8-KLeadership ChangesOther EventsExhibits & Filings

CHURCH & DWIGHT CO INC /DE/ 8-K Report, Executive Changes (Feb 6, 2023)

Filed February 6, 2023For Securities:CHD

Summary

This 8-K filing from Church & Dwight Co., Inc. announces two key personnel and compensation-related changes. Primarily, James R. Craigie, a long-serving director and former Chairman and CEO, will not seek re-election to the Board at the 2023 Annual Meeting. He will transition to an advisory role as Chairman Emeritus for a one-year term post-departure from the Board, allowing the company to continue benefiting from his experience without voting rights or quorum inclusion. This transition will reduce the Board's size from eleven to ten directors. Secondly, the Compensation Committee has adopted revised forms for its equity compensation plans. This includes an Amended Restricted Stock Unit (RSU) Grant Agreement with updated vesting schedules and new restrictive covenants (non-disclosure, non-disparagement, non-compete, non-solicit) and forfeiture/recoupment provisions. Additionally, a new Performance Stock Unit (PSU) Grant Agreement has been introduced, allowing awards to be earned based on specific performance goals and vesting over a three-year period, with provisions for early vesting in certain circumstances like termination or change of control.

Key Highlights

  • 1Long-serving director James R. Craigie to retire from the Board after the 2023 Annual Meeting.
  • 2Mr. Craigie appointed as Chairman Emeritus for a one-year advisory term, retaining a connection to the Board.
  • 3Board size to decrease from eleven to ten directors following Mr. Craigie's departure.
  • 4Compensation Committee adopted a revised RSU Grant Agreement with updated vesting and restrictive covenants.
  • 5New PSU Grant Agreement introduced for performance-based awards with a three-year vesting period.
  • 6Revised equity agreements include non-compete and non-solicit clauses.
  • 7The company aims to retain experienced leadership input while formalizing new equity grant structures.

Frequently Asked Questions

James R. Craigie, a director since 2004 and former Chairman and CEO, is retiring from the Board. While he will no longer have voting rights or contribute to quorum, his appointment as Chairman Emeritus signifies the company's desire to retain his valuable experience and counsel in an advisory capacity for one year.

The Amended RSU Grant Agreement includes updated vesting schedules and new provisions such as non-disclosure, non-disparagement, non-compete, and non-solicit clauses, along with forfeiture and recoupment provisions. The new PSU Grant Agreement allows for performance-based awards that vest over a three-year period, contingent on achieving specific performance goals set by the Compensation Committee, with provisions for early vesting in certain termination scenarios.

The Board size will decrease from eleven to ten directors. This is a minor adjustment and is in accordance with the company's governing documents. It does not indicate any immediate strategic shift but is a consequence of Mr. Craigie's retirement.

Yes, the introduction of the new PSU Grant Agreement explicitly links awards to the achievement of Performance Goals determined by the Compensation Committee. This structure is designed to incentivize executives to meet specific, measurable objectives that are intended to drive company performance and shareholder value.