equipment | 137 | 131 |
| Construction in progress | 198 | 186 |
| Total | 4,136 | 4,050 |
| Less: Accumulated depreciation and amortization | (2,821) | (2,705) |
| Property, plant and equipment, net | $ 1,315 | $ 1,345 |
Depreciation and amortization expense related to property, plant and equipment, net, was $206, $206 and $193 in fiscal years 2024, 2023 and 2022, respectively, of which $10, $10 and $8 were related to amortization of capitalized software, respectively.
Noncash capital expenditures were $5, $9 and $6 for fiscal years, 2024, 2023 and 2022, respectively. There were no significant asset retirement obligations recorded and included in Buildings above for both fiscal years 2024 and 2023.
NOTE 8. GOODWILL, TRADEMARKS AND OTHER INTANGIBLE ASSETS
The changes in the carrying amount of goodwill by reportable segment and Corporate and Other for the fiscal years ended June 30, 2024 and 2023 were as follows:
| Goodwill | ||||||
|
Health and Wellness |
Household | Lifestyle | International |
Corporate and Other(1) |
Total | |
| Balance as of June 30, 2022 | $ 323 | $ 85 | $ 244 | $ 600 | $ 306 | $ 1,558 |
| Goodwill impairment | - | - | - | - | (306) | (306) |
| Balance as of June 30, 2023 | $ 323 | $ 85 | $ 244 | $ 600 | $ - | $ 1,252 |
| Divestiture(2) | - | - | - | (16) | - | (16) |
| Effect of foreign currency translation | (8) | - | (8) | |||
| Balance as of June 30, 2024 | $ 323 | $ 85 | $ 244 | $ 576 | $ - | $ 1,228 |
| (1) | Reflects goodwill related to the Better Health VMS reporting unit, which was previously included within the Health and Wellness reportable segment prior to the segment changes effective in the fourth quarter of fiscal year 2023. |
| (2) | Reflects goodwill related to the divestiture of the Argentina business. See Note 2 for additional information. |
| The Clorox Company 2024 Proxy Statement >Appendix A | A-36 | |
The changes in the carrying amount of trademarks and other intangible assets for the fiscal years ended June 30, 2024 and 2023 were as follows:
| As of June 30, 2024 | As of June 30, 2023 | |||||
|
Gross carrying amount |
Accumulated amortization/ Impairments |
Net carrying amount |
Gross carrying amount |
Accumulated amortization/ Impairments |
Net carrying amount |
|
| Trademarks with indefinite lives(1) | $ 493 | $ - | $ 493 | $ 494 | $ - | $ 494 |
| Trademarks with finite lives(1) | 83 | 38 | 45 | 89 | 40 | 49 |
| Other intangible assets with finite lives | 578 | 435 | 143 | 579 | 410 | 169 |
| Total | $ 1,154 | $ 473 | $ 681 | $ 1,162 | $ 450 | $ 712 |
| (1) | As of June 30, 2023 reflects changes to the useful lives of certain Better Health VMS and International indefinite-lived trademarks to finite-lived effective April 1, 2023. |
Amortization expense relating to the Company's intangible assets was $29, $30 and $31 for the years ended June 30, 2024, 2023 and 2022, respectively. Estimated amortization expense for these intangible assets is $28, $28, $29, $28 and $11 for fiscal years 2025, 2026, 2027, 2028 and 2029, respectively.
Fiscal Year 2023 Impairments
During the third quarter of fiscal year 2023, management made a decision to narrow the focus on core brands and streamline investment levels in the Better Health VMS business. As a result, revisions were made to the internal financial projections and operational plans of the Better Health VMS business reflecting the Company's current estimates regarding the future financial performance of these operations and macroeconomic factors. The revised estimated future cash flows reflected lower sales growth expectations and lower investment levels. These revisions were considered a triggering event requiring interim impairment assessments to be performed as part of the preparation of the quarterly financial statements on the global indefinite-lived trademarks, other long-term assets and the Better Health VMS reporting unit.
Based on the outcome of these assessments, the following pre-tax, noncash impairment charges were recorded during fiscal year 2023:
| Impairment Charges | |||
|
Better Health VMS reporting unit |
International reporting unit |
Total | |
| Goodwill | $ 306 | $ - | $ 306 |
| Trademarks, net | 127 | 12 | 139 |
| Total | $ 433 | $ 12 | $ 445 |
In connection with recognizing these impairment charges, the Company recognized tax benefits related to the impairments of $83 due to the partial tax deductibility of these charges.
To determine the estimated fair values of the global indefinite- lived trademarks related to the Better Health VMS business, the Company used the DCF method under the relief from
royalty income approach. This approach requires significant judgments in determining the royalty rates and the assets' estimated cash flows as well as the appropriate discount rates applied to those cash flows to determine fair value. As a result of the interim impairment test, the Company concluded that the carrying value of the global indefinite-lived trademarks exceeded their estimated fair value, and recorded impairment charges of $139. In addition, the useful lives of the impaired trademarks, with a remaining net carrying value of $28 as of March 31, 2023, were changed from indefinite to finite beginning on April 1, 2023, which reflects the remaining expected useful lives of the trademarks based on the most recent financial and operational plans. The weighted-average estimated useful life of these trademarks is 20 years.
After adjusting the carrying values of the global indefinite-lived trademarks and concluding that the carrying amounts of the other long-lived assets were recoverable, the Company completed a quantitative impairment test for goodwill and recorded a goodwill impairment charge of $306 in the Better Health VMS reporting unit. To determine the fair value of the Better Health VMS reporting unit, the Company used a DCF method under the income approach. In accordance with this approach, the Company estimated the future cash flows of the Better Health VMS reporting unit and discounted these cash flows at a rate of return that reflects its relative risk. The other key estimates and factors used in the DCF method include, but are not limited to, net sales and expense growth rates and a terminal growth rate. The decrease in projected cash flows due to the revisions adversely impacted key assumptions used in determining the fair value of the Better Health VMS reporting unit and assets contained therein, primarily projected net sales. There is no remaining goodwill associated with the impaired reporting unit.
No other significant impairments were identified as a result of the Company's impairment reviews during fiscal years 2024, 2023 and 2022.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-37 | |
NOTE 9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consisted of the following as of June 30:
| 2024 | 2023 | |
| Accounts payable | $ 950 | $ 1,021 |
| Compensation and employee benefit costs | 190 | 262 |
| Trade and sales promotion costs | 156 | 157 |
| Dividends | 25 | 23 |
| Other | 165 | 196 |
| Total | $ 1,486 | $ 1,659 |
NOTE 10. DEBT
Short-term borrowings
Notes and loans payable are borrowings that mature in less than one year, primarily consisting of U.S. commercial paper issued by the Company and borrowings under the Company's revolving credit agreements. Notes and loans payable were $4 and $50 as of June 30, 2024 and 2023, respectively.
The weighted average interest rates incurred on average outstanding notes and loans payable during the fiscal years ended June 30, 2024, 2023 and 2022, including fees associated with the Company's revolving credit agreements, were 4.77%, 3.48% and 0.54% respectively.
Long-term borrowings
Long-term debt, carried at face value net of unamortized discounts, premiums and debt issuance costs, included the following as of June 30:
| 2024 | 2023 | |
| Senior unsecured notes and debentures: | ||
| 3.10%, $400 due October 2027 | $ 399 | $ 398 |
| 3.90%, $500 due May 2028 | 498 | 497 |
| 4.40%, $500 due May 2029 | 495 | 495 |
| 1.80%, $500 due May 2030 | 495 | 494 |
| 4.60%, $600 due May 2032 | 594 | 593 |
| Total | 2,481 | 2,477 |
| Less: Current maturities of long-term debt | - | - |
| Long-term debt | $ 2,481 | $ 2,477 |
that carry an effective rate of 3.25% (May 2032 senior notes), which includes the impact from the settlement of interest rate contracts in May 2022. The notes rank equally with all of the Company's existing senior indebtedness. Proceeds from the senior notes were used to redeem prior to maturity $600 of senior notes with an annual fixed interest rate of 3.05% due in September 2022 and $500 of senior notes with an annual fixed interest rate of 3.50% due in December 2024, which were redeemed in June 2022 prior to their maturities, and for general corporate purposes. In connection with the redemption prior to maturity of the $500 of senior notes due in December 2024, the Company recorded a loss on the early extinguishment of debt of $13, which is included in Interest expense in the Consolidated Statements of Earnings, representing the difference paid in cash between the redemption price and the carrying amount of the debt extinguished of $5 and the accelerated amortization of losses on settlement of interest rate contracts and issuance costs associated with the debt extinguished of $8.
In November 2021, $300 of the Company's senior notes with annual fixed interest rate of 3.80% became due and were repaid using commercial paper borrowings.
The weighted average interest rates incurred on average outstanding long-term debt during the fiscal years ended June 30, 2024, 2023 and 2022, were 3.25%, 3.25% and 3.25%, respectively. The weighted average effective interest rates on long-term debt balances as of both June 30, 2024 and 2023 were 3.25% and 3.25%, respectively.
Long-term debt maturities as of June 30, 2024, were $0 in fiscal years 2025 through 2027, $900 in fiscal year 2028, $500 in fiscal year 2029 and $1,100 thereafter.
Credit arrangements
As of June 30, 2023, the Company maintained a $1,200 revolving credit agreement (the Credit Agreement) that matures in March 2027. There were no borrowings under the Credit Agreement as of June 30, 2024 and June 30, 2023, respectively, and the Company believes that borrowings under the Credit Agreement will continue to be available for general corporate purposes. The Credit Agreement includes certain restrictive covenants and limitations consistent with the previous agreement, with which the Company was in compliance as of June 30, 2024 and June 30, 2023.
The Company's borrowing capacity under the revolving credit agreements and other financing arrangements as of June 30 was as follows:
| 2024 | 2023 | |
| Revolving credit facility | $ 1,200 | $ 1,200 |
| Foreign and other credit lines | 34 | 35 |
| Total | $ 1,234 | $ 1,235 |
Of the $34 of foreign and other credit lines as of June 30, 2024, $9 was outstanding and the remainder of $25 was available for borrowing. Of the $35 of foreign and other credit lines as of June 30, 2023, $5 was outstanding and the remainder of $30 was available for borrowing.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-38 | |
NOTE 11. OTHER LIABILITIES
Other liabilities consisted of the following as of June 30:
| 2024 | 2023 | |
| Venture Agreement terminal obligation, net | $ 510 | $ 495 |
| Employee benefit obligations | 263 | 259 |
| Taxes | 25 | 19 |
| Environmental liabilities | 24 | 24 |
| Other | 26 | 28 |
| Total | $ 848 | $ 825 |
Venture Agreement
The Company has an agreement with The Procter & Gamble Company (P&G) for the Company's Glad bags and wraps business. In connection with this agreement, P&G provides research and development (R&D) support to the Glad business. As of June 30, 2024 and 2023, P&G had a 20% interest in the venture. The Company pays a royalty to P&G for its interest in the profits, losses and cash flows, as contractually defined, of the Glad business, which is included in Cost of products sold. In December 2017, the Company and P&G extended the term of the agreement and the related R&D support provided by P&G. The term will expire in January 2026, unless the parties agree, on or prior to January 31, 2025, to further extend the term of the agreement for another seven years or agree to take some other relevant action. The agreement can be terminated under certain circumstances, including at P&G's option upon a change in control of the Company or, at either party's option, upon the sale of the Glad business by the Company.
Upon termination of the agreement, the Company is required to purchase P&G's 20% interest for cash at fair value as established by predetermined valuation procedures. As of June 30, 2024, the estimated fair value of P&G's interest in the venture was $531, of which $510 has been recognized and is reflected in Other liabilities as noted in the table above. The estimated fair value of P&G's interest in the venture was $527 as of June 30, 2023. The difference between the estimated fair value and the amount recognized, and any future changes in the fair value of P&G's interest, is charged to Cost of products sold in accordance with the effective interest method over the remaining life of the agreement. Following termination, the Glad business will retain the exclusive core intellectual property licenses contributed by P&G on a royalty-free basis for the licensed products marketed.
NOTE 12. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Financial Risk Management and Derivative Instruments
The Company is exposed to certain commodity, foreign currency and interest rate risks related to its ongoing business operations and uses derivative instruments to mitigate its exposure to these risks.
Commodity Price Risk Management
The Company may use commodity futures, options and swap contracts to limit the impact of price volatility on a portion of its forecasted raw material requirements. These commodity derivatives may be exchange traded or over-the-counter contracts and generally have original contractual maturities of less than 2 years. Commodity purchase and option contracts are measured at fair value using market quotations obtained from the Chicago Board of Trade commodity futures exchange and commodity derivative dealers.
As of June 30, 2024, the notional amount of commodity derivatives was $38, of which $27 related to soybean oil futures used for the food business and $11 related to jet fuel swaps used for the grilling business. As of June 30, 2023, the notional amount of commodity derivatives was $41, of which $29 related to soybean oil futures and $12 related to jet fuel swaps.
Foreign Currency Risk Management
The Company may also enter into certain over-the-counter derivative contracts to manage a portion of the Company's forecasted foreign currency exposure associated with the purchase of inventory. These foreign currency contracts generally have original contractual maturities of less than 2 years. The foreign exchange contracts are measured at fair value using information quoted by foreign exchange dealers.
The notional amounts of outstanding foreign currency forward contracts used by the Company's subsidiaries to hedge forecasted purchases of inventory were $29 and $51 as of June 30, 2024 and 2023, respectively.
Interest Rate Risk Management
The Company may enter into over-the-counter interest rate contracts to fix a portion of the benchmark interest rate prior to the anticipated issuance of fixed rate debt. These interest rate contracts generally have original contractual maturities of less than 3 years. The interest rate contracts are measured at fair value using information quoted by bond dealers.
The Company held no interest rate contracts as of both June 30, 2024 and 2023.
During fiscal year 2022, the Company entered into an additional $650 of interest rate contracts. All contracts represented interest rate swap lock agreements to manage the exposure to interest rate volatility associated with future interest payments on forecasted debt issuance, and were terminated in May 2022 upon issuance of $1,100 in senior notes (See Note 10). These contracts resulted in a $114 gain recorded in Other comprehensive (loss) income, comprised of $25 attributable to the May 2029 senior notes and $89 attributable to the May 2032 senior notes, which is being amortized into Interest expense in the consolidated statements of earnings over the 7-year and 10-year term of the notes.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-39 | |
Commodity, Foreign Exchange and Interest Rate Derivatives
The Company designates its commodity forward, futures and options contracts for forecasted purchases of raw materials, foreign currency forward contracts for forecasted purchases of inventory, and interest rate contracts for forecasted interest payments as cash flow hedges.
The effects of derivative instruments designated as hedging instruments on Other comprehensive (loss) income and Net earnings were as follows during the fiscal years ended June 30:
|
Gains (losses) recognized in Other comprehensive (loss) income |
|||
| 2024 | 2023 | 2022 | |
| Commodity purchase derivative contracts | $ (8) | $ (6) | $ 17 |
| Foreign exchange derivative contracts | - | - | 1 |
| Interest rate derivative contracts | - | - | 89 |
| Total | $ (8) | $ (6) | $ 107 |
|
Location of gains (losses) reclassified from Accumulated other comprehensive net (loss) income into Net earnings |
Gains (losses) reclassified from Accumulated other comprehensive net (loss) income and recognized in Net earnings |
|||
| 2024 | 2023 | 2022 | ||
| Commodity purchase derivative contracts | Cost of products sold | $ (6) | $ 5 | $ 23 |
| Foreign exchange derivative contracts | Cost of products sold | - | 1 | - |
| Interest rate derivative contracts | Interest expense | 13 | 13 | (9) |
| Total | $ 7 | $ 19 | $ 14 |
The estimated amount of the existing net gain (loss) in Accumulated other comprehensive net (loss) income as of June 30, 2024 that is expected to be reclassified into Net earnings within the next twelve months is $8.
Counterparty Risk Management and Derivative Contract Requirements
The Company utilizes a variety of financial institutions as counterparties for over-the-counter derivative instruments. The Company enters into agreements governing the use of over-the-counter derivative instruments and sets internal limits on the aggregate over-the-counter derivative instrument positions held with each counterparty. Certain terms of these agreements require the Company or the counterparty to post collateral when the fair value of the derivative instruments exceeds contractually defined counterparty liability position limits. Of the over-the-counter derivative instruments in liability positions, $0 and $1 contained such terms as of June 30, 2024 and 2023, respectively. As of both June 30, 2024 and 2023, neither the Company nor any counterparty was required to post any collateral as no counterparty liability position limits were exceeded.
Certain terms of the agreements governing the Company's over-the-counter derivative instruments require the Company's credit ratings, as assigned by Standard & Poor's and Moody's to the Company and its counterparties, to remain at a level equal to or better than the minimum of an investment grade credit rating. If the Company's credit ratings were to fall below investment grade, the counterparties to the derivative instruments could request full collateralization on derivative instruments in net liability positions. As of both June 30, 2024 and 2023, the Company and each of its counterparties had been assigned investment grade ratings by both Standard & Poor's and Moody's.
Certain of the Company's exchange-traded futures and options contracts used for commodity price risk management include requirements for the Company to post collateral in the form of a cash margin account held by the Company's broker for trades conducted on that exchange. As of June 30, 2024 and 2023, the Company maintained required cash margin balances related to exchange-traded futures and options contracts of $3 and $0, respectively, which are classified as Prepaid expenses and other current assets on the consolidated balance sheets.
Trust Assets
The Company holds interests in mutual funds and cash equivalents as part of trust assets related to its nonqualified deferred compensation plans. The participants in the nonqualified deferred compensation plans, who are the Company's current and former employees, may select among certain mutual funds in which their compensation deferrals are invested in accordance with the terms of the plans and within the confines of the trusts, which hold the marketable securities. The trusts represent variable interest entities for which the Company is considered the primary beneficiary, and, therefore, trust assets are consolidated and included in Other assets in the consolidated balance sheets. The gains and losses on the trust assets are recorded in Other (income) expense, net in the consolidated statements of earnings. The interests in mutual funds are measured at fair value using quoted market prices. The Company has designated these marketable securities as trading investments.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-40 | |
As of June 30, 2024, the balance of the trust assets related to the Company's nonqualified deferred compensation plans increased by $25 as compared to June 30, 2023.
Fair Value of Financial Instruments
Financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets are required to be classified and disclosed in one of the following three categories of the fair value hierarchy:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs reflecting the reporting entity's own assumptions.
As of June 30, 2024 and 2023, the Company's financial assets and liabilities that were measured at fair value on a recurring basis during the period included derivative financial instruments, which were classified as either Level 1 or Level 2, and trust assets to fund the Company's nonqualified deferred compensation plans, which were classified as Level 1.
All of the Company's derivative instruments qualify for hedge accounting. The following table provides information about the balance sheet classification and the fair values of the Company's derivative instruments:
| 2024 | 2023 | |||||
| Balance Sheet Classification |
Fair Value Hierarchy Level |
Carrying Amount |
Estimated Fair Value |
Carrying Amount |
Estimated Fair Value |
|
| Assets | ||||||
| Commodity purchase options contracts | Prepaid expenses and other current assets | 1 | $- | $- | $ 2 | $ 2 |
| Commodity purchase swaps contracts | Prepaid expenses and other current assets | 2 | 1 | 1 | - | - |
| Foreign exchange forward contracts | Prepaid expenses and other current assets | 2 | - | - | - | - |
| $ 1 | $ 1 | $ 2 | $ 2 | |||
| Liabilities | ||||||
| Commodity purchase futures contracts | Accounts payable and accrued liabilities | 1 | $ 2 | $ 2 | $- | $- |
| Commodity purchase swaps contracts | Accounts payable and accrued liabilities | 2 | - | - | 1 | 1 |
| $ 2 | $ 2 | $ 1 | $ 1 |
The following table provides information about the balance sheet classification and the fair values of the Company's other assets and liabilities for which disclosure of fair value is required:
| 2024 | 2023 | |||||
| Balance sheet classification |
Fair Value Hierarchy Level |
Carrying Amount |
Estimated Fair Value |
Carrying Amount |
Estimated Fair Value |
|
| Assets | ||||||
| Interest-bearing investments, including money market funds | Cash and cash equivalents(1) | 1 | $ 95 | $ 95 | $ 243 | $ 243 |
| Time deposits | Cash and cash equivalents(1) | 2 | 9 | 9 | 9 | 9 |
| Trust assets for nonqualified deferred compensation plans | Other assets | 1 | 154 | 154 | 129 | 129 |
| $ 258 | $ 258 | $ 381 | $ 381 | |||
| Liabilities | ||||||
| Notes and loans payable | Notes and loans payable(2) | 2 | $ 4 | $ 4 | $ 50 | $ 50 |
| Long-term debt | Long-term debt(3) | 2 | 2,481 | 2,341 | 2,477 | 2,327 |
| $ 2,485 | $ 2,345 | $ 2,527 | $ 2,377 |
| (1) | Cash and cash equivalents are composed of time deposits and other interest-bearing investments, including money market funds with original maturity dates of 90 days or less. Cash and cash equivalents are recorded at cost, which approximates fair value. |
| The Clorox Company 2024 Proxy Statement >Appendix A | A-41 | |
| (2) | Notes and loans payable are composed of outstanding U.S. commercial paper balances and/or amounts drawn on the Company's credit agreements, all of which are recorded at cost, which approximates fair value. |
| (3) | Long-term debt is recorded at cost. The fair value of Long-term debt was determined using secondary market prices quoted by corporate bond dealers, and is classified as Level 2. |
Furthermore, impairment charges of $445 were record during fiscal year 2023, of which $306 and $139 related to goodwill and certain indefinite-lived trademarks, respectively. These adjustments were included as noncash charges in the consolidated statements of earnings. The nonrecurring fair values utilized included unobservable Level 3 inputs based on management's best estimates and assumptions. See Note 8 for additional information.
NOTE 13. OTHER CONTINGENCIES, GUARANTEES AND COMMITMENTS
Contingencies
The Company is involved in certain environmental matters, including response actions at various locations. The Company had recorded liabilities totaling $28 as of both June 30, 2024 and 2023 for its share of aggregate future remediation costs related to these matters.
One matter, which accounted for $12 of the recorded liability as of both June 30, 2024 and 2023 relates to environmental costs associated with one of the Company's former operations at a site located in Alameda County, California. In November 2016, at the request of regulators and with the assistance of environmental consultants, the Company submitted a Feasibility Study that evaluated various options for managing groundwater at the site and included estimates of the related costs. Following further discussions with the regulators in 2017, the Company recorded an undiscounted liability for costs estimated to be incurred over a 30-year period, based on one of the options in the Feasibility Study related to groundwater. In September 2021, as a result of an additional study and further discussions with regulators, the Company submitted a Soil Vapor Intrusion Report to the regulators. In January 2023, the regulators issued a new order directing the Company and the current property owner to conduct a Remedial Investigation and then prepare a Feasibility Study to evaluate and remediate impacts to soil, groundwater, soil vapor and indoor air. While the Company believes its latest estimates of remediation costs (including any related to soil, groundwater, soil vapor and indoor air impacts) are reasonable, the ultimate remediation requirements are not yet finalized and the regulators could require the Company to implement remediation actions for a longer period or take additional actions, which could include estimated undiscounted costs in the aggregate of up to approximately $28 over an estimated 30-year period, or require the Company to take different actions and incur additional costs.
Another matter in Dickinson County, Michigan, at the site of one of the Company's former operations for which the Company is jointly and severally liable, accounted for $10 of the recorded liability as of both June 30, 2024 and 2023. This amount reflects the Company's agreement to be liable for 24.3% of the aggregate remediation and associated costs for this matter pursuant to a cost-sharing agreement with a third party. If the third party is unable to pay its share of the response and remediation obligations, the Company may be responsible for such obligations. With the assistance of environmental consultants, the Company maintains an undiscounted liability representing its current best estimate of its share of the capital expenditures, maintenance and other costs that may be incurred over an estimated 30-year remediation period. Although it is reasonably possible that the Company's exposure may exceed the amount recorded for the Dickinson County matter, any amount of such additional exposures, or range of exposures, is not estimable at this time.
The Company's estimated losses related to these matters are sensitive to a variety of uncertain factors, including the efficacy of any remediation efforts, changes in any remediation requirements and the future availability of alternative clean-up technologies. The Company is subject to various legal proceedings, claims and other loss contingencies, including, without limitation, loss contingencies relating to contractual arrangements (including costs connected to the transition and unwinding of certain supply and manufacturing relationships), product liability, patents and trademarks, advertising, labor and employment, environmental, health and safety and other matters. With respect to these proceedings, claims and other loss contingencies, while considerable uncertainty exists, in the opinion of management at this time, the ultimate disposition of these matters, to the extent not previously provided for, will not have a material adverse effect, either individually or in the aggregate, on the Company's consolidated financial statements taken as a whole.
Guarantees
In conjunction with divestitures and other transactions, the Company may provide typical indemnifications (e.g., indemnifications for representations and warranties and retention of previously existing environmental, tax and employee liabilities) that have terms that vary in duration and in the potential amount of the total obligation and, in many circumstances, are not explicitly defined. The Company has not made, nor does it believe that it is probable that it will make, any material payments relating to its indemnifications, and believes that any reasonably possible payments would not have a material adverse effect, either individually or in the aggregate, on the Company's consolidated financial statements taken as a whole.
The Company had not recorded any material liabilities on the aforementioned guarantees as of both June 30, 2024 and 2023.
The Company was a party to letters of credit of $18 and $14 as of June 30, 2024 and 2023, respectively, primarily related to one of its insurance carriers, of which $0 had been drawn upon.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-42 | |
Commitments
The Company is a party to certain purchase obligations, which are defined as purchase agreements that are enforceable and legally binding and that contain specified or determinable significant terms, including quantity, price and the approximate timing of the transaction. For purchase obligations subject to variable price and/or quantity provisions, an estimate of the price and/or quantity must be made. Examples of the Company's purchase obligations include contracts to purchase raw materials, commitments to contract manufacturers, commitments for information technology and related services, advertising contracts, capital expenditure agreements, software acquisition and license commitments and service contracts. The Company enters into purchase obligations based on expectations of future business needs. Many of these purchase obligations are flexible to allow for changes in the Company's business and related requirements. As of June 30, 2024, the Company's purchase obligations by purchase date were approximately as follows:
| Year |
Purchase Obligations |
| 2025 | $ 181 |
| 2026 | 128 |
| 2027 | 81 |
| 2028 | 43 |
| 2029 | 27 |
| Thereafter | 45 |
| Total | $ 505 |
NOTE 14. LEASES
The Company leases various property, plant and equipment, including office, warehousing, manufacturing and research and development facilities and equipment. These leases have remaining lease terms of up to 33 years, inclusive of renewal or termination options that the Company is reasonably certain to exercise. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Supplemental balance sheet information related to the Company's leases as of June 30 was as follows:
| Balance sheet classification | 2024 | 2023 | |
| Operating leases | |||
| Right-of-use assets | Operating lease right-of-use assets | $ 360 | $ 346 |
| Current lease liabilities | Current operating lease liabilities | $ 84 | $ 87 |
| Non-current lease liabilities | Long-term operating lease liabilities | 334 | 310 |
| Total operating lease liabilities | $ 418 | $ 397 | |
| Finance leases | |||
| Right-of-use assets | Other assets | $ 33 | $ 29 |
| Current lease liabilities | Accounts payable and accrued liabilities | $ 13 | $ 9 |
| Non-current lease liabilities | Other liabilities | 21 | 21 |
| Total finance lease liabilities | $ 34 | $ 30 |
| The Clorox Company 2024 Proxy Statement >Appendix A | A-43 | |
Components of lease cost were as follows for the fiscal years ended June 30:
| 2024 | 2023 | |
| Operating lease cost | $ 97 | $ 89 |
| Finance lease cost: | ||
| Amortization of right-of-use assets | $ 11 | $ 9 |
| Interest on lease liabilities | 1 | 1 |
| Total finance lease cost | $ 12 | $ 10 |
| Variable lease cost | $ 94 | $ 87 |
| Short term lease cost | $ 3 | $ 4 |
Supplemental cash flow information and noncash activity related to the Company's leases were as follows during fiscal years ended June 30:
| 2024 | 2023 | |
| Cash paid for amounts included in the measurement of lease liabilities: | ||
| Operating cash flows from operating leases, net | $ 97 | $ 88 |
| Operating cash flows from finance leases | 1 | 1 |
| Financing cash flows from finance leases | 11 | 8 |
| Right-of-use assets obtained in exchange for lease obligations: | ||
| Operating leases | $ 113 | $ 84 |
| Finance leases | 17 | 21 |
Weighted-average remaining lease term and discount rate for the Company's leases were as follows as of fiscal year ended June 30:
| 2024 | |
| Weighted-average remaining lease term: | |
| Operating leases | 5 years |
| Finance leases | 3 years |
| Weighted-average discount rate: | |
| Operating leases | 3.6% |
| Finance leases | 5.1% |
Maturities of lease liabilities by fiscal year for the Company's leases as of June 30, 2024 were as follows:
| Year |
Operating leases |
Finance leases |
| 2025 | $ 97 | $ 14 |
| 2026 | 94 | 12 |
| 2027 | 84 | 7 |
| 2028 | 69 | 2 |
| 2029 | 56 | 1 |
| Thereafter | 61 | - |
| Total lease payments | $ 461 | $ 36 |
| Less: Imputed interest | 43 | 2 |
| Total lease liabilities | $ 418 | $ 34 |
Operating and finance lease payments presented in the table above exclude $2 and $3, respectively, of minimum lease payments signed but not yet commenced as of June 30, 2024.
On December 14, 2023, the Company completed an asset sale-leaseback transaction on a warehouse in Fairfield, California. The Company received proceeds of $19, net of selling costs. The asset had a carrying value of $3 and the transaction resulted in a $16 gain, which was recognized in Other (income) expense, net in the Health and Wellness segment. The leaseback is accounted for as an operating lease. The term of the lease is 8 years with options to extend the lease for two 5 year periods.
On May 25, 2022, the Company completed an asset sale-leaseback transaction on a plant in Ontario, Canada. The Company received proceeds of $16, net of selling costs. The asset had a carrying value of $2, and the transaction resulted in a $14 gain, which was recognized in Other (income) expense, net, in Corporate and Other. The leaseback is accounted for as an operating lease. The term of the lease at inception date is 10 years, with the option to terminate the lease at 7 years.
NOTE 15. STOCKHOLDERS' EQUITY
Dividends per share paid to Clorox stockholders during the fiscal years ended June 30 were as follows:
| 2024 | 2023 | 2022 | |
| Dividends per share paid | $ 4.80 | $ 4.72 | $ 4.64 |
On July 30, 2024, a cash dividend was declared in the amount of $1.22 per share payable on August 30, 2024 to common stockholders of record as of the close of business on August 14, 2024.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-44 | |
Accumulated Other Comprehensive Net (Loss) Income
Changes in Accumulated other comprehensive net (loss) income attributable to Clorox by component were as follows for the fiscal years ended June 30:
|
Foreign currency translation adjustments |
Net unrealized gains (losses) on derivatives |
Pension and postretirement benefit adjustments |
Accumulated other comprehensive net (loss) income |
|
| Balance June 30, 2021 | $ (403) | $ 21 | $ (164) | $ (546) |
| Other comprehensive (loss) income before reclassifications | (45) | 107 | 1 | 63 |
| Amounts reclassified from Accumulated other comprehensive net (loss) income | - | (14) | 15 | 1 |
| Income tax benefit (expense) | - | 7 | (4) | 3 |
| Net current period other comprehensive (loss) income | (45) | 100 | 12 | 67 |
| Balance June 30, 2022 | (448) | 121 | (152) | (479) |
| Other comprehensive (loss) income before reclassifications | 1 | (6) | 1 | (4) |
| Amounts reclassified from Accumulated other comprehensive net (loss) income | - | (19) | 6 | (13) |
| Income tax benefit (expense) | 2 | 3 | (2) | 3 |
| Net current period other comprehensive (loss) income | 3 | (22) | 5 | (14) |
| Balance June 30, 2023 | (445) | 99 | (147) | (493) |
| Other comprehensive (loss) income before reclassifications | (16) | (8) | 17 | (7) |
| Amounts reclassified from Accumulated other comprehensive net (loss) income(1)(2) | 223 | (7) | 174 | 390 |
| Income tax benefit (expense) | (1) | 1 | (45) | (45) |
| Net current period other comprehensive (loss) income | 206 | (14) | 146 | 338 |
| Balance June 30, 2024 | $ (239) | $ 85 | $ (1) | $ (155) |
| (1) | Includes the release of currency translation adjustment from the Argentina business divestiture. See Note 2 for additional details. |
| (2) | Includes recognition of pension settlement charge reclassified into Net earnings (losses). See Note 20 for additional details |
NOTE 16. NET EARNINGS PER SHARE (EPS)
The following is the reconciliation of the weighted average number of shares outstanding (in thousands) used to calculate basic net EPS to those used to calculate diluted net EPS for the fiscal years ended June 30:
| 2024 | 2023 | 2022 | |
| Basic | 124,174 | 123,589 | 123,113 |
| Dilutive effect of stock options and other | 630 | 592 | 793 |
| Diluted | 124,804 | 124,181 | 123,906 |
| Antidilutive stock options and other | 2,704 | 1,444 | 2,448 |
Basic net earnings per share and Diluted net earnings per share are calculated on Net earnings attributable to Clorox.
NOTE 17. STOCK-BASED COMPENSATION PLANS
In November 2021, the Company's stockholders voted to approve the amended and restated 2005 Stock Incentive Plan (the Plan). The Plan permits the Company to grant various nonqualified stock-based compensation awards, including stock options, restricted stock, performance shares, deferred stock units, stock appreciation rights and other stock-based awards. The Plan as amended and restated provides that the maximum number of shares which may be issued under the Plan will be 5 million common shares that may be issued for stock-based compensation purposes. As of June 30, 2024, the Company was authorized to grant up to approximately 5 million common shares, plus additional shares equal to shares that are potentially deliverable under an award that expires or are canceled, forfeited or settled without the delivery of shares, under the Plan. As of June 30, 2024, approximately 3 million common shares remained available for grant.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-45 | |
Compensation cost and the related income tax benefit recognized for stock-based compensation plans were classified as indicated below for the fiscal years ended June 30:
| 2024 | 2023 | 2022 | |
| Cost of products sold | $ 7 | $ 7 | $ 6 |
| Selling and administrative expenses | 63 | 61 | 42 |
| Research and development costs | 4 | 5 | 4 |
| Total compensation costs | $ 74 | $ 73 | $ 52 |
| Related income tax benefit | $ 18 | $ 17 | $ 12 |
Cash received during fiscal years 2024, 2023 and 2022 from stock options exercised under all stock-based payment arrangements was $23, $52 and $35, respectively. The Company issues shares for stock-based compensation plans from treasury stock. The Company may repurchase stock under its Evergreen Program to offset the estimated impact of dilution related to stock-based awards.
Details regarding the valuation and accounting for stock options, restricted stock awards, performance shares and deferred stock units for non-employee directors follow.
Stock Options
There were no stock option awards granted during the fiscal year 2024. The fair value of each stock option award granted during fiscal years 2023 and 2022 was estimated on the date of grant using the Black-Scholes valuation model and assumptions noted in the following table:
| 2023 | 2022 | |
| Expected life | 5.3 years | 5.4 years |
| Weighted-average expected life | 5.3 years | 5.4 years |
| Expected volatility | 24.2% | 21.7% to 25.0% |
| Weighted-average volatility | 24.2% | 21.8% |
| Risk-free interest rate | 3.7% | 0.9% to 2.1% |
| Weighted-average risk-free interest rate | 3.7% | 0.9% |
| Dividend yield | 3.4% | 2.9% to 3.7% |
| Weighted-average dividend yield | 3.4% | 2.9% |
The expected life of the stock options is based on historical exercise patterns. The expected volatility is based on implied volatility from publicly traded options on the Company's stock at the date of grant, historical implied volatility of the Company's publicly traded options and other factors. The risk-free interest rate is based on the implied yield on a U.S. Treasury zero-coupon issue with a remaining term equal to the expected term of the option. The dividend yield is based on the projected annual dividend payment per share, divided by the stock price at the date of grant.
Details of the Company's stock option activities are summarized below:
|
Number of Shares (In thousands) |
Weighted- Average Exercise Price per Share |
Average Remaining Contractual Life |
Aggregate Intrinsic Value |
|
| Options outstanding as of June 30, 2023 | 4,075 | $147 | 5 years | $ 69 |
| Granted | - | |||
| Exercised | (234) | 104 | ||
| Canceled | (51) | 170 | ||
| Options outstanding as of June 30, 2024 | 3,790 | $150 | 4 years | $ 16 |
| Options vested as of June 30, 2024 | 3,052 | $148 | 4 years | $ 16 |
The weighted-average fair value per share of each option granted during fiscal years 2023 and 2022, estimated at the grant date using the Black-Scholes option pricing model, was $26.95 and $22.26, respectively. The total intrinsic value of options exercised in fiscal years 2024, 2023 and 2022 was $12, $27 and $18, respectively.
Stock option awards outstanding as of June 30, 2024, have been granted at prices that are equal to the market value of the stock on the date of grant. Stock option grants generally vest over 4 years and expire no later than 10 years after the grant date. The Company recognizes compensation expense on a straight-line basis over the vesting period. Awards to employees eligible for retirement prior to
| The Clorox Company 2024 Proxy Statement >Appendix A | A-46 | |
the award becoming full vested are amortized to compensation expense from the grant date through the date that the employee is no longer required to provide service to earn the award. As of June 30, 2024, there was $5 of total unrecognized compensation cost related to non-vested options, which is expected to be recognized over a remaining weighted-average vesting period of 2 years, subject to forfeiture changes.
Restricted Stock Awards
The fair value of restricted stock awards is estimated on the date of grant based on the market price of the stock and is amortized to compensation expense on a straight-line basis over the related vesting periods, which are generally 3 to 4 years. Awards to employees eligible for retirement prior to the award becoming fully vested are amortized to compensation expense from the grant date through the date that the employee is no longer required to provide service to earn the award. The total number of restricted stock awards expected to vest is adjusted by actual and estimated forfeitures. Restricted stock awards receive dividend distributions earned during the vesting period upon vesting.
As of June 30, 2024, there was $41 of total unrecognized compensation cost related to non-vested restricted stock awards, which is expected to be recognized over a remaining weighted-average vesting period of 2 years. The total fair value of the shares that vested in each of the fiscal years 2024, 2023 and 2022 was $28, $22 and $20, respectively. The weighted-average grant-date fair value of awards granted was $138.51, $143.20 and $157.50 per share for fiscal years 2024, 2023 and 2022, respectively.
A summary of the status of the Company's restricted stock awards is presented below:
|
Number of Shares (In thousands) |
Weighted- Average Grant Date Fair Value per Share |
|
| Restricted stock awards as of June 30, 2023 | 544 | $155 |
| Granted | 405 | 139 |
| Vested | (173) | 162 |
| Forfeited | (55) | 142 |
| Restricted stock awards as of June 30, 2024 | 721 | $145 |
Performance Shares
The fair value of performance shares is estimated on the date of grant based on the market price of the stock and is amortized to compensation expense on a straight line basis over the related vesting periods, which are generally 3 years. Awards to employees eligible for retirement prior to the award becoming fully vested are amortized to compensation expense from the grant date through the date that the employee is no longer required to provide service to earn the award.
As of June 30, 2024, there was $15 in unrecognized compensation cost related to non-vested performance shares that is expected to be recognized over a remaining weighted-average performance period of 1 year. The weighted-average grant-date fair value of awards granted was $140.39, $141.90 and $162.46 per share for fiscal years 2024, 2023 and 2022, respectively.
A summary of the status of the Company's performance share awards is presented below:
|
Number of Shares (In thousands) |
Weighted- Average Grant Date Fair Value per Share |
|
| Performance share awards as of June 30, 2023 | 368 | $ 158 |
| Granted | 176 | $ 140 |
| Distributed | (39) | $ 189 |
| Forfeited | (22) | $ 177 |
| Performance share awards as of June 30, 2024 | 483 | $ 148 |
| Performance shares vested and deferred as of June 30, 2024 | 83 | $ 164 |
The non-vested performance shares outstanding as of June 30, 2024 and 2023 were 400,000 and 306,000, respectively, and the weighted average grant date fair value was $145.06 and $162.77 per share, respectively. During fiscal year 2024, 58,000 shares vested. The total fair value of shares vested was $12, $12 and $11 during fiscal years 2024, 2023 and 2022, respectively. Upon vesting, the recipients of the grants receive the distribution as shares or, if previously elected by eligible recipients, as deferred stock. Deferred shares continue to earn dividends, which are also deferred.
Deferred Stock Units for Nonemployee Directors
Nonemployee directors receive annual grants of deferred stock units under the Company's director compensation program and can elect to receive all or a portion of their annual retainers and fees in the form of deferred stock units. The deferred stock units receive dividend distributions, which are reinvested as deferred stock units, and are recognized at their fair value on the date of grant. Each deferred stock unit represents the right to receive one share of the Company's common stock following the completion of a director's service.
During fiscal year 2024, the Company granted 19,000 deferred stock units, reinvested dividends of 4,000 units and distributed 24,000 shares, which had a weighted-average fair value on the grant date of $141.85, $145.15 and $89.91 per share, respectively. As of June 30, 2024, 127,000 units were outstanding, which had a weighted-average fair value on the grant date of $140.22 per share.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-47 | |
NOTE 18. OTHER (INCOME) EXPENSE, NET
The major components of Other (income) expense, net, for the fiscal years ended June 30 were:
| 2024 | 2023 | 2022 | |
| Amortization of trademarks and other intangible assets | $ 29 | $ 30 | $ 31 |
| Trust investment (gains) losses, net | (20) | (14) | 21 |
| Net periodic benefit cost | 14 | 16 | 16 |
| Foreign exchange transaction (gains) losses, net(1) | 25 | 13 | 3 |
| Income from equity investees | (5) | (4) | (6) |
| Interest income | (23) | (16) | (5) |
| Restructuring costs(2) | 16 | 52 | - |
| Gain on sale-leaseback transaction | (16) | - | (14) |
| Other | 4 | 3 | (9) |
| Total | $ 24 | $ 80 | $ 37 |
| (1) | Foreign exchange losses are primarily related to the Company's operations in Argentina, prior to the divestiture. |
| (2) | Restructuring costs related to the Company's streamlined operating model plan (see Note 5). |
NOTE 19. INCOME TAXES
The provision for income taxes, by tax jurisdiction, consisted of the following for the fiscal years ended June 30:
| 2024 | 2023 | 2022 | |
| Current | |||
| Federal | $132 | $ 153 | $ 71 |
| State | 18 | 33 | 17 |
| Foreign | 56 | 40 | 43 |
| Total current | $206 | $ 226 | $131 |
| Deferred | |||
| Federal | $ (99) | $(120) | $ 6 |
| State | (5) | (28) | (2) |
| Foreign | 4 | (1) | 1 |
| Total deferred | (100) | (149) | 5 |
| Total | $106 | $ 77 | $136 |
Income taxes paid, net of refunds, were $347 and $73 for the fiscal year ended June 30, 2024 and 2023, respectively. The increase in payments in the current period was primarily driven by income tax payments for fiscal years 2023 and 2024 that were previously deferred as a result of tax relief provided by the IRS due to winter storms in California.
The components of Earnings before income taxes, by tax jurisdiction, consisted of the following for the fiscal years ended June 30:
| 2024 | 2023 | 2022 | |
| United States | $ 311 | $ 154 | $ 483 |
| Foreign | 87 | 84 | 124 |
| Total | $ 398 | $ 238 | $ 607 |
A reconciliation of the statutory federal income tax rate to the Company's effective tax rate on operations follows for the fiscal years ended June 30:
| 2024 | 2023 | 2022 | |
| Statutory federal tax rate | 21.0% | 21.0% | 21.0% |
| State taxes (net of federal tax benefits) | 2.5 | 1.6 | 1.9 |
| Foreign tax rate differential | 7.7 | 8.6 | 3.1 |
| Federal excess tax benefits | (0.3) | (1.8) | (0.9) |
| Net U.S. tax on foreign income | (5.2) | (2.3) | (1.7) |
| Loss on divestiture | 10.5 | - | - |
| International legal entity reorganization | (6.1) | - | - |
| VMS goodwill impairment | - | 8.6 | - |
| Federal research and development credits | (1.2) | (2.7) | (0.8) |
| Other differences | (2.4) | (0.6) | (0.2) |
| Effective tax rate | 26.5% | 32.4% | 22.4% |
The Inflation Reduction Act (the "Act") was signed into law on August 16, 2022. The Act introduced a new 15% corporate minimum tax for certain large corporations, effective at the beginning of the Company's fiscal 2024 and it enacted a 1% excise tax on the value of share repurchases, net of new share issuances, after December 31, 2022. These provisions, as well as other corporate tax changes included in the Act, have not had a material impact on the Company's consolidated financial statements and are not expected to have a material impact on the Company's financial statements in the foreseeable future.
Per U.S. GAAP, foreign withholding taxes are provided on unremitted foreign earnings that are not indefinitely reinvested at the time the earnings are generated. The Company regularly reviews and assesses whether there are any changes to its indefinite reinvestment assertion. None of the undistributed earnings of its foreign subsidiaries were indefinitely reinvested. As a result, the Company is providing foreign withholding taxes on the undistributed earnings of all foreign subsidiaries where applicable. These withholding taxes had no significant impact on the Company's consolidated results.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-48 | |
The components of net deferred tax assets (liabilities) as of June 30 are shown below:
| 2024 | 2023 | |
| Deferred tax assets | ||
| Compensation and benefit programs | $ 109 | $ 123 |
| Loss and tax credit carryforwards | 153 | 94 |
| Operating and finance lease liabilities | 111 | 104 |
| Accruals and reserves | 33 | 46 |
| Capitalized research and development | 43 | 34 |
| Inventory costs | 29 | 32 |
| Other | 33 | 34 |
| Subtotal | 511 | 467 |
| Valuation allowance | (115) | (59) |
| Total deferred tax assets | $ 396 | $ 408 |
| Deferred tax liabilities | ||
| Property, plant and equipment and intangible assets | $ (84) | $ (157) |
| Lease right-of-use assets | (100) | (96) |
| Other | (36) | (36) |
| Total deferred tax liabilities | (220) | (289) |
| Net deferred tax assets (liabilities) | $ 176 | $ 119 |
The net deferred tax assets and liabilities included in the consolidated balance sheet at June 30 were as follows:
| Net deferred tax assets(1) | $ 198 | $ 147 |
| Net deferred tax liabilities | (22) | (28) |
| Net deferred tax assets (liabilities) | $ 176 | $ 119 |
| (1) | Net deferred tax assets are recorded in Other assets. |
The Company reviews its deferred tax assets for recoverability on a quarterly basis. A valuation allowance is established when the Company believes that it is more likely than not that some portion of its deferred tax assets will not be realized. Valuation allowances have been provided to reduce deferred tax assets to amounts considered recoverable.
Changes in the valuation allowance on deferred tax assets were as follows for the years ended June 30:
| 2024 | 2023 | 2022 | |
| Valuation allowance at beginning of year | $ (59) | $ (52) | $ (42) |
| Net increase/(decrease) for U.S. capital loss carryfowards | (46) | - | - |
| Net decrease/(increase) for other foreign deferred tax assets | (2) | (1) | (1) |
| Net decrease/(increase) for foreign and U.S. net operating loss carryforwards and tax credits | (8) | (6) | (9) |
| Valuation allowance at end of year | $ (115) | $ (59) | $ (52) |
| The Clorox Company 2024 Proxy Statement >Appendix A | A-49 | |
The Company's carryforwards for capital losses, net operating losses, and tax credits, with related valuation allowances were as follows as of June 30:
| 2024 | ||||
|
Carryforwards |
Valuation Allowances | Net Carryforwards | Fiscal Year Expiring | |
| Capital losses in U.S. jurisdictions | 46 | (46) | - | 2029 |
| Net operating losses | ||||
| U.S. jurisdictions | 6 | (5) | 1 | 2030 - 2042 |
| U.S. jurisdictions (with no expiration) | 9 | (8) | 1 | N/A |
| Foreign jurisdictions | 18 | (16) | 2 | 2025 - 2044 |
| Foreign jurisdictions (with no expiration) | 8 | - | 8 | N/A |
| Total net operating losses | 41 | (29) | 12 | |
| Income tax credits | ||||
| U.S. jurisdictions | 30 | - | 30 | 2025 - 2034 |
| U.S. jurisdictions (with no expiration) | 2 | - | 2 | N/A |
| Foreign jurisdictions | 30 | (30) | - | 2026 |
| Foreign jurisdictions (with no expiration) | 4 | (3) | 1 | N/A |
| Total income tax credits | 66 | (33) | 33 | |
| Total carryforwards | $ 153 | $ (108) | $ 45 |
| 2023 | ||||
|
Carryforwards |
Valuation Allowances | Net Carryforwards | Fiscal Year Expiring | |
| Capital losses in U.S. jurisdictions | - | - | - | N/A |
|
Net operating losses |
||||
|
U.S. jurisdictions |
4 |
(4) |
- |
2030 - 2042 |
|
U.S. jurisdictions (with no expiration) |
6 |
(5) |
1 |
N/A |
|
Foreign jurisdictions |
21 |
(16) |
5 |
2024 - 2040 |
|
Foreign jurisdictions (with no expiration) |
9 |
(1) |
8 |
N/A |
| Total net operating losses | 40 | (26) | 14 | |
|
Income tax credits |
||||
|
U.S. jurisdictions |
23 |
- |
23 |
2024 - 2033 |
|
U.S. jurisdictions (with no expiration) |
2 |
- |
2 |
N/A |
|
Foreign jurisdictions (with no expiration) |
29 |
(28) |
1 |
N/A |
| Total income tax credits | 54 | (28) | 26 | |
| Total carryforwards | $ 94 | $ (54) | $ 40 |
| The Clorox Company 2024 Proxy Statement >Appendix A | A-50 | |
The Company files income tax returns in the U.S. federal and various state, local and foreign jurisdictions. The federal statute of limitations has expired for all tax years through June 30, 2015. Various income tax returns in state and foreign jurisdictions are currently in the process of examination.
The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. As of June 30, 2024 and 2023, the total balance of accrued interest and penalties related to uncertain tax positions was $3 and $2, respectively. Interest and penalties related to uncertain tax positions included in income tax expense resulted in an expense of $1 in fiscal year 2024 and a net benefit of $0 in both fiscal years 2023 and 2022.
The following is a reconciliation of the beginning and ending amounts of the Company's gross unrecognized tax benefits:
| 2024 | 2023 | 2022 | |
| Unrecognized tax benefits at beginning of year | $ 17 | $ 17 | $ 21 |
| Gross increases - tax positions in prior periods | - | 1 | - |
| Gross decreases - tax positions in prior periods | (4) | (3) | (7) |
| Gross increases - current period tax positions | 9 | 2 | 4 |
| Gross decreases - current period tax positions | - | - | - |
| Lapse of applicable statute of limitations | - | - | (1) |
| Settlements | - | - | - |
| Unrecognized tax benefits at end of year | $ 22 | $ 17 | $ 17 |
Included in the balance of unrecognized tax benefits as of June 30, 2024, 2023 and 2022, were potential benefits of $15, $14 and $14, respectively, which if recognized, would affect the effective tax rate. Unrecognized tax benefits are not expected to significantly increase or decrease within the next 12 months.
NOTE 20. EMPLOYEE BENEFIT PLANS
Retirement Income Plans
In the second quarter of fiscal year 2024, the Company settled plan benefits of its previously frozen domestic qualified pension plan (the Plan), following the Company's Board of Directors' approval of a resolution to terminate the Plan in May 2022. The settlement occurred through a combination of an annuity contract purchase with a third-party insurance provider and lump sum payouts. These payments were made using Plan assets. The third-party insurance provider assumed the obligation to pay future pension benefits and provide administrative services, and started making direct payments to participants in January 2024. In conjunction with this settlement, a one-time noncash charge, net of curtailment gain, of $171 before taxes ($130 after tax) was recorded in the Company's consolidated statements of earnings and comprehensive income primarily as a result of accelerating the recognition of actuarial losses previously included in Accumulated other comprehensive net (loss) income that would have been recognized in future periods. Following settlement, remaining excess plan assets of $19 was contributed to the Company's domestic defined contribution plan during 2024.
The Company continues to maintain various other retirement income plans for eligible domestic and international employees. The remaining domestic retirement income plans are frozen.
The Company contributed $14, $14 and $15 to its domestic retirement income plans during fiscal years 2024, 2023 and 2022, respectively. The Company's funding policy is to contribute amounts sufficient to meet benefit payments.
Retirement Health Care Plans
The Company provides certain health care benefits for employees who meet age, participation and length of service requirements at retirement. The plans pay stated percentages of covered expenses after annual deductibles have been met or stated reimbursements up to a specified dollar subsidy amount. Benefits paid take into consideration payments by Medicare for the domestic plan. The plans are funded as claims are paid, and the Company has the right to modify or terminate certain plans.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-51 | |
Benefit Obligation and Funded Status
Summarized information for the Company's retirement income and retirement health care plans as of and for the fiscal years ended June 30 is as follows:
|
Retirement Income |
Retirement Health Care |
|||
| 2024 | 2023 | 2024 | 2023 | |
| Change in benefit obligations: | ||||
|
Benefit obligation as of beginning of year |
$ 476 |
$ 513 |
$ 26 |
$ 28 |
|
Service cost |
1 |
1 |
- |
- |
|
Interest cost |
12 |
18 |
1 |
1 |
|
Actuarial loss (gain) |
(26) |
(11) |
(2) |
(1) |
|
Plan amendments |
- |
- |
(4) |
- |
|
Plan settlement |
(312) |
- |
- |
- |
|
Benefits paid |
(26) |
(45) |
(2) |
(2) |
|
Translation and other adjustments |
(2) |
- |
- |
- |
| Benefit obligation as of end of year | $ 123 | $ 476 | $ 19 | $ 26 |
| Change in plan assets: | ||||
|
Fair value of assets as of beginning of year |
$ 381 |
$ 412 |
$ - |
$ - |
|
Actual return on plan assets |
(13) |
- |
- |
- |
|
Employer contributions |
15 |
15 |
2 |
2 |
|
Plan settlement |
(312) |
- |
- |
- |
|
Benefits paid |
(26) |
(45) |
(2) |
(2) |
|
Transfer to domestic defined contribution plan |
(19) |
- |
- |
- |
|
Translation and other adjustments |
(1) |
(1) |
- |
- |
| Fair value of plan assets as of end of year | 25 | 381 | - | - |
| Accrued benefit cost, net funded status | $ (98) | $ (95) | $ (19) | $ (26) |
| Amount recognized in the balance sheets consists of: | ||||
|
Pension benefit assets |
$ 7 |
$ 24 |
$ - |
$ - |
|
Current accrued benefit liability |
(12) |
(13) |
(2) |
(2) |
|
Non-current accrued benefit liability |
(93) |
(106) |
(17) |
(24) |
| Accrued benefit cost, net | $ (98) | $ (95) | $ (19) | $ (26) |
For the retirement income plans, the benefit obligation is the projected benefit obligation (PBO). For the retirement health care plan, the benefit obligation is the accumulated benefit obligation (ABO).
The ABO for all retirement income plans was $105, $474 and $512 as of June 30, 2024, 2023 and 2022, respectively.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-52 | |
Retirement income plans with ABO or PBO in excess of plan assets as of June 30 were as follows:
|
ABO Exceeds the Fair Value of Plan Assets |
PBO Exceeds the Fair Value of Plan Assets |
|||
| 2024 | 2023 | 2024 | 2023 | |
| Projected benefit obligation | $105 | $119 | $108 | $121 |
| Accumulated benefit obligation | 104 | 118 | 105 | 119 |
| Fair value of plan assets | - | - | 2 | 2 |
Net Periodic Benefit Cost
The net cost of the retirement income and health care plans for the fiscal years ended June 30 included the following components:
| Retirement Income | Retirement Health Care | |||||
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | |
| Service cost | $ 1 | $ 1 | $ 1 | $ - | $ - | $ - |
| Interest cost | 12 | 18 | 15 | 1 | 1 | 1 |
| Expected return on plan assets | (2) | (10) | (15) | - | - | - |
| Amortization of unrecognized items | 3 | 8 | 9 | (2) | (2) | (1) |
| Curtailment gain recognized | (6) | - | - | - | - | - |
| Settlement loss recognized | 179 | - | 7 | - | - | - |
| Total | $ 187 | $ 17 | $ 17 | $ (1) | $ (1) | $ - |
Service cost component of the net periodic benefit cost is reflected in employee benefit costs, and all other components, except for the net settlement loss recognized in relation to the settlement of the Plan recognized in the second quarter of fiscal year 2024, are reflected in Other (income) expense, net.
Items not yet recognized as a component of postretirement expense as of June 30, 2024 consisted of:
|
Retirement |
Retirement Health Care |
|
| Net actuarial loss (gain) | $ 20 | $ (14) |
|
Prior service benefit |
- |
(4) |
|
Net deferred income tax (assets) liabilities |
(5) |
4 |
| Accumulated other comprehensive loss (income) | $ 15 | $ (14) |
Net actuarial loss (gain) recorded in Accumulated other comprehensive net (loss) income for the fiscal year ended June 30, 2024 included the following:
|
Retirement |
Retirement Health Care | |
| Net actuarial loss (gain) as of beginning of year | $ 213 | $ (14) |
|
Amortization, curtailment and settlement during the year |
(182) |
2 |
|
Loss (gain) during the year |
(11) |
(2) |
| Net actuarial loss (gain) as of end of year | $ 20 | $ (14) |
| The Clorox Company 2024 Proxy Statement >Appendix A | A-53 | |
The Company uses the straight-line amortization method for unrecognized prior service costs and benefits.
Assumptions
Weighted-average assumptions used to estimate the actuarial present value of benefit obligations were as follows as of June 30:
|
Retirement Income |
Retirement Health Care |
|||
| 2024 | 2023 | 2024 | 2023 | |
| Discount rate | 5.52% | 4.37% | 5.38% | 5.10% |
|
Rate of compensation increase |
3.23% |
3.62% |
n/a |
n/a |
|
Interest crediting rate |
5.40% |
2.67% |
n/a |
n/a |
Weighted-average assumptions used to estimate the retirement income and retirement health care costs were as follows as of June 30:
| Retirement Income | |||
|
2024 |
2023 | 2022 | |
| Discount rate | 4.63% | 3.72% | 2.56% |
|
Rate of compensation increase |
3.20% |
3.09% |
3.02% |
|
Expected return on plan assets |
3.39% |
2.67% |
3.00% |
|
Interest crediting rate |
2.69% |
2.69% |
2.57% |
| Retirement Health Care | |||
|
2024 |
2023 | 2022 | |
| Discount rate | 5.10% | 4.65% | 2.61% |
The expected long-term rate of return assumption is based on prospective returns according to the fund's current target asset allocation.
The actuarial benefit obligation gain incurred during fiscal year 2024 was primarily driven by increases in the discount rates for the retirement plans, partially offset by investment gains lower than expected return on assets.
The actuarial benefit obligation gain during fiscal year 2023 was primarily driven by increases in the discount rates for the retirement plans, partially offset by investment gains lower than expected return on assets.
Expected Benefit Payments
Expected benefit payments for the Company's retirement income and retirement health care plans as of June 30, 2024, were as follows:
Expected benefit payments are based on the same assumptions used to measure the benefit obligations and include estimated future employee service.
|
Retirement Income |
Retirement Health Care | |
| 2025 | $ 15 | $ 2 |
|
2026 |
14 |
2 |
|
2027 |
13 |
2 |
|
2028 |
13 |
2 |
|
2029 |
12 |
2 |
|
Fiscal years 2030 through 2034 |
48 |
7 |
| The Clorox Company 2024 Proxy Statement >Appendix A | A-54 | |
Plan Assets
The target allocations and weighted average asset allocations by asset category of the investment portfolio for the Company's qualified domestic retirement income plans as of June 30, 2023, prior to its termination, were as follows:
|
% Target Allocation |
% of Plan |
|
| Fixed income | 80% | 79% |
| Cash equivalents | 20% | 21% |
| Total | 100% | 100% |
The target asset allocation was determined based on the optimal balance between risk and return and, at times, was adjusted to achieve the plan's overall investment objective to generate sufficient resources to pay current and projected plan obligations over the life of the domestic retirement income plan.
The following table sets forth the retirement income plans' assets carried at fair value as of June 30:
|
2024 |
2023 |
||
| Cash equivalents - Level 1 | $ - | $ 74 | |
| Total assets in the fair value hierarchy | - | 74 | |
|
Common collective trusts measured at net asset value |
|||
| Bond funds | $ 6 |
$ 289 |
|
|
International equity funds |
16 |
15 |
|
|
Domestic equity funds |
- |
- |
|
|
Short-term investment fund |
- |
1 |
|
|
Real estate fund |
2 |
2 |
|
|
Other |
1 |
- |
|
| Total common collect trust measured at net asset value |
$ 25 |
$ 307 |
|
| Total assets at fair value | $ 25 | $ 381 |
Common collective trust funds are not publicly traded and were valued at a net asset value unit price determined by the portfolio's sponsor based on the fair value of underlying assets held by the common collective trust fund on June 30, 2024 and 2023.
The common collective trusts are invested in various trusts that attempt to achieve their investment objectives by investing primarily in other collective investment funds that have characteristics consistent with each trust's overall investment objective and strategy.
Defined Contribution Plans
The Company has various defined contribution plans for eligible domestic and international employees. The aggregate cost of the domestic defined contribution plans was $63, $64 and $58 in fiscal years 2024, 2023 and 2022, respectively. The aggregate cost of the international defined contribution plans was $5, $6 and $6 for the fiscal years ended June 30, 2024, 2023 and 2022, respectively.
NOTE 21. SEGMENT REPORTING
The Company operates through strategic business units (SBUs) that are organized into the Company's operating segments. Operating segments with shared economic and qualitative characteristics are aggregated into four reportable segments: Health and Wellness, Household, Lifestyle and International. Operating segments not aggregated into a reportable segment are reflected in Corporate and Other. The four reportable segments consist of the following:
| • | Health and Wellness consists of cleaning, disinfecting and professional products marketed and sold in the United States. |
| • | Household consists of bags and wraps, cat litter and grilling products marketed and sold in the United States. |
| • | Lifestyle consists of food, water-filtration and natural personal care products marketed and sold in the United States. |
| • | International consists of products sold outside the United States. Products within this segment include laundry additives; home care products; bags and wraps; cat litter; water-filtration products; professional cleaning and disinfecting products; natural personal care products; food; grilling products and digestive health products marketed primarily under the Clorox, Glad, Poett, Brita, Burt's Bees, Pine-Sol, Ever Clean, Clorinda, Chux and Fresh Step Brands. |
Corporate and Other includes certain non-allocated administrative costs, various other non-operating income and expenses, as well as the results of the Better Health VMS business. Assets in Corporate and Other include cash and cash equivalents, prepaid expenses and other current assets, property and equipment, operating lease right-of-use assets, other long-term assets and deferred taxes, as well as the assets related to the Better Health VMS business.
The principle measure of segment profitability used by management is segment adjusted earnings (losses) before interest and income taxes (segment adjusted EBIT). Segment adjusted EBIT is defined as earnings (losses) before income taxes excluding interest income, interest expense and other significant items that are nonrecurring or unusual (such as the pension settlement charge, incremental costs, net of insurance recoveries, relating to the cyberattack, asset impairments, charges related to the streamlined operating model, charges related to the digital capabilities and productivity enhancements investment, significant losses/(gains) related to acquisitions/divestitures and other nonrecurring or unusual items impacting comparability).
Management uses this measure to assess the operating results and performance of its segments, perform analytical comparisons, identify strategies to improve performance and allocate resources to each segment as it removes the impact of the items that management believes do not directly reflect the performance of each segment's underlying operations.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-55 | |
The tables below present reportable segment information and a reconciliation of the segment information to the Company's consolidated net sales and earnings (losses) before income taxes, with amounts that are not allocated to the reportable segments reflected in Corporate and Other.
| Net Sales | |||
| Fiscal year | |||
| 2024 | 2023 | 2022 | |
| Health and Wellness | $ 2,485 | $ 2,532 | $ 2,427 |
|
Household |
1,950 |
2,098 |
1,984 |
|
Lifestyle |
1,275 |
1,338 |
1,253 |
|
International |
1,162 |
1,181 |
1,180 |
| Reportable segment total | 6,872 | 7,149 | 6,844 |
|
Corporate and Other |
221 |
240 |
263 |
| Total | $ 7,093 | $ 7,389 | $ 7,107 |
|
Segment adjusted earnings (losses) before interest and income taxes |
|||
| Fiscal year | |||
| 2024 | 2023 | 2022 | |
| Health and Wellness | $ 719 | $ 594 | $ 381 |
| Household | 260 | 308 | 234 |
| Lifestyle | 253 | 284 | 280 |
| International | 122 | 89 | 97 |
| Reportable segment total | 1,354 | 1,275 | 992 |
| Corporate and Other | (309) | (358) | (223) |
| Total | $1,045 | $ 917 | $ 769 |
| Interest income | 23 | 16 | 5 |
| Interest expense | (90) | (90) | (106) |
| Loss on divestiture(1) | (240) | - | - |
| Pension settlement charge(2) | (171) | - | - |
| Cyberattack costs, net of insurance recoveries(3) | (29) | - | - |
| VMS impairment(4) | - | (445) | - |
| Streamlined operating model(5) | (32) | (60) | - |
| Digital capabilities and productivity enhancements investment(6) | (108) | (100) | (61) |
| Earnings (losses) before income taxes | $ 398 | $ 238 | $ 607 |
| (1) | Represents the loss on divestiture of the Argentina business corresponding to International. See Note 2 for additional details. |
| (2) | Represents costs related to the settlement of the domestic qualified pension plan corresponding to Corporate and Other. See Note 20 for additional details. |
| (3) | Represents incremental costs, net of insurance recoveries, related to the cyberattack. See Note 3 for additional details relating to the cyberattack. All insurance recoveries are recorded in Corporate and Other. For informational purposes, the following table provides the approximate cyberattack costs, net of insurance recoveries, corresponding to the Company's reportable segments as a percentage of total net costs: |
| The Clorox Company 2024 Proxy Statement >Appendix A | A-56 | |
| 2024 | |
| Health and Wellness | 30% |
|
Household |
24 |
|
Lifestyle |
23 |
|
International |
8 |
|
Corporate and Other |
15 |
| Total | 100% |
| (4) | Represents a noncash impairment charge of $445 related to the Better Health VMS business recorded in fiscal year 2023. |
| (5) | Represents restructuring and related implementation costs, net for the streamlined operating model of $32 and $60 in fiscal year 2024 and2023, respectively. For informational purposes the following table provides the approximate restructuring and related implementation costs, net corresponding to the Company's segments as a percent of the total costs for the fiscal years ended June 30: |
| Inception to date ended | |||
| 2024 | 2023 | 2022 | |
| Health and Wellness | 3% | 6% | 5% |
| Household | 2 | 1 | 2 |
| Lifestyle | - | 4 | 2 |
| International | 4 | 16 | 11 |
| Corporate and Other | 91 | 73 | 80 |
| Total | 100% | 100% | 100% |
| (6) |
Represents expenses related to the Company's digital capabilities and productivity enhancements investment corresponding to Corporate and Other. |
|
Fiscal Year |
Health and Wellness |
Household | Lifestyle | International |
Corporate and Other |
Total Company |
|
| (Income) Loss from equity investees included in Other (income) expense, net | 2024 | - | - | - | (5) | - | (5) |
| 2023 | - | - | - | (4) | - | (4) | |
| 2022 | - | - | - | (6) | - | (6) | |
| Total assets | 2024 | 1,124 | 1,088 | 1,110 | 1,327 | 1,102 | 5,751 |
| 2023 | 1,184 | 1,082 | 1,091 | 1,410 | 1,178 | 5,945 | |
| Capital expenditures | 2024 | 47 | 84 | 36 | 21 | 24 | 212 |
| 2023 | 51 | 97 | 29 | 24 | 27 | 228 | |
| 2022 | 61 | 112 | 24 | 27 | 27 | 251 | |
| Depreciation and amortization | 2024 | 58 | 77 | 24 | 45 | 31 | 235 |
| 2023 | 59 | 78 | 25 | 46 | 28 | 236 | |
| 2022 | 57 | 67 | 24 | 47 | 29 | 224 | |
| Significant noncash charges included in earnings (losses) before interest and income taxes: | |||||||
| Stock-based compensation | 2024 | 14 | 11 | 8 | 6 | 35 | 74 |
| 2023 | 14 | 10 | 7 | 4 | 38 | 73 | |
| 2022 | 14 | 8 | 6 | 3 | 21 | 52 |
All intersegment sales are eliminated and are not included in the Company's reportable net sales.
Net sales to the Company's largest customer, Walmart Stores, Inc. and its affiliates, were 25%, 26% and 25% of consolidated net sales for each of the fiscal years ended June 30, 2024, 2023 and 2022, respectively, and occurred across all of the Company's reportable segments. No other customers accounted for 10% or more of the Company's consolidated net sales in any of these fiscal years.
| The Clorox Company 2024 Proxy Statement >Appendix A | A-57 | |
The following table provides Net sales as a percentage of the Company's consolidated net sales, disaggregated by operating segment, for the fiscal years ended June 30:
| 2024 | 2023 | 2022 | |
| Cleaning | 30% | 30% | 29% |
| Professional Products | 5% | 5% | 4% |
| Health and Wellness | 35% | 35% | 33% |
| Bags and Wraps | 11% | 12% | 12% |
| Cat Litter | 9% | 9% | 8% |
| Grilling | 8% | 7% | 8% |
| Household | 28% | 28% | 28% |
| Food | 11% | 10% | 10% |
| Water Filtration | 4% | 4% | 4% |
| Natural Personal Care | 3% | 4% | 4% |
| Lifestyle | 18% | 18% | 18% |
| International | 16% | 16% | 17% |
| Corporate and Other | 3% | 3% | 4% |
| Total | 100% | 100% | 100% |
The Company's products are marketed and sold globally. The following table provides the Company's global product lines, which were sold in the U.S. and International, that accounted for 10% or more of consolidated net sales for the fiscal years ended June 30:
| 2024 | 2023 | 2022 | |
| Cleaning products | 43% | 42% | 42% |
| Bags and wraps | 15% | 16% | 16% |
| Food products | 11% | 11% | 11% |
| Cat litter products | 10% | 10% | 9% |
Net sales and property, plant and equipment, net, by geographic area for and as of the fiscal years ended June 30were as follows:
|
Fiscal Year |
United States |
Foreign |
Total Company |
|
| Net sales | 2024 | $5,956 | $1,137 | $7,093 |
| 2023 | 6,237 | 1,152 | 7,389 | |
| 2022 | 5,951 | 1,156 | 7,107 | |
| Property, plant and equipment, net |
2024 |
1,188 |
127 |
1,315 |
| 2023 | 1,192 | 153 | 1,345 |
NOTE 22. RELATED PARTY TRANSACTIONS
The Company holds various equity investments with ownership percentages of up to 50% in a number of consumer products businesses, which operate both within and outside the United States. The equity investments, presented in Other assets and accounted for under the equity method, were $45 and $43 as of the fiscal years ended June 30, 2024 and 2023, respectively. The Company has no ongoing capital commitments, loan requirements, guarantees or any other types of arrangements under the terms of its agreements that would require any future cash contributions or disbursements arising out of an equity investment.
Transactions with the Company's equity investees typically represent payments for contract manufacturing and purchases of raw materials. Payments to related parties, including equity investees, for such transactions during the fiscal years ended June 30, 2024, 2023 and 2022 were $77, $87 and $117, respectively. Receipts from and ending accounts receivable and payable balances related to the Company's related parties were not significant during or as of the end of each of the fiscal years presented.
NOTE 23. SUBSEQUENT EVENT
On July 24, 2024, the Company entered into a definitive agreement to sell the Better Health VMS business. The transaction is expected to close in the first quarter of fiscal year 2025 and is expected to result in a loss on sale. The results of the Better Health VMS business are included within Corporate and Other in the fiscal year 2024 consolidated financial statements. The closing of the transaction is subject to customary closing conditions, including regulatory approval.
| The Clorox Company 2024 Proxy Statement >Appendix B | B-1 | |
Appendix B
THE CLOROX COMPANY
RECONCILIATION OF ECONOMIC PROFIT (UNAUDITED)(1)
| Dollars in millions | FY24 | FY23 | FY22 | |||
| Earnings before income taxes | $ 398 | $ 238 | $ 607 | |||
| Add back: | ||||||
| Certain U.S. GAAP items(2) | 580 | 605 | 61 | |||
| Interest expense | 90 | 90 | 106 | |||
|
Earnings before income taxes, certain U.S. GAAP items and interest expense |
1,068 | 933 | 774 | |||
| Less: | ||||||
| Income taxes on earnings before income taxes, certain U.S. GAAP items and interest expense(3) | 215 | 220 | 174 | |||
| Adjusted after tax profit | 853 | 713 | 600 | |||
| Less: After tax profit attributable to noncontrolling interests | 12 | 12 | 9 | |||
| Adjusted after tax profit attributable to Clorox | 841 | 701 | 591 | |||
| Average capital employed(4) | 2,978 | 3,383 | 3,428 | |||
| Less: Capital charge(5) | 268 | 304 | 309 | |||
| Economic profit(1) (Adjusted after tax profit attributable to Clorox less capital charge) | $ 573 | $ 397 | $ 282 | |||
| (1) | Economic profit (EP) is defined by the Company as earnings before income taxes, excluding certain U.S. GAAP items (such as the pension settlement charge, incremental costs, net of insurance recoveries, related to the cyberattack, asset impairments, charges related to implementation of the streamlined operating model, charges related to digital capabilities and productivity enhancements investment, significant losses/(gains) related to acquisitions/divestitures and other nonrecurring or unusual items impacting comparability) and interest expense; less income taxes (calculated based on the Company's effective tax rate excluding the identified U.S. GAAP items), and less after tax profit attributable to noncontrolling interests, and less a capital charge (calculated as average capital employed multiplied by a cost of capital rate). EP is a key financial metric that the Company's management uses to evaluate business performance and allocate resources, and is a component in determining employee incentive compensation. The Company's management believes EP provides additional perspective to investors about financial returns generated by the business and represents profit generated over and above the cost of capital used by the business to generate that profit. |
| (2) | Certain U.S. GAAP items include the loss on divestiture, the pension settlement charge, incremental costs, net of insurance recoveries, related to the cyberattack, incremental operating expenses related to the implementation of the Company's digital capabilities and productivity enhancements investment, restructuring and related costs related to implementation of the streamlined operating model and noncash impairment charges related to the Vitamins, Minerals and Supplements (VMS) business. Refer to "Management's Discussion and Analysis: Summary of Non-GAAP Financial Measures" in Exhibit 99.1 for detail on the U.S. GAAP charges. |
| (3) | The tax rate applied is the effective tax rate before the identified U.S. GAAP items and was 20.1%, 23.6% and 22.5% in fiscal years 2024, 2023, and 2022, respectively. The difference between the fiscal year 2024 effective tax rate on earnings of 26.5% is due to the tax rate impact of the FY24 divestiture of the Argentina business, the pension settlement charge, incremental operating expenses recorded related to the implementation of the Company's digital capabilities and productivity enhancements investment, incremental cyberattack costs, net of insurance recoveries, and costs related to the streamlined operating model of -8.6%, 0.9%, 0.9%, 0.2%, and 0.2%, respectively. The difference between the fiscal year 2023 effective tax rate on earnings of 32.4% is due to the tax rate impact of the FY23 VMS impairment and incremental operating expenses recorded related to the implementation of the Company's digital capabilities and productivity enhancements investment of -8.9% and 0.1%, respectively. The difference between the fiscal year 2022 effective tax rate on earnings of 22.4% is due to the tax rate impact of the incremental operating expenses recorded related to the implementation of the Company's digital capabilities and productivity enhancements investment of 0.1%. |
| (4) | Total capital employed represents total assets less non-interest bearing liabilities. Adjusted capital employed represents total capital employed adjusted to add back current year after tax U.S. GAAP items, as applicable, and deduct the current year after tax noncash, nonrecurring gain. Average capital employed is the average of adjusted capital employed for the current year and total capital employed for the prior year, based on year-end balances. See below for details of the average capital employed calculation. |
| (5) | Capital charge represents average capital employed multiplied by a cost of capital, which was 9% for all fiscal years presented. The calculation of capital charge includes the impact of rounding numbers. |
| The Clorox Company 2024 Proxy Statement >Appendix B | B-2 | |
| Dollars in millions | FY24 | FY23 | FY22 | |||
| Total assets | $ 5,751 | $ 5,945 | $ 6,158 | |||
| Less: | ||||||
| Accounts payable and accrued liabilities(6) | 1,473 | 1,650 | 1,463 | |||
| Current operating lease liabilities | 84 | 87 | 78 | |||
| Income taxes payable | - | 121 | - | |||
| Long-term operating lease liabilities | 334 | 310 | 314 | |||
| Other liabilities(6) | 827 | 804 | 778 | |||
| Deferred income taxes | 22 | 28 | 66 | |||
| Non-interest bearing liabilities | 2,740 | 3,000 | 2,699 | |||
| Total capital employed(4) | 3,011 | 2,945 | 3,459 | |||
| After tax certain U.S. GAAP items(2) | 0 | 362 | 0 | |||
| Adjusted capital employed(4) | $ 3,011 | $ 3,307 | $ 3,459 | |||
| Average capital employed | $ 2,978 | $ 3,383 | $ 3,428 |
| (6) | Accounts payable and accrued liabilities and Other liabilities are adjusted to exclude interest-bearing liabilities. |
3. Ratification of the Selection of Ernst & Young LLP as the Independent Registered Public Accounting Firm of The Clorox Company. For Against Abstain Proposals - The Board of Directors recommend a vote FOR all the nominees listed, FOR Proposals X - X and for every X YEARS on Proposal X. 01 - Stephen B. Bratspies 02 - Pierre R. Breber 03 - Julia Denman 05 - Esther Lee 06 - A.D. David Mackay 07 - Stephanie Plaines 09 - Matthew J. Shattock 10 - Russell J. Weiner 11 - Christopher J. Williams For Against Abstain For Against Abstain For Against Abstain 1 U P X 04 - Spencer C. Fleischer 08 - Linda Rendle Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 041P8E + + The Board of Directors recommends a vote FOR the election of each of A the following director nominees: 2. Advisory Vote to Approve Executive Compensation. 1. Election of Directors: For Against Abstain qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Annual Meeting Proxy Card B The Board of Directors recommends a vote FOR Proposal 2. C The Board of Directors recommends a vote FOR Proposal 3. Shareholders also will consider and act upon such other business as may properly come before the Annual Meeting or any adjournment or postponement. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) - Please print date below. Signature 1 - Please keep signature within the box. Signature 2 - Please keep signature within the box. D Authorized Signatures - This section must be completed for your vote to be counted. - Date and Sign Below 1234 5678 9012 345 MMMMMMMMM 6 2 4 0 7 7 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND C 1234567890 J N T MMMMMMMMMMMM MMMMMMM If no electronic voting, delete QR code and control # Δ ≈ 000001 MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ENDORSEMENT_LINE______________ SACKPACK_____________ MMMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext You may vote online or by phone instead of mailing this card. Online Before the meeting: Go to www.envisionreports.com/CLX or scan the QR code - login details are located in the shaded bar below. During the meeting: Go to https://meetnow.global/MYPFQZ4 - login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Your vote matters - here's how to vote!
Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.envisionreports.com/CLX THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CLOROX COMPANY ANNUAL MEETING OF SHAREHOLDERS - NOVEMBER 20, 2024 The shareholder(s) whose signature(s) appear(s) on the reverse side hereby appoint(s) Linda Rendle and Angela Hilt and each of them individually, as proxies, each with full power of substitution, to vote as designated on the reverse side of this ballot, all of the shares of common stock of The Clorox Company that the shareholder(s) whose signature(s) appear(s) on the reverse side would be entitled to vote, if personally present, at the Annual Meeting of Shareholders to be held at 9:00 a.m., Pacific time on Wednesday, November 20, 2024 and any adjournment or postponement thereof. A majority of said proxies, including any substitutes, or if only one of them be present, then that one, may exercise all of the powers of said proxies hereunder. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREHOLDER(S). WHEN PROPERLY EXECUTED AND IF NO SUCH DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS, FOR PROPOSAL 2 AND FOR PROPOSAL 3. If any other matters properly come before the meeting, or any adjournment or postponement thereof, the persons named in this proxy will vote in their discretion. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE. (Items to be voted appear on reverse side) Proxy - The Clorox Company qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Change of Address - Please print new address below. Comments - Please print your comments below. E Non-Voting Items + + The Notice of Annual Meeting, Proxy Statement and 2024 Integrated Annual Report - Executive Summary are available at www.envisionreports.com/CLX The 2024 Annual Meeting of Shareholders of The Clorox Company will be held on Wednesday, November 20, 2024 at 9:00 A.M. PST, virtually via the Internet at https://meetnow.global/MYPFQZ4. To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form.