UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A Information

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )

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Notice of 2022 Annual Meeting and
Proxy Statement

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Annual Meeting to be Held on May 5, 2022

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Global Headquarters

1 Ecolab Place, St. Paul, MN 55102

1-800-232-6522

March 21, 2022

DEAR FELLOW STOCKHOLDER:

You are cordially invited to join us for our Annual Meeting of Stockholders, to be held at 9:30 a.m. on Thursday, May 5, 2022. Due to the Covid-19 pandemic and to support the health and well-being of our stockholders, directors, management and associates, our 2022 Annual Meeting of Stockholders will be held as a “virtual” meeting via the Internet, instead of an in-person meeting. The Notice of Annual Meeting and the Proxy Statement that follow describe the business to be conducted at our Annual Meeting.

We hope that you will be able to attend the virtual 2022 Annual Meeting. Whether or not you plan to attend, it is important that your shares be represented and voted. Please read the instructions in the proxy materials on how to vote by proxy.

As a company whose business proposition is founded on providing customers best-in-class results while reducing water and energy use, advancing sustainable outcomes for our customers and within our own operations is key to our success. To ensure our ability to solve the most pressing customer and societal challenges, we strive to have a talented and diverse associate base with the ideas and know-how to help us reach our goals. In addition to our governance principles discussed in this proxy, we encourage shareholders to access our website at www.ecolab.com and review our annual report, sustainability report and GRI report to learn more about our work to deliver the right results, the right way for the long-term benefit of our customers and shareholders.

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YOUR VOTE IS IMPORTANT! PLEASE SUBMIT YOUR PROXY TODAY.

Your vote is a valuable part of the investment made in our Company and is the best way to influence corporate governance and decision-making. Please take time to read the enclosed materials and vote!

Whether or not you plan to attend the meeting, please complete the accompanying proxy and return it in the enclosed envelope. Alternatively, you may vote by telephone or the Internet. If you attend our virtual meeting, you may vote your shares in person even though you have previously returned your proxy by mail, telephone or the Internet.

PLEASE REFER TO THE ACCOMPANYING MATERIALS FOR VOTING INSTRUCTIONS.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

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To the Stockholders of Ecolab Inc.:

The Annual Meeting of Stockholders of Ecolab Inc. will be held virtually on Thursday, May 5, 2022, at 9:30 a.m., by means of a live webcast, for the following purposes (which are more fully explained in the Proxy Statement):

Our Board of Directors has fixed the close of business on March 8, 2022 as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting.

IMPORTANT NOTE:

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TABLE OF CONTENTS

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PROXY STATEMENT

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SUMMARY

This proxy summary is intended to provide a broad overview of the items that you will find elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and we encourage you to read the entire Proxy Statement carefully before voting. We are first mailing this Proxy Statement and accompanying form of proxy to our stockholders on or about March 21, 2022.

References made below to “Ecolab,” “the Company,” “we,” “our,” or “us” are to Ecolab Inc.

Annual Meeting of Stockholders

Date and Time: Thursday, May 5, 2022, at 9:30 a.m.

Place: online at www.virtualshareholdermeeting.com/ECL2022. To participate in the Annual Meeting, you will need the 16-digit control number included on your Proxy Card or on your Notice of Internet Availability of Proxy Materials. 

Record Date: March 8, 2022

Meeting Agenda and Items of Business

Election of Directors

The Board of Directors of Ecolab Inc. is asking you to elect 12 director nominees. The table above provides summary information about the director nominees. A nominee will only be elected if the number of votes cast for the nominee’s election is greater than the number of votes cast against the nominee. For more information, see page 4.

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Ratification of Independent Accountants

The Board of Directors is asking you to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2022. For more information, see page 26.

Advisory Vote to Approve Executive Compensation

The Board of Directors is asking you to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement. For more information, see page 29.

Summary of Compensation Practices

For more information on our compensation practices, see page 34.

Corporate Governance Highlights

For more information on our corporate governance, see page 9.

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Stockholder Proposal Regarding Special Meeting Ownership Threshold

The Board of Directors recommends that you vote AGAINST a stockholder proposal regarding special meeting ownership threshold, if properly presented. For more information, see page 64.

How to Vote

You may vote online prior to the meeting by visiting www.proxyvote.com and entering the 16-digit control number found on your Notice of Internet Availability of Proxy Materials, or, if you requested printed copies of the proxy materials, by telephone or by mail. You may also vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ECL2022, entering the 16-digit control number, and following the instructions. For more detailed information, see the section entitled “Voting Procedures” beginning on page 68.

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PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 1: ELECTION OF DIRECTORS

Our Board of Directors currently consists of 13 members. Mr. Baker will be retiring from the Board as of the 2022 Annual Meeting. Accordingly, the Board has taken action to reduce the size of the Board to 12 members effective at the time of the 2022 Annual Meeting. The 12 nominees, if elected, will serve a one-year term ending as of the 2023 Annual Meeting expected to be held on May 4, 2023.

Pursuant to the recommendation of the Governance Committee, Mses. Ballard, Beck, McKibben, Reich and Vautrinot and Messrs. Beck, Ettinger, Higgins, Larson, MacLennan, Nowell and Zillmer were nominated for election as Directors. The Board of Directors has no reason to believe that any of the named nominees is not available or will not serve if elected, except the term of Mr. Ettinger’s service could be affected under circumstances described below.

Mr. Ettinger has announced his candidacy for the U.S. House of Representatives in the special election to represent Minnesota’s First Congressional District. The special election is being held on August 9, 2022 to fill the vacancy resulting from the death of the incumbent earlier this year, and 20 people have announced their candidacy for this seat. The special election will be followed by the regular general election for this Congressional seat on November 8, 2022. If Mr. Ettinger is elected in the special election, or if he becomes a candidate and is elected in the general election, the rules of the U.S. House of Representatives would require him to resign as a director of Ecolab.

Also, Mr. Zillmer was already serving as a director of Ecolab and as Chairman of CSX Corporation when he joined Aramark as its CEO and a director in October 2019. Since becoming CEO of Aramark, Mr. Zillmer has continued his service as a highly engaged director of Ecolab, including his role as Chair of the Compensation Committee. Mr. Zillmer’s deep knowledge of the company’s Institutional business, significant public company board experience and his role as a current CEO are all highly valued by Ecolab and the Board of Directors.

Board of Directors’ Recommendation – The Board of Directors recommends a vote FOR the election of the 12 nominees named in this Proxy Statement. Unless a contrary choice is specified, proxies solicited by our Board of Directors will be voted FOR each of the nominees named in this Proxy Statement.

The following information with regard to business experience, qualifications and directorships has been furnished by the respective director nominees or obtained from our records.

Nominees for Election to the Board of Directors (Term Ending in May 2023)

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PROPOSAL 1: ELECTION OF DIRECTORS

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PROPOSAL 1: ELECTION OF DIRECTORS

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PROPOSAL 1: ELECTION OF DIRECTORS

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PROPOSAL 1: ELECTION OF DIRECTORS

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CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Corporate Governance Materials and Code of Conduct

Our Company is managed under the overall direction of our Board of Directors for the benefit of all stockholders. Written materials concerning policies of our Board of Directors, corporate governance principles and corporate ethics practices, including our Code of Conduct as last amended in 2012, are available on our website at www.investor.ecolab.com/corporate-governance.

Our Code of Conduct applies to our Chief Executive Officer, Chief Financial Officer and our Corporate Controller, as well as to our directors and all other employees. If necessary, we intend to satisfy the disclosure requirements of Item 5.05 of the Current Report on Form 8-K regarding amendments to or waivers from any provision of our Code of Conduct for our Chief Executive Officer, Chief Financial Officer and our Corporate Controller by posting such information on our website.

Board Structure

Under our Corporate Governance Principles, the preferable size of the Board is between 11 and 15 members, in order to facilitate effective discussion and decision-making, adequate staffing of Board Committees, and a desired mix of diversified experience and background. Our Board of Directors currently consists of 13 members, but our Board of Directors will consist of 12 members following Mr. Baker’s previously announced retirement at the 2022 Annual Meeting. As described on page 4 under Proposal 1: Election of Directors, 12 nominees, if elected, will serve a one-year term ending as of the 2023 Annual Meeting expected to be held on May 4, 2023. We believe our director nominees possess the broad and diverse skills, experience and background required to oversee management of our large and complex global business and to carry out their responsibilities as directors of Ecolab.

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CORPORATE GOVERNANCE

Board Leadership Structure

Our Board of Directors is led by Douglas M. Baker, Jr., our Executive Chairman. Mr. Baker was both Chairman and Chief Executive Officer until January 2021, has served as a director since 2004 and was elected Chairman in 2006. In February 2022, it was announced that Mr. Baker will step down from the Board following the expiration of his current term at the 2022 Annual Meeting, and Christophe Beck, President and Chief Executive Officer and a member of the Board of directors, will serve as Chairman, in addition to his current responsibilities, effective upon the expiration of Mr. Baker’s term. As provided in our Corporate Governance Principles, the independent directors appoint an independent Lead Director when (i) the offices of Chairman and Chief Executive Officer are held by the same person or (ii) when the Chairman is a different person than the Chief Executive Officer, but the Chairman has been determined by the Board of Directors not to be independent. More information about the background and qualifications of our independent Lead Director is included below.

As stated in our Corporate Governance Principles, the Board believes that it is best not to have a fixed policy on whether the offices of Chairman and Chief Executive Officer are to be held by one person or two. In February 2022, the Board determined that Mr. Beck should lead the Board as Chairman upon Mr. Baker’s retirement as Executive Chairman. In making this determination, the Board considered numerous factors, including the benefits to the decision-making process with a leader who is both Chairman and Chief Executive Officer; the significant operating experience and qualifications of Mr. Beck; the importance of deep Ecolab knowledge in exercising business judgment in leading the Board; the size and complexity of our business; the significant business experience and tenure of our directors; and the qualifications and role of our Lead Director. Our Board considers and either confirms or changes its leadership structure every year, and during the transitions for Mr. Beck, the Board deliberated at numerous meetings prior to and throughout the transition and succession process.

CORPORATE GOVERNANCE

In accordance with our Corporate Governance Principles, the independent directors, after recommendation of the Governance Committee, re-appointed Jeffrey M. Ettinger as Lead Director in May 2021. As detailed in Mr. Ettinger’s biography and qualifications on page 5, Mr. Ettinger has extensive public company board experience. Mr. Ettinger also is independent and has considerable knowledge of our business. Specific responsibilities of the Lead Director, as enumerated in our Corporate Governance Principles which were modified in February 2022 to further strengthen director independence, include:

Mr. Ettinger, Mr. Baker and Mr. Beck have worked closely together during the transition and succession process to ensure the smooth and effective operation of the Board, and Mr. Beck will continue to work closely with Mr. Ettinger when Mr. Beck becomes Chairman. As noted on page 4, Mr. Ettinger has announced his candidacy for a Congressional seat in a special election to be held on August 9, 2022, and Mr. Ettinger would be required to resign as a director of Ecolab if he is elected. In such case, the Board would appoint another independent director to serve as Lead Director from among its well qualified independent directors.

Board Committees

Our By-Laws permit the Board of Directors to designate Committees, each comprised of three or more directors, to assist the Board in carrying out its duties. The Board annually reviews its Committee structure as well as the Charter and composition of each Committee and makes modifications as necessary. The Charters for the Board’s five standing Committees - Audit, Compensation, Finance, Governance and Safety, Health and Environment - were reviewed and approved by the Board in May 2021. The Charters of each of our Committees are available on our website at www.investor.ecolab.com/corporate-governance. The separately designated standing Audit Committee meets the requirements of Section 3(a)(58)(A) of the Exchange Act. The members of the Audit, Compensation and Governance Committees meet the “independence” and other requirements established by the rules and regulations of the SEC, the Internal Revenue Code of 1986, as amended (the “IRS Code”), the New York Stock Exchange and our Board, as applicable.

The Committee fulfills, and assists the Board of Directors’ oversight of, its responsibilities to monitor: (i) the quality and integrity of our consolidated financial statements and management’s financial control of operations; (ii) the qualifications, independence and performance of the independent accountants; (iii) the role and performance of the internal audit function; (iv) our compliance with legal and regulatory requirements; and (v) our cybersecurity program and related risks. The Committee meets regularly and privately with our management and internal auditors and with our independent registered public accounting firm, PricewaterhouseCoopers LLP.

A report of the Audit Committee is located on page 27 of this Proxy Statement.

The Board of Directors has determined that each member of the Audit Committee is “independent” and meets the independence and other requirements of Sections 303A.02 and 303A.07 of the listing standards of the New York Stock Exchange, and Rule 10A-3 under the Exchange Act, as well as of our Board. The Board has determined that each of Mses.

CORPORATE GOVERNANCE

McKibben and Reich and Messrs. MacLennan and Nowell is an “audit committee financial expert” under the SEC’s rules and should be so designated. Further, the Board has determined, in its business judgment, that each of Mses. McKibben and Reich and Messrs. MacLennan and Nowell has “accounting and related financial management expertise” and that each member of the Audit Committee is “financially literate” under the New York Stock Exchange’s listing standards.

A report by the Committee is located on page 30 of this Proxy Statement.

To assist the Committee in the design and review of the executive and director compensation programs, the Committee has selected and retained Frederic W. Cook & Co., Inc. (“FW Cook”), an independent compensation consulting firm, which reports directly to the Committee. As requested from time to time on behalf of the Committee, FW Cook provides the Committee with market data regarding various components of executive and director compensation, reviews the methodology on which compensation is based and designed, and informs the Committee of market trends in executive and director compensation. FW Cook performs no services for us other than those performed on behalf of the Committee.

The Committee has considered the independence of FW Cook in light of SEC rules and New York Stock Exchange listing standards. In connection with this process, the Committee has reviewed, among other items, a letter from FW Cook addressing the independence of FW Cook and the members of the consulting team serving the Committee, including the following factors: (i) other services provided to us by FW Cook; (ii) fees paid by us as a percentage of FW Cook’s total revenue; (iii) policies or procedures of FW Cook that are designed to prevent conflicts of interest; (iv) any business or personal relationships between the senior advisor of the consulting team and any member of the Committee; (v) any Ecolab stock owned by the senior advisor; and (vi) any business or personal relationships between our executive officers and the senior advisor. The Committee discussed these considerations and concluded that the work performed by FW Cook and its senior advisor involved in the engagement did not raise any conflict of interest.

The Board of Directors has determined that each member of the Compensation Committee meets the independence requirements of the SEC (including Rule 16b-3), the New York Stock Exchange, and Section 162(m) of the IRS Code and of our Board.

CORPORATE GOVERNANCE

The Board of Directors has determined that each member of the Governance Committee meets the “independence” requirements of the SEC, the New York Stock Exchange and of our Board. In connection with the committee leadership rotation guidelines in our Corporate Governance Principles, Ms. Beck will assume the role of Chair of the Governance Committee at our 2022 Annual Meeting.

Board’s Role in Risk (including Cybersecurity) and Sustainability Oversight

The Board of Directors, in exercising its overall responsibility to direct the business and affairs of the Company, has established various processes and procedures with respect to risk management and sustainability oversight.

Strategic risk, which relates to the Company properly defining and achieving its high-level goals and mission, and operating risk, which relates to the effective and efficient use of resources and pursuit of opportunities, are regularly monitored and managed by the full Board through the Board’s regular and consistent review of the Company’s operating performance and strategic plan. For example, at each of the Board’s five regularly scheduled meetings throughout the year, management provided the Board presentations on the Company’s various business units as well as the Company’s performance as a whole. Agenda items were included for significant developments as appropriate, for example, significant acquisitions, important market developments and senior management succession. Pursuant to the Board’s established monitoring procedures, Board approval is required for the Company’s strategic plan and annual plan which are reported on by management at each Board meeting. Similarly, significant transactions, such as acquisitions and financings, are brought to the Board for approval.

Information security or cybersecurity has emerged as a strategic and operating risk for many companies. We have taken significant actions to address potential cybersecurity risks. Senior management provides the Board a detailed review on information security matters at least twice a year, and cybersecurity is considered in the detailed enterprise risk assessment presented to the Board each year. The Company has entered into, and plans to maintain, an information security risk insurance policy on commercially available terms. The Company is externally audited with complete scope by a third party in accordance with the National Institute of Technology (NIST) Cyber Security Framework (CSF) and industry standards, including peer benchmarking, every two years. The Company also reviews information security standards and controls with its independent external auditor every year and conducts periodic security assessments at

CORPORATE GOVERNANCE

key sites with external security consultants. The Company conducts a robust annual information security training and compliance program for the entire company, as well as monthly awareness campaigns and testing and business resiliency training and drills with our supply chain and other key functions.

Reporting risk, which relates to the reliability of the Company’s financial reporting, and compliance risk, which relates to the Company’s compliance with applicable laws and regulations, are primarily overseen by the Audit Committee. The Audit Committee meets at least six times per year and, pursuant to its charter and core agendas, receives input directly from management as well as from the Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, regarding the Company’s financial reporting process, internal controls and public filings. The Committee also receives regular updates from the Company’s General Counsel and the Chief Compliance Officer regarding any Code of Conduct issues or legal compliance concerns and annually receives a summary of all Code of Conduct incidents during the preceding year from the Chief Compliance Officer. See “Board Committees – Audit Committee” on page 11 for further information on how the Audit Committee monitors, and assists the Board of Directors’ oversight of, reporting and compliance risks.

The Company believes that its leadership structure, discussed in detail above, supports the risk and sustainability oversight function of the Board. When the roles of Chairman of the Board and Chief Executive Officer are combined, or when the Chairman has been determined by the Board not to be independent, our Lead Director has substantial and clearly delineated authority pursuant to our Corporate Governance Principles, strong directors chair the various Board Committees involved in risk oversight, there is open communication between management and directors, and all directors are actively involved in the risk and sustainability oversight function.

Communications with Directors

Our stakeholders and other interested parties, including our stockholders and employees, can send substantive communications to our Board using the following methods published on our website at www.investor.ecolab.com/corporate-governance:

All substantive communications regarding governance matters or potential accounting, control, compliance or auditing irregularities are promptly relayed or brought to the attention of the Lead Director or Chair of the Audit Committee following review by our management. Communications not requiring the substantive attention of our Board, such as employment inquiries, sales solicitations, questions about our products and other such matters, are handled directly by our management. In such instances, we respond to the communicating party on behalf of the Board. Nonetheless, our management periodically

CORPORATE GOVERNANCE

updates the Board on all of the on-line communications received, whether or not our management believes they are substantive. In addition to on-line communications, interested parties may direct correspondence to our Board of Directors, our Board Committees or to individual directors at our headquarters address, referenced on page 70.

Future Stockholder Proposals and Director Nomination Process

Any stockholder proposal, other than those for director nominations, must comply with advance notice procedures set forth in Article II, Section 4 of our By-Laws. As described in more detail below, stockholder proposals for director nominations must comply with Article II, Section 3 and Section 15 of our By-Laws. Under our By-Laws, to be in proper written form, the stockholder’s notice to our Corporate Secretary must set forth as to each matter such stockholder proposes to bring before the Annual Meeting a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting and, as to the stockholder giving the notice and any Stockholder Associated Person (i.e., any person acting in concert, directly or indirectly, with such stockholder and any person controlling, controlled by or under common control with such stockholder): (i) the name and record address of such person, (ii) the class or series and the number of shares beneficially owned by the stockholder, (iii) the nominee holder for, and number of, shares owned beneficially but not of record by such person, (iv) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of, or any other agreement or arrangement has been made, the effect or intent of which is to mitigate loss to or manage risk or benefit of share price changes for, or to increase or decrease the voting power of, such person with respect to any share of stock of the Company, (v) to the extent known, the name and address of any other stockholder supporting the proposal, (vi) a description of all arrangements or understandings between or among such persons in connection with the proposal and any material interest in such proposal, and (vii) a representation by the stockholder that he or she intends to appear at the Annual Meeting to present the business. Any ownership information shall be supplemented by the stockholder giving the notice not later than ten (10) days after the record date for the meeting as of the record date. This summary is qualified in its entirety by reference to the full text of our By-Laws, which can be found on our website at www.investor.ecolab.com/corporate-governance. If the presiding Chairperson of the Annual Meeting of Stockholders determines that business, or a nomination, was not brought before the meeting in accordance with the By-Law provisions, that business will not be transacted or the defective nomination will not be accepted.

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

In addition to the information required pursuant to Section 3, our By-Laws provide that the Company may require any proposed nominee to furnish such other information:

Any ownership information shall be supplemented by the stockholder giving the notice not later than ten (10) days after the record date for the meeting as of the record date. The notice must be accompanied by a written consent of the proposed nominee to being named as a nominee and to serve as a director if elected. No person shall be eligible for election as a director of the Company unless nominated in accordance with the foregoing procedures. This summary is qualified in its entirety by reference to the full text of our By-Laws, which can be found on our website at www.investor.ecolab.com/corporate-governance.

In terms of our principles for composition of the Board generally, and qualifications for director nominees specifically, we refer you to our Corporate Governance Principles, which can be found on our website at www.investor.ecolab.com/corporate-governance. Under these provisions, for example:

A continuing effort is made to seek well-qualified women and minority group members for the Board, but these persons must be sought out and evaluated as individuals rather than as representatives of specific groups. The Board of Directors is committed to actively seeking out highly qualified women and minority candidates for each search the Board undertakes. In identifying, evaluating and recommending director nominee candidates, the Committee will consider diversity of gender and ethnicity within the Board, the criteria set forth in the section above entitled “Director Nomination Process,” and such other factors as the Committee deems appropriate. The Board conducts a periodic review of its efforts to achieve such diversity among its members; and

Other criteria relevant to service as a director of our Company are also set forth in our Corporate Governance Principles.

CORPORATE GOVERNANCE

New Director Selection Process

As provided in our Corporate Governance Principles, the Governance Committee focuses on candidates with broad perspectives, backgrounds, experience and knowledge and who demonstrate independent judgment. Diversity of business experience, gender and race are highly valued, and a high degree of interest and involvement are key requisites for membership on our Board of Directors. The Governance Committee seeks candidates with significant organizational leadership experience, including individuals who were chief executive officers or otherwise managed a large and complex organization, and qualified candidates with experience relevant to our key end-markets and with technical competencies in areas such as digital technology, finance and cybersecurity. The Committee seeks to ensure that women and people of color are considered each time the Governance Committee undertakes a formal search process to recruit director candidates.

Compensation Risk Analysis

The Compensation Committee has established an annual process and criteria for assessing risk in our compensation programs and has directed management to apply that process and criteria to all compensation plans and practices that have the potential to give rise to behavior that creates risks that are reasonably likely to have a material adverse effect on the Company and to report the results to the Compensation Committee. As part of the process in 2021, the Company took the following steps to complete the assessment: (1) we agreed on a materiality framework for determining which compensation plans and practices to review; (2) we inventoried plans and practices that fell within the materiality framework; (3) we reviewed the identified plans and practices against our evaluation framework established in consultation with the Compensation Committee’s independent compensation consultant, FW Cook; (4) we identified factors, processes or procedures in place which may mitigate any risks in identified plans and practices; and (5) the Compensation Committee reviewed the results of the analysis with FW Cook. Our risk assessment revealed that our compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company. In making this determination, we took into account the compensation mix for our employees as well as various risk control and mitigation features of our programs, including varied and balanced performance targets, review procedures for incentive pay calculations, appropriate incentive payout caps, the Company’s rights to cancel incentive awards for employee misconduct, discretionary authority of the Compensation Committee to reduce award pay-outs, internal controls around customer and distributor pricing and contract terms, our stock ownership guidelines, prohibition on hedging Company stock and our compensation recovery (“clawback”) policy.

Director Attendance

There were six meetings of the Board of Directors during the year ended December 31, 2021. Each incumbent director attended 100% of the Board meetings and over 88% of meetings held by the Board and all Committees on which he or she served. Overall attendance by all incumbent directors at meetings held by the Board and all Committees on which they served was over 99%. Directors are expected, but are not required, to attend our Annual Meeting of Stockholders. All of the directors then serving who were continuing to serve following the meeting attended last year’s Annual Meeting.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee is comprised of four non-employee, independent directors: Ms. Vautrinot and Messrs. Ettinger, Higgins and Zillmer (Chair). No member of the Compensation Committee is or was formerly an officer or an employee of the Company or had any related person transaction required to be disclosed in which the Company was a participant during the last fiscal year. In addition, no executive officer of the Company serves on the compensation committee or board of directors of a company for which any of the Company’s directors serves as an executive officer.

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DIRECTOR COMPENSATION FOR 2021

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DIRECTOR COMPENSATION FOR 2021

Director Compensation Table

The following table summarizes the compensation that our non-employee directors received during 2021.

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DIRECTOR COMPENSATION FOR 2021

Summary

During 2021, members of the Board of Directors who are not employees of the Company were entitled to receive base annual compensation valued at $280,000 as follows:

We also paid the following supplemental retainers to the Lead Director, committee chairs and members of the Audit Committee:

The base annual compensation of $280,000 per year, excluding committee retainers, is within the median range of our competitive market, as is the total equity compensation of $170,000 comprising a portion of such base. For director compensation, we define our competitive market as a group of 21 comparison companies for compensation benchmarking and the median range as within 10% of the median for total annual director compensation. The companies comprising our comparison group are the same as the executive compensation comparison group and are set forth under the heading “Compensation Benchmarking” found under the Compensation Discussion and Analysis of this Proxy Statement at page 38.

All reasonable travel and other expenses incurred by directors on behalf of Ecolab were reimbursed.

The features of the 2001 Plan are as follows:

DIRECTOR COMPENSATION FOR 2021

Stock Retention and Ownership Guidelines

We have in place stock retention and ownership guidelines to encourage our directors to accumulate a significant ownership stake so they are vested in maximizing long-term stockholder returns. Our guidelines provide that our directors own Company stock with a market value of at least five times the annual retainer. Until the stock ownership guideline is met, the director is expected to retain 100% of all after-tax profit shares from stock option exercises. For purposes of complying with our guidelines, stock is not considered owned if subject to an unexercised stock option. Shares owned outright, legally or beneficially, by a director or his or her immediate family members residing in the same household and deferred stock units in the director’s deferral plan count towards meeting the guidelines. Our directors may not pledge shares or enter into any risk hedging arrangements with respect to Company stock. Our directors are in compliance with our guidelines by either having achieved the ownership guideline or, if the guideline is not yet achieved, by retaining 100% of all after-tax profit shares from any stock option exercises.

Changes Effective in 2022

The Committee reviews our compensation program for non-employee directors annually; however, it is our general practice to make changes to the program less frequently than annually. Based upon the recommendation of the Compensation Committee’s independent consultant, FW Cook, we made the following changes effective as of January 1, 2022:

We retained all of the other components of our non-employee director compensation program, including the annual stock option grant with a grant date fair value of $55,000 and the retainers of the Compensation Committee chair and the Audit Committee members, without change. The changes to the annual retainer and stock unit awards increase total annual compensation from $280,000 per year to $300,000 per year, excluding committee retainers, which is within the median range of our competitive market as previously defined at page 20 of this Proxy Statement. Prior to these changes, the compensation amounts under the program were last changed effective as of January 1, 2018. Ecolab’s Board approved increases to the annual cash retainer, deferred stock unit grant, and supplemental retainers for the lead director and Audit committee chair in October 2019 effective for fiscal year 2020, however those increases were ultimately cancelled due to the COVID 19 pandemic.

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DIRECTOR INDEPENDENCE STANDARDS AND DETERMINATIONS

DIRECTOR INDEPENDENCE STANDARDS AND DETERMINATIONS

“Independence” Standards

Pursuant to the Board of Directors’ independence policy, a director is not independent if:

The Board of Directors’ independence policy is also available on our website at www.investor.ecolab.com/corporate-governance.

“Independence” Determinations

In February 2022, the Governance Committee undertook a review of director independence by examining the nature and magnitude of transactions and relationships during 2021, 2020 and 2019 between each director serving during 2021 or director nominee, as the case may be (or any member of his or her immediate family or the company he or she is employed by and its subsidiaries and affiliates), and Ecolab, its subsidiaries and affiliates. Appropriate scrutiny is given to any situation which could be reasonably considered a material relationship. Both the existence and nature of the relationship are considered. The relationships include, among others, commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships. Ecolab also endeavors to identify, quantify and evaluate ordinary course commercial transactions between Ecolab and any company that employs a director or director nominee, including subsidiaries and affiliates of the company. In this regard, the Board’s Governance Committee has reviewed the following transactions and determined that the transactions do not exceed the Board’s categorical “independence” standards described above or adversely affect the director for “independence” status as the combined impact of the transactions is immaterial to Ecolab and the respective organizations.

DIRECTOR INDEPENDENCE STANDARDS AND DETERMINATIONS

Based on the review of the Governance Committee, the Board of Directors has determined that the following directors, including those on the slate of nominees for election to the Board at this year’s Annual Meeting (other than Messrs. Beck and Baker), are, and have been since January 1, 2021, or the date which they became an Ecolab director if later than January 1, 2021, independent in accordance with the listing standards of the New York Stock Exchange, the rules and regulations of the SEC, applicable law, and the Board’s “independence” policy: Shari L. Ballard, Barbara J. Beck, Jeffrey M. Ettinger, Arthur J. Higgins, Michael Larson, David W. MacLennan, Tracy B. McKibben, Lionel L. Nowell, III, Victoria J. Reich, Suzanne M. Vautrinot and John J. Zillmer.

The Board determined that Christophe Beck is not “independent,” due to his current status as President and Chief Executive Officer and his former status as President and Chief Operating Officer, and that Douglas M. Baker, Jr. is not “independent,” due to his current status as Executive Chairman of the Board and his former status as Chief Executive Officer.

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RELATED-PERSON TRANSACTIONS

The Governance Committee of the Board of Directors is responsible for reviewing, approving or ratifying transactions in excess of $120,000 with the Company’s executive officers or directors, including their immediate family members, or any greater than 5% stockholder known to us. Our practices and procedures for identifying transactions with related persons are located in the charter of the Governance Committee. The Governance Committee considers the related person’s relationship to the Company and interest in the transaction; the material facts of the transaction, including the proposed aggregate value of such transaction; the benefits to the Company of the proposed related-person transaction; if applicable, the availability of other sources of comparable products or services; an assessment of whether the proposed related-person transaction is on terms that are comparable to the terms available to an unrelated third party or to employees; and such other factors and information as the Governance Committee may deem appropriate. The Governance Committee determined that there were no such transactions with related persons during 2021, nor any currently anticipated transactions.

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SECURITY OWNERSHIP

SECURITY OWNERSHIP

Certain Beneficial Owners

The following table sets forth information as to entities which have reported to the Securities and Exchange Commission (“SEC”) or have advised us that they are a “beneficial owner,” as defined by the SEC’s rules and regulations, of more than 5% of our outstanding Common Stock.

SECURITY OWNERSHIP

Executive Officers and Directors

In general, “beneficial ownership” includes those shares of our Common Stock which a director or executive officer has the power to vote or transfer, as well as stock options that are exercisable currently or within 60 days and stock underlying stock units that may be acquired within 60 days. On March 8, 2022, our current executive officers and directors beneficially owned, in the aggregate, 2,997,548 shares of Common Stock constituting approximately 1.04% of our shares outstanding. As required by SEC disclosure rules, “shares outstanding” for this purpose includes options exercisable within 60 days and stock underlying stock units that may be acquired within 60 days by such executive officers and directors. The detail of beneficial ownership is set forth in the following table.

*  Indicates beneficial ownership of less than 1% of our outstanding Common Stock.

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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2022 and to perform other appropriate services.

Under the rules and regulations of the SEC and the NYSE, the Audit Committee is directly responsible for the appointment, compensation, retention and oversight of our independent auditors and for the periodic transition to a new lead engagement partner in connection with the mandatory five-year rotation of that position. PwC has served as our independent auditor since 1970. Each year, the Audit Committee considers a number of factors in determining whether to re-engage PwC as the Company’s independent registered public accounting firm, including the firm’s professional qualifications and resources, the firm’s past performance, the firm’s capabilities in handling the breadth and complexity of our business, the length of time the firm has served in this role and the potential impact of changing independent auditors. In its annual assessment of the qualifications and work quality of the independent auditors, the Audit Committee considers many factors, including the capabilities of the firm’s personnel, how well the firm meets agreed objectives for the audit, the firm’s responsiveness, knowledge of our business and communication with the Company and the Audit Committee.

Representatives of PwC are expected to be present at our Annual Meeting of Stockholders. They will have an opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

PwC has provided professional services to the Company in 2021, the aggregate fees and expenses of which are reported at page 28.

Board of Directors’ Recommendation – The Board of Directors recommends that the stockholders vote FOR the ratification of the appointment of PwC as our independent registered public accounting firm for the year ending December 31, 2022. Under the laws of the State of Delaware, stockholder ratification of the appointment of our independent registered public accounting firm is not required. However, the Board deems it advisable to submit the appointment of PwC for stockholder consideration and ratification. If the appointment of PwC is not ratified, the Audit Committee will reconsider the matter, but will not be required to change its decision to appoint PwC as independent registered public accounting firm. Unless a contrary choice is specified, proxies solicited by our Board of Directors will be voted FOR ratification of the appointment of PricewaterhouseCoopers LLP.

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AUDIT COMMITTEE REPORT

AUDIT COMMITTEE REPORT

The Audit Committee operates under a written Charter and the functions of the Committee are described under the heading “Board Committees – Audit Committee” at page 11 hereof. The Audit Committee’s Charter recognizes that (i) it is the responsibility of management to prepare the Company’s financial statements in accordance with Accounting Principles Generally Accepted in the United States of America and to maintain an effective system of financial control; and (ii) it is the responsibility of the independent auditors to plan and conduct the annual audit and express their opinion on the consolidated financial statements in accordance with professional standards. As recognized in the Charter, the Committee’s responsibilities include overseeing the work of the participants in the financial reporting and control process.

In this context, the Audit Committee has (i) reviewed and discussed the audited consolidated financial statements of the Company as of December 31, 2021, and for the year then ended (the “Financial Statements”) with management which has represented that the Financial Statements were prepared in accordance with Accounting Principles Generally Accepted in the United States of America, (ii) discussed the Financial Statements with PricewaterhouseCoopers LLP (our independent registered public accounting firm), including the matters required to be discussed by Public Company Accounting Oversight Board Auditing Standard 1301, “Communications with Audit Committees,” and (iii) received the written disclosures and the letter from PricewaterhouseCoopers LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with PricewaterhouseCoopers LLP their independence. The Committee has also considered whether PricewaterhouseCoopers LLP’s provision of non-audit services as described below under the heading “Audit Fees” is compatible with maintaining PricewaterhouseCoopers LLP’s independence.

Based on the foregoing review and discussions, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the Financial Statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 for filing with the SEC.

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AUDIT FEES

AUDIT FEES

The following table presents fees for professional services rendered by PricewaterhouseCoopers LLP (“PwC”) for the years ended December 31, 2021 and 2020.

All of the professional services provided by PwC in 2021 and 2020 were approved or pre-approved in accordance with policies of the Audit Committee and the Company. The Audit Committee has pre-approved projects for certain permissible non-audit services. Under the policy, requests for pre-approvals of permissible non-audit services must be accompanied by detailed documentation regarding specific services to be provided. The policy specifies that:

Examples of permissible non-audit services under the policy include: (i) merger/acquisition due diligence services; (ii) attest services; (iii) tax compliance, filings and returns; and (iv) tax planning services, provided that such services are limited to projects having “known or accepted” outcomes.

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PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF EXECUTIVES DISCLOSED IN THIS PROXY STATEMENT

PROPOSAL 3: ADVISORY VOTE TO APPROVE THE COMPENSATION OF EXECUTIVES DISCLOSED IN THIS PROXY STATEMENT

At the 2017 Annual Meeting, we provided our stockholders with an advisory vote regarding how frequently the Company will conduct future stockholder advisory votes to approve the compensation of our named executive officers. More than 92% of the total votes cast by holders of shares represented at the meeting voted in favor of an annual vote, consistent with the recommendation of the Board. Based on these results, the Board has determined to hold an advisory vote on the compensation of our named executive officers on an annual basis.

Ecolab’s executive compensation program is intended to: (1) support our corporate vision and long-term financial objectives, (2) communicate the importance of business results, (3) retain and motivate executives important to our success and (4) reward executives for contributions at a level reflecting our performance. We believe that our compensation policies and procedures have met these objectives. They have contributed to the Company’s historically strong growth and returns, rewarded executives based on performance and are aligned with the long-term interests of our stockholders. See “Compensation Discussion and Analysis,” beginning at page 30.

The Company is presenting this proposal, which gives you as a stockholder the opportunity to endorse or not endorse our executive pay program through an advisory vote for or against the following resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the Company’s Proxy Statement for the 2022 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables, and the related disclosure contained in the Proxy Statement.”

The Company has presented this proposal at each Annual Meeting since 2010 and each year the proposal has received support from greater than 87% of the total shares cast on the proposal.

The Board of Directors encourages stockholders to endorse the compensation program for our named executive officers by voting FOR the above resolution. As discussed in the Compensation Discussion and Analysis contained in this Proxy Statement, we believe that the executive compensation for 2021 was reasonable and appropriate and was justified by the performance of the Company. Our compensation program is the result of a carefully considered approach, including input and advice from the Compensation Committee’s independent compensation consultant.

Because your vote is advisory, it will not be binding upon the Board of Directors. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

Board of Directors’ Recommendation – The Board of Directors recommends that you vote FOR approval of the compensation of Ecolab’s executives as described in the Compensation Discussion and Analysis and the compensation tables and otherwise in this Proxy Statement pursuant to the compensation disclosure rules of the SEC. Proxies solicited by our Board of Directors will be voted FOR approval of the proposal unless otherwise specified.

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COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis of the Company with management. Based on their review and discussion, the Compensation Committee recommended to the Board of Directors, and the Board has approved, the inclusion of the Compensation Discussion and Analysis in both the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and the Company’s Proxy Statement for the Annual Meeting of Stockholders to be held May 5, 2022.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides information about the principles underlying our executive compensation programs and the key executive compensation decisions that were made for the fiscal year ended December 31, 2021 (“2021”), including the most important factors relevant to those decisions. This CD&A is intended to provide additional context and background for the compensation earned by and awarded to the following named executive officers (“NEOs”) for 2021 as reported in the Summary Compensation Table which follows this discussion:

The Company’s compensation programs enable us to attract and retain the leadership talent that is necessary to successfully manage our strong earnings growth and return on invested capital objectives, while balancing necessary investment in the businesses in order to achieve attractive, long-term shareholder returns. Our corporate short-term and long-term incentive plan performance measures are aligned with this strategy by utilizing growth in adjusted diluted earnings per share (hereinafter, “adjusted EPS,” unless the context otherwise requires) and adjusted return on invested capital (hereinafter, “adjusted ROIC,” unless the context otherwise requires), both as defined later in this CD&A. At the business unit level, we also incorporate business unit sales and operating income performance measures. The Compensation Committee considers each year whether to change the metrics on which our performance measures are based, including whether to establish specific environmental, social and governance (ESG) or other sustainability metrics in our performance measures for our NEOs. Since our value proposition is to provide customers the best results while consistently lowering their water and energy impacts and costs, improving sustainability across our customer base is an inherent driver of our financial success, which translates directly into adjusted EPS and adjusted ROIC. Accordingly, to maintain a simple and transparent compensation structure, the Compensation Committee has not added separate or additional ESG or sustainability factors to the compensation structure for our NEOs. However, other of our management employees with direct involvement in the Company’s ESG and sustainability work, have safety, water and energy and/or diversity and equity targets built into their compensation plans.

Executive Summary

Business Environment

In 2021, we delivered strong sales performance in an environment where the rapid rise in COVID-19 variant infections continued to negatively impact business activity and further disrupted global supply chains which together, impacted the global recovery. Our strategic decision to protect our customers by assuring they were supplied with our critical products and services significantly increased our short-term costs and suppressed our earnings. Double-digit sales growth in the Institutional & Specialty and Other segments along with strong Industrial segment growth more than offset the Healthcare & Life Sciences segment’s decline versus a very strong gain last year. Accelerating pricing and higher volume more than offset significantly higher delivered product costs, including the impact of Texas Freeze and Hurricane Ida, and the comparison to lower variable compensation last year.

COMPENSATION DISCUSSION AND ANALYSIS

As a result of this business environment, performance under our annual incentive plan versus our pre-established performance goals were 102% of target for corporate performance and 102% of target for the performance of Global Institutional & Specialty Services businesses managed by Mr. Mulhere, as illustrated below:

Performance under our 2019-2021 performance-based restricted stock unit grant cycle versus our pre-established adjusted ROIC performance goal was 100% of target, as illustrated below:

Compensation Actions

We took the following actions with respect to our NEOs in 2021:

COMPENSATION DISCUSSION AND ANALYSIS

The charts below illustrate our Company’s actual performance relative to our pre-established performance goals as well as our actual award payouts as a percentage of target award opportunities for the annual cash and long-term incentive plans:

COMPENSATION DISCUSSION AND ANALYSIS

Compensation of our Chief Executive Officer

In October 2020, we announced that:

•Douglas M. Baker, Jr., our Chairman of the Board and Chief Executive Officer, would retire as Chief Executive Officer but continue his service as Executive Chairman, effective January 1, 2021; and

•Christophe Beck, our President and Chief Operating Officer, was appointed to the position of President and Chief Executive Officer, effective January 1, 2021.

At its meeting on December 3, 2020, the Compensation Committee determined the total direct compensation opportunities (base salary, target annual cash incentive opportunities and annual long-term incentive awards) for Messrs. Baker and Beck to facilitate the transition to their new roles. For 2021, total direct compensation opportunity for our CEO was positioned below the market median range reflecting the beginning of his service as CEO, with the total direct compensation opportunities to be increased toward the median range in stages over the course of the following two years, subject to performance. The base salaries and target annual cash incentive opportunities established in December 2020 with an effective date of January 1, 2021 are reflected in this CD&A and compensation tables that follow, as is the long-term incentive award subsequently granted to Mr. Beck in December 2021. Mr. Baker did not receive a long-term incentive award in December 2021 in alignment with market practice. Please read the remainder of this CD&A for more information about these decisions.

The chart below illustrates the change in target total direct compensation for our CEO for 2021, as well as the total shareholder return for 2021 for the Company and our comparison group.

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The target total direct compensation representing the sum of base salary, target annual incentive plan opportunity, and long-term incentive grant guideline for Mr. Baker with respect to his service as CEO during 2020 and Mr. Beck with respect to his service as CEO during 2021 is summarized below:

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Practices

Our compensation programs encourage executive decision-making that is aligned with the long-term interests of our stockholders. We tie a significant portion of pay to Company performance over a multi-year period. Our Compensation Committee has incorporated the following market-leading governance features into our executive compensation programs:

The Compensation Committee oversees the design and administration of our executive compensation programs according to the processes and procedures discussed in the Corporate Governance section of this Proxy Statement. The Compensation Committee is advised by an independent compensation consultant, FW Cook.