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

 

 

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☐		Soliciting Material Pursuant to §240.14a-12

Church & Dwight Co., Inc.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Church & Dwight Co., Inc.

 

 

 

2021		NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT

 

 

Princeton South Corporate Park

500 Charles Ewing Boulevard

Ewing, New Jersey 08628

 

 

MEETING DATE: April 29, 2021

 

CHURCH & DWIGHT CO., INC.

 

 

 

Virtually via a live audio webcast at www.virtualshareholdermeeting.com/CHD2021 CHURCH & DWIGHT CO., INC. Princeton South Corporate Park 500 Charles Ewing Boulevard Ewing, New Jersey 08628 USA (609) 806-1200 www.churchdwight.com

Notice of Annual Meeting of Stockholders to be held Thursday, April 29, 2021

The Annual Meeting of Stockholders of Church & Dwight Co., Inc. will be held on Thursday, April 29, 2021 at 12:00 p.m., Eastern Daylight Time. To support the health and well-being of our employees and stockholders, in light of the COVID-19 Pandemic, this year’s meeting will be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/CHD2021. At the meeting stockholders will be asked to consider and take action on the following:

 

1.

Election of ten nominees to serve as directors for a term of one year;

 

2.

An advisory vote to approve the compensation of our named executive officers;

 

3.

Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to remove the requirement for holders of two-thirds of our outstanding stock to fill vacancies on the Board of Directors;

 

4.

Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to remove the requirement to have the holders of two-thirds of our outstanding stock approve certain mergers, consolidations or dispositions of substantial assets;

 

5.

Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to remove certain procedural provisions that will no longer be required once the Board is fully declassified;

 

6.

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2021; and

 

7.

Transaction of such other business as may properly be brought before the meeting or any adjournments thereof.

All stockholders are cordially invited to attend, although only those stockholders of record as of the close of business on March 2, 2021 will be entitled to notice of, and to vote at, the meeting or any adjournments thereof.

Your vote is important. Whether or not you expect to attend the virtual meeting, we urge you to vote by submitting your proxy. You may vote your proxy four different ways: by mail, via the Internet, by telephone, or during the virtual meeting. Please refer to detailed instructions included herein or with the Notice Regarding the Availability of Proxy Materials.

 

		By Order of the Board of Directors,   PATRICK D. DE MAYNADIER Corporate Secretary

Ewing, New Jersey

March 19, 2021

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD VIRTUALLY ON APRIL 29, 2021: The Notice of Annual Meeting, Proxy Statement and 2020 Annual Report to Stockholders are available at: https://materials.proxyvote.com/171340.

		TABLE OF CONTENTS

 

TABLE OF CONTENTS

 

PROXY STATEMENT SUMMARY			1
2021 ANNUAL MEETING OF STOCKHOLDERS			1
VOTING MATTERS AND BOARD OF DIRECTOR RECOMMENDATIONS			1
CORPORATE GOVERNANCE			3
PROXY STATEMENT			5
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING			5
PROPOSAL 1: ELECTION OF DIRECTORS			9
CORPORATE GOVERNANCE AND OTHER BOARD MATTERS			20
BOARD COMPOSITION			20
CORPORATE GOVERNANCE GUIDELINES AND OTHER CORPORATE GOVERNANCE DOCUMENTS			20
BOARD OF DIRECTORS INDEPENDENCE			20
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			21
EXECUTIVE SESSIONS OF INDEPENDENT DIRECTORS			21
BOARD OF DIRECTORS RISK OVERSIGHT			21
BOARD OF DIRECTORS LEADERSHIP STRUCTURE			23
COMMUNICATION WITH THE BOARD OF DIRECTORS			23
BOARD OF DIRECTORS MEETINGS AND COMMITTEES			24
SUCCESSION PLANNING			27
CODE OF CONDUCT			27
SUSTAINABILITY AND ESG			28
COMPENSATION OF DIRECTORS			31
2020 DIRECTOR COMPENSATION TABLE			33
STOCK OWNERSHIP GUIDELINES FOR DIRECTORS			33
OUR EXECUTIVE OFFICERS			34
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			37
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS			40
REVIEW AND APPROVAL OF RELATED PERSON TRANSACTIONS			40
RELATED PERSON TRANSACTIONS			40
AUDIT COMMITTEE REPORT			41
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			42
PRE-APPROVAL OF AUDIT AND PERMISSIBLE NON-AUDIT SERVICES			43
COMPENSATION DISCUSSION AND ANALYSIS			44
INTRODUCTION			44
2020 COMPENSATION			47
DETERMINATION OF COMPETITIVE COMPENSATION			48
MIX OF PAY			50
SALARIES			50
ANNUAL INCENTIVE PLAN			51
PROFIT SHARING AMOUNT			54
LONG-TERM INCENTIVES—STOCK OPTIONS			54
PERQUISITES AND CHARITABLE CONTRIBUTIONS			56
2021 COMPENSATION DECISIONS			56

 

Church & Dwight Co.  |  2021 Proxy Statement

		TABLE OF CONTENTS

 

STOCK OPTION GRANT PRACTICES			56
STOCK OWNERSHIP, TRADING GUIDELINES AND SHORT SALE, HEDGING AND PLEDGING POLICIES			57
ONGOING AND POST-EMPLOYMENT COMPENSATION			58
SAVINGS AND PROFIT SHARING PLAN FOR SALARIED EMPLOYEES			58
EXECUTIVE DEFERRED COMPENSATION PLAN			58
CHANGE IN CONTROL AND SEVERANCE AGREEMENTS			59
ACCOUNTING AND TAX CONSIDERATIONS			59
SAY-ON-PAY VOTE			60
ROLE OF EXECUTIVE OFFICERS IN DETERMINING EXECUTIVE COMPENSATION FOR NAMED EXECUTIVE OFFICERS			60
ROLE OF THE COMPENSATION & ORGANIZATION COMMITTEE IN EXECUTIVE COMPENSATION			60
ROLE OF INDEPENDENT COMPENSATION CONSULTANT			60
COMPENSATION  & ORGANIZATION COMMITTEE REPORT			61
2020 SUMMARY COMPENSATION TABLE			62
2020 GRANTS OF PLAN-BASED AWARDS			64
2020 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END			65
2020 OPTION EXERCISES AND STOCK VESTED			67
2020 NONQUALIFIED DEFERRED COMPENSATION			68
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL			69
CHANGE IN CONTROL AND SEVERANCE AGREEMENTS			69
VESTING PROVISIONS PERTAINING TO STOCK OPTIONS AND RESTRICTED STOCK UPON A CHANGE IN CONTROL			70
TABLE OF BENEFITS UPON TERMINATION EVENTS			71
CEO PAY RATIO			74
EQUITY COMPENSATION PLAN INFORMATION AS OF DECEMBER 31, 2020			75
PROPOSAL 2: ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS			76
PROPOSAL 3: PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO REMOVE THE REQUIREMENT FOR HOLDERS OF TWO-THRDS OF OUR OUTSTANDING STOCK TO FILL VACANCIES ON THE BOARD OF DIRECTORS			77
PROPOSAL 4 : PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO REMOVE THE REQUIREMENT TO HAVE HOLDERS OF TWO-THIRDS OF OUR OUTSTANDING STOCK APPROVE CERTAIN MERGERS, CONSOLIDATIONS OR DISPOSITIONS OF SUBSTANTIAL ASSETS			77
PROPOSAL  5 : PROPOSAL TO AMEND THE CERTIFICATE OF INCORPORATION TO REMOVE CERTAIN PROCEDURAL PROVISIONS THAT WILL NO LONGER BE REQUIRED ONCE THE BOARD IS FULLY DECLASSIFIED			79
PROPOSAL 6: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			80
HOUSEHOLDING OF PROXY MATERIALS			81
OTHER BUSINESS			82
STOCKHOLDER PROPOSALS AND NOMINATION OF DIRECTOR CANDIDATES			83
ANNUAL REPORT AND FORM 10-K			84
APPENDIX A			85

 

Church & Dwight Co.  |  2021 Proxy Statement

		SUMMARY

 

PROXY STATEMENT SUMMARY

This summary highlights important information you will find in this proxy statement. This summary does not contain all of the information you should consider. You should read the complete proxy statement and our 2020 Annual Report before voting.

In this proxy statement, the words “Church & Dwight,” “Company,” “we,” “our,” “ours,” and “us” and similar terms refer to Church & Dwight Co., Inc. and its consolidated subsidiaries.

2021 ANNUAL MEETING OF STOCKHOLDERS LINE UP BELOW

 

Date and Time:		April 29, 2021 at 12:00 p.m., Eastern Daylight Time
Place:		Virtually via a live audio webcast at www.virtualshareholdermeeting.com/CHD2021
Record Date:		March 2, 2021

 

VOTING MATTERS AND BOARD OF DIRECTORS RECOMMENDATIONS

 

Proposals				Board Recommendation		Vote Required
1.		Election of ten nominees to serve as directors for a term of one year each		FOR EACH NOMINEE		Majority of votes cast
2.		Advisory vote to approve the compensation of our named executive officers		FOR		Majority of votes present and entitled to vote
3.		Amend the Company’s Amended and Restated Certificate of Incorporation to remove the requirement for holders of two-thirds of our outstanding stock to fill vacancies on the Board of Directors		FOR		Two-thirds of votes outstanding and entitled to vote
4.		Amend the Company’s Amended and Restated Certificate of Incorporation to remove the requirement to have holders of two-thirds of our outstanding stock approve certain mergers, consolidations or dispositions of substantial assets		FOR		Two-thirds of votes outstanding and entitled to vote
5.		Amend the Company’s Amended and Restated Certificate of Incorporation to remove certain procedural provisions that will no longer be required once the Board is fully declassified		FOR		Majority of votes outstanding and entitled to vote
6.		Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Accounting Firm for 2021		FOR		Majority of votes present and entitled to vote

 

Church & Dwight Co.  |  2021 Proxy Statement		1

SUMMARY

 

James R. Craigie, Matthew T. Farrell, Bradley C. Irwin, Penry W. Price, Susan G. Saideman, Ravichandra K. Saligram, Robert K. Shearer, Janet S. Vergis, Arthur B. Winkleblack, and Laurie J. Yoler are the nominees to serve as all of the members of the Company’s Board of Directors (“Board” or “Board of Directors”) until our 2022 Annual Meeting of Stockholders. Detailed information about all of our director nominees’ backgrounds and areas of expertise can be found beginning on page 12.

 

Committees

Name

Position

Director Since

Independent

Audit

Compensation  and Organization

Governance and Nominating

Executive

James R. Craigie

Former Chairman and Retired President and Chief Executive Officer, Church & Dwight Co., Inc.

2004

X

Matthew T. Farrell

Chairman of the Board, President and Chief Executive Officer, Church & Dwight Co., Inc.

2016

X

Bradley C. Irwin

Retired President and Chief Executive Officer, Welch Foods, Inc.

2006

X

X

X

X

Penry W. Price

Vice President, Marketing Solutions, LinkedIn Corporation

2011

X

X

X

Susan G. Saideman

Founder and Chief Executive Officer, Portage Bay Limited LLC and former Vice President, Amazon, Inc.

2020

X

X

Ravichandra K. Saligram

Chief Executive Officer, Newell Brands

2006

X

Chair

X

Robert K. Shearer

Retired Senior Vice President and Chief Financial Officer, VF Corporation

2008

X

Chair

X

Janet S. Vergis

Former Executive Advisor for private equity firms and former CEO OraPharma, Inc.

2014

X

X

X

Arthur B. Winkleblack

Retired Executive Vice President and Chief Financial Officer, HJ Heinz Company

2008

X

Chair

X

Laurie J. Yoler

Former SVP, Business Development, Qualcomm, Inc. & President, Qualcomm Labs

2018

X

X

X

 

	2			Church & Dwight Co.  |  2021 Proxy Statement

		SUMMARY

 

CORPORATE GOVERNANCE

We strive to maintain effective corporate governance practices and policies. We believe that the following practices and policies contribute to our strong governance profile:

 

Director Independence		◾		9 of 10 directors are independent under the NYSE listing standards
		◾		3 fully independent Board committees: Audit, Compensation & Organization, and Governance & Nominating
		◾		Independent Lead Director presides over executive sessions of the Board and facilitates communication with the independent directors
Board Accountability		◾		Our directors are subject to “majority voting,” and each incumbent director nominee submits, prior to the Annual Meeting, an irrevocable resignation in writing that our Board of Directors may accept if a majority of stockholders do not re-elect the director in an uncontested election
		◾		Annual election of directors
Board Leadership		◾		Annual assessment and determination of Board leadership structure
		◾		Annual appointment of independent Lead Director when Chairman/Chief Executive Officer (“CEO”) roles are combined or when the Chairman is not independent (or when the Board otherwise determines appropriate)
		◾		Lead Director has strong role and significant governance duties, including approval of Board agendas and chairing executive sessions of all independent directors
Board Evaluation and Effectiveness		◾		Annual Board, Committee, and individual director evaluations
Board Refreshment		◾		Existing Board members are required to retire on the earlier of reaching age 72, or twenty years on the Board and new Board members will be required to retire on the earlier of reaching age 72 or fifteen years on the Board
		◾		Annual review of board succession plans
Director Engagement		◾		Each director attended at least 75 percent of the aggregate number of meetings held by the Board and all committees of the Board on which such director served in 2020
		◾		Board policy limits director membership to four other public company boards for non-employee directors (without the approval of the Governance & Nominating Committee)
		◾		Stockholder ability to contact directors (as described beginning on page 23)
Director Access		◾		Significant interaction with the Company’s senior business leaders through regular business reviews
		◾		Directors have direct access to senior management and other employees
		◾		Directors have authorization to hire outside experts and consultants and to conduct independent investigations
Proxy Access		◾		Our Bylaws provide for proxy access by stockholders
Removing supermajority voting for amendments to governing documents		◾		No supermajority requirement for stockholders to amend Bylaws
		◾		No separate charter provision with a supermajority requirement to amend the Certificate of Incorporation
		◾		Proposals to remove remaining supermajority requirements from Certificate of Incorporation
Right of Stockholders to Call Special Meeting		◾		Stockholders with at least 25% of our outstanding stock have the right to call special meetings of the stockholders
Clawback and Anti- Hedging Policies		◾		Clawback policy permits the Company to recoup certain compensation payments and grants made under the Company’s Annual Incentive Plan and Omnibus Incentive Plan to the extent required by law, or pursuant to Company policy or if otherwise agreed upon with the participant. In addition, under the Annual Incentive Plan, the Compensation & Organization Committee has discretion to require repayment of awards in the event of the recipient’s fraud or willful misconduct
		◾		Insider trading policy prohibits non-employee directors and employees from engaging in any pledging, short sales, or hedging involving Company stock
Share Ownership		◾		CEO is required to hold shares equivalent to 6x base salary
		◾		CFO is required to hold shares equivalent to 3x base salary
		◾		All other senior executives are required to hold shares equivalent to 2.5x base salary
		◾		Directors are required to hold shares equivalent to 5x the standard annual retainer

 

Church & Dwight Co.  |  2021 Proxy Statement		3

SUMMARY

 

Compensation Practices		◾		Target compensation opportunities are competitive in markets in which we compete for management talent
		◾		Use of short-term and long-term incentives ensure a strong connection between Company performance and actual compensation realized
		◾		Our Annual Incentive Plan utilizes four diverse metrics to avoid over-emphasis on any one measure
		◾		In the event of a change-in-control, our named executive officers will not receive cash severance, nor will equity granted after July 30, 2019 vest, unless accompanied by a qualifying termination of the named executive officer
		◾		No excise tax gross-ups for change-in-control payments
		◾		No defined pension benefit plan or similarly actuarially valued pension plan for executives
		◾		Limited perquisites
		◾		Repricing of stock options is prohibited without prior stockholder approval
Board Diversity		◾		The Board has been committed to building a diverse and well-rounded Board comprising individuals from different backgrounds and with a range of experiences and viewpoints. To accomplish this, the Governance & Nominating Committee will continue to require that search firms it engages include a robust selection of women and racially/ethnically diverse candidates in all prospective director candidate pools
Risk Management/ESG		◾		Risk assessment and risk management are the responsibility of the Company’s management, and the Board has oversight responsibility for those processes and findings
		◾		The Board and its committees oversee the execution of the Company’s environmental, social, governance and sustainability strategies and initiatives as an integrated part of their oversight of the Company’s overall strategy and risk management

 

	4			Church & Dwight Co.  |  2021 Proxy Statement

		PROXY STATEMENT

 

CHURCH & DWIGHT CO., INC.

Princeton South Corporate Park, 500 Charles Ewing Boulevard, Ewing, New Jersey 08628

(609) 806-1200

PROXY STATEMENT

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

This proxy statement is furnished in connection with the solicitation of proxies by our Board for use at the 2021 Annual Meeting of Stockholders (the “Annual Meeting”) to be held virtually on April 29, 2021, and at any adjournments thereof.

Who Can Vote

Each holder of record of our common stock at the close of business on March 2, 2021 is entitled to vote at the Annual Meeting. At the close of business on March 2, 2021, there were 245,088,140 shares of our common stock outstanding.

Distribution of Proxy Solicitation and Other Required Annual Meeting Materials

The rules of the Securities and Exchange Commission (“SEC”) allow us to mail a notice to our stockholders advising that our proxy statement, annual report to stockholders, electronic proxy card, and related materials are available for viewing, free of charge, on the Internet. These rules give us the opportunity to serve you more efficiently by making the proxy materials available quickly online and reducing costs associated with printing and postage. Stockholders may access these materials and vote over the Internet or by telephone or request delivery of a full set of materials by mail or email. We have elected to utilize this process for the Annual Meeting. We began mailing the required notice, called a Notice Regarding Availability of Proxy Materials (“Notice”), to stockholders on or about March 19, 2021. The proxy materials have been posted on the Internet, at https://materials.proxyvote.com/171340. If you received a Notice by mail, you will not receive a paper or email copy of the proxy materials unless you request one in the manner set forth in the Notice.

How You Can Vote

You may vote by any of the following methods:

 

•

During the virtual Annual Meeting.    Stockholders of record and beneficial stockholders with shares held in street name (held in the name of a broker or other nominee) may vote during the Annual Meeting. If you hold shares in street name, you must obtain a legal proxy from your broker or other nominee to vote virtually during the Annual Meeting.

 

•

By telephone or via the Internet.    You may vote by proxy, either by telephone or via the Internet, by following the instructions provided in the Notice, proxy card, or voting instruction card.

 

•

By mail.    If you request printed copies of the proxy materials by mail, you may vote by proxy by signing and returning the proxy card or voting instruction card.

If you vote by telephone or via the Internet, please have your Notice or proxy card available. The control number appearing on your Notice or proxy card is necessary to process your vote. A telephone or Internet vote authorizes the named proxies in the same manner as if you marked, signed, and returned a proxy card by mail.

How You May Revoke or Change Your Vote

You have the power to change or revoke your proxy at any time before it is voted at the Annual Meeting as follows:

 

•

Stockholders of record.    You may change or revoke your vote by submitting a written notice of change or revocation to our Secretary at the address listed above or by submitting another timely vote (including a vote via the Internet or by telephone). For all methods of voting, the last vote validly cast will supersede all previous votes.

 

Church & Dwight Co.  |  2021 Proxy Statement		5

PROXY STATEMENT

 

•

Beneficial owners.    You may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker.

 

•

Savings and Profit Sharing Plan participants.    You may change or revoke your voting instructions by April 26, 2021, by either revising your instructions via the Internet, by telephone, or by submitting to the trustee of the Savings and Profit Sharing Plan either a written notice of revocation or a properly completed and signed proxy card bearing a later date.

Required Vote

You are entitled to cast one vote for each share of common stock you own on March 2, 2021, the record date. The presence, in person or by proxy, of a majority of the votes entitled to be cast at the Annual Meeting constitutes a quorum. Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A broker “non-vote” occurs when a broker does not vote on a particular proposal because the broker does not have discretionary voting power with respect to the proposal and has not received voting instructions from the beneficial owner.

Our Bylaws provide for majority voting in uncontested director elections. As a result, at the Annual Meeting, directors will be elected by the affirmative vote of a majority of the votes cast (in person or by proxy) in an uncontested election. For this purpose, a majority of the votes cast means that the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee. Abstentions and broker “non-votes” are not counted as votes for or against a nominee. If you “abstain” from voting with respect to director nominees, your shares will be counted for purposes of a quorum but will have no effect on the election of the nominees. All of our director nominees are currently serving on our Board of Directors. If a nominee who is currently serving as a director is not re-elected, Delaware law provides that the director would continue to serve on our Board of Directors as a “holdover director.” Under our Corporate Governance Guidelines (“Corporate Governance Guidelines”), each incumbent director nominee submits, prior to the Annual Meeting, a contingent resignation that our Board of Directors may accept if stockholders do not re-elect the director. If a director is not re-elected by our stockholders, the Governance & Nominating Committee would make a recommendation to our Board of Directors on whether to accept or reject the resignation of that director, or whether to take other action. Our Board of Directors would act on the resignation, taking into account the Governance & Nominating Committee’s recommendation, and publicly disclose its decision and the rationale behind it within 90 days from the date that the election results are certified.

Our proposal to amend our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) for the purpose of removing the requirement that holders of two-thirds of our outstanding stock fill a vacancy on the Board (Proposal 3), and our proposal to amend the Certificate of Incorporation to remove the requirement for holders of two-thirds of our outstanding stock to approve certain mergers, consolidations or dispositions of substantial assets (Proposal 4), each require the affirmative vote of two-thirds or more of our outstanding shares of common stock entitled to vote at the Annual Meeting (meaning that of the outstanding shares of common stock, two-thirds of them must be voted “for” the proposal for it to be approved). Our proposal to amend the Certificate of Incorporation to remove certain procedural provisions that will no longer be required once the Board is fully declassified (Proposal 5) requires the affirmative vote of a majority of our outstanding shares of common stock entitled to vote at the Annual Meeting (meaning that of the outstanding shares of common stock, a majority of them must be voted “for” the proposal for it to be approved). Brokers will not have discretionary voting authority to vote on Proposal 3 or Proposal 4, and abstentions and broker “non-votes” will have the same effect as a vote against these proposals. Our proposal to approve, on an advisory basis, the compensation of our named executive officers (Proposal 2), and our proposal to ratify the selection of our independent registered accounting firm for 2021 (Proposal 6) and any other matters that may be acted upon at the Annual Meeting will be determined by the affirmative vote of the majority of votes represented at the meeting (in person or by proxy) and entitled to vote on the matter. An abstention will have the same effect as a vote against with respect to the advisory vote on the compensation of our named executive officers and the ratification of our independent registered public accounting firm for 2021. Brokers will not have discretionary authority to vote on the election of our directors or the advisory vote on the compensation of our named executive officers, and a broker “non-vote” is not counted for purposes of voting on these matters.

 

	6			Church & Dwight Co.  |  2021 Proxy Statement

		PROXY STATEMENT

 

How Shares Will be Voted

Stockholders of record.    If you are a stockholder of record and you:

 

•

indicate when voting via the Internet or by telephone that you wish to vote as recommended by our Board of Directors; or

 

•

sign and return a proxy card without giving specific voting instructions;

then the proxy holders will vote your shares FOR the election of the nominees described in this proxy statement, FOR the advisory vote to approve the compensation of our named executive officers, FOR the amendment of our Certificate of Incorporation to remove the requirement for holders of two-thirds of our outstanding stock to fill a vacancy on the Board, FOR the amendment of our Certificate of Incorporation to remove the requirement to have holders of two-thirds of our outstanding stock approve certain mergers, consolidations or dispositions of substantial assets, FOR the amendment of our Certificate of Incorporation to remove certain procedural provisions that will no longer be required once the Board is fully declassified, and FOR the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2021.

Beneficial owners.    If you hold shares in street name (in the name of a broker or other nominee), you must give instructions to your bank or broker on how you would like your shares to be voted. Under applicable New York Stock Exchange (“NYSE”) rules, your bank or broker has discretion to vote on “routine” matters, such as the ratification of the appointment of an independent registered public accounting firm and the approval of Proposal 5, but does not have discretion to vote on “non-routine” matters, such as the election of directors, the proposal to approve the compensation of our named executive officers, or the proposals to amend our Certificate of Incorporation to remove the supermajority requirements. Thus, if a bank or broker holds your shares and you do not instruct the bank or broker how to vote on these matters, no votes will be cast on your behalf.

Savings and Profit Sharing Plan participants.    If you participate in the Church & Dwight Co., Inc. Savings and Profit Sharing Plan for Salaried Employees or the Church & Dwight Co., Inc. Savings and Profit Sharing Plan for Hourly Employees (collectively, the “Plans”), you may have voting rights regarding shares of our common stock credited to your account in the Plans. In order to permit the trustee to tally and vote the shares held in the Plans (“Plan Shares”), your instructions, whether by Internet, by telephone, or by proxy card, must be submitted on or prior to April 26, 2021. If you do not instruct the trustee how to vote, your Plan Shares will be voted by the trustee in the same proportion that it votes Plan Shares for those accounts in the Plans for which it did receive timely voting instructions. The proportional voting policy is detailed under the terms of the Plans and the associated trust agreements.

Other matters.    Our Board of Directors is not aware of any matters that will be brought before the Annual Meeting other than those described in this proxy statement. However, if any other matters properly come before the Annual Meeting, the persons named on the enclosed proxy card will vote in their discretion on such matters.

Who can attend the virtual Annual Meeting

Only stockholders as of the record date, March 2, 2021, or duly appointed proxies, may attend the virtual Annual Meeting. No guests will be allowed to attend the Annual Meeting.

In accordance with Delaware law, for the 10 days prior to our Annual Meeting, a list of registered holders entitled to vote at our Annual Meeting will be available for inspection in our offices at Princeton South Corporate Park, 500 Charles Ewing Boulevard, Ewing, New Jersey 08628. The list will also be available at our Annual Meeting through the virtual meeting website at www.virtualshareholdermeeting.com/CHD2021.

Attending the virtual Annual Meeting

To support the health and well-being of our employees, directors and our stockholders, this year’s Annual Meeting will be held exclusively online, with no option to attend in person. If you plan to attend the virtual Annual

 

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PROXY STATEMENT

 

Meeting, you will need to visit www.virtualshareholdermeeting.com/CHD2021 and use your 16-digit control number provided in the Notice or proxy card to log into the meeting. We encourage stockholders to log in to the website and access the webcast early, beginning approximately 15 minutes before the Annual Meeting’s 12:00 p.m. Eastern Daylight Time start time. If you experience technical difficulties, please contact the technical support telephone number posted on www.virtualshareholdermeeting.com/CHD2021.

Asking questions during the virtual Annual Meeting

Stockholders of record and proxy holders who provide their valid 16-digit control number will be able to participate in the virtual Annual Meeting by asking questions and voting their shares as outlined above.

To submit questions during the meeting, stockholders may:

 

•

log into the virtual meeting website with their 16-digit control number, type the question into the “Ask a Question” field, and click “Submit.”

Only stockholders with a valid control number will be allowed to ask questions. Questions pertinent to Annual Meeting matters will be answered during the Annual Meeting as time allows. If we receive substantially similar written questions, we may group such questions together and provide a single response to avoid repetition and allow time for additional question topics. If we are unable to respond to a stockholder’s properly submitted question due to time constraints, we will respond directly to that stockholder using the contact information provided. We may also provide written responses to certain stockholder questions that we were unable to answer during the meeting on our “Investors” page on our website following the Annual Meeting.

Additional information regarding the rules and procedures for participating in the virtual Annual Meeting will be provided in our Annual Meeting rules of conduct, which stockholders can view during the Annual Meeting at the Annual Meeting website.

Costs of Solicitation

Solicitation of proxies on our behalf may be made by our directors or employees by mail, in person, and by telephone. Directors and employees will not be paid any additional compensation for soliciting proxies. We have retained D.F. King & Co., Inc. (“D.F. King”) to aid in the solicitation of proxies for a fee estimated not to exceed $7,500 plus out-of-pocket expenses. We will pay all costs of the solicitation and will indemnify D.F. King against liabilities relating to or arising from their proxy solicitation services conducted on our behalf, other than those resulting from D.F. King’s willful misconduct or gross negligence. We also will reimburse banks, brokerage houses, and other custodians, nominees, and fiduciaries for forwarding Notices and proxy materials to beneficial owners.

 

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		PROPOSAL 1

 

PROPOSAL 1: ELECTION OF DIRECTORS

Our Certificate of Incorporation has historically provided for the division of our Board of Directors into three classes, with the directors in each class serving for a term of three years. At our 2018 Annual Meeting, our stockholders approved, and the Company adopted, an amendment to our Certificate of Incorporation to provide for the phased-in transition to the annual election of our Board of Directors. At the 2021 Annual Meeting and from this year forward, all of our directors will stand for election for one-year terms on our Board of Directors. Our Board of Directors currently consists of 10 members.

At the Annual Meeting, all directors will be elected to serve until the 2022 Annual Meeting, in each case, until their successors are elected and qualified. Our Board of Directors has nominated James R. Craigie, Matthew T. Farrell, Bradley C. Irwin, Penry W. Price, Susan G. Saideman, Ravichandra K. Saligram, Robert K. Shearer, Janet S. Vergis, Arthur B. Winkleblack, and Laurie J. Yoler, all of whom currently serve as members of our Board of Directors. All nominees have agreed to be named in this proxy statement and to serve if elected.

We do not anticipate that any of the nominees will become unavailable to serve as a director for any reason. However, if any of them becomes unavailable, the persons named in the enclosed form of proxy will vote for any substitute nominee designated by our Board of Directors, unless our Board of Directors determines to reduce the number of directors on our Board.

SKILLS AND QUALIFICATIONS OF OUR BOARD OF DIRECTORS

Our Board of Directors, with support and recommendations from the Governance & Nominating Committee, oversees the composition and succession of its members. To this end, at least once a year, in connection with the Board’s annual evaluation, the Board evaluates itself, its committees, and each director, each director’s performance, skills, qualifications and future plans, including any retirement objectives. As part of that evaluation, our Governance & Nominating Committee identifies areas of overall strength and opportunities for improvement with respect to the Board’s and its committees’ composition.

Our director nominees possess relevant experience, skills and qualifications that contribute to a well-functioning board. Our Corporate Governance Guidelines provide that the Board should consider whether individual directors possess the following personal characteristics: integrity, education, commitment to the Board, business judgment, business experience, accounting and financial expertise, diversity (which may include differences of viewpoint, professional experience, education, skills, race, gender, national origin or other individual qualities and attributes that contribute to board heterogeneity), reputation, civic and community relationships, high performance standards and the ability to act on behalf of stockholders. Additionally, the skills and experiences that the Board seeks in evaluating its composition, and which inform Board succession planning and director nomination processes, as well as the individual experiences, skills and characteristics of our Board members, are highlighted below. The rating for each skill presented below represents the average of self-ratings for all directors, expressed on a percentage of a scale of 1 to 5, with the score for each director corresponding to the following ratings:

 

RATING KEY
1		Has limited experience and understanding
2		Has some knowledge and experience
3		Has solid knowledge and experience
4		Has strong knowledge and experience
5		This is a top personal strength and core competency

The Governance & Nominating Committee and our Board of Directors believe that the nominees listed below collectively possess these attributes, which, together with their respective experience described in the biographical summaries below, make each nominee well qualified to continue to serve on our Board of Directors.

 

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PROPOSAL 1

 

The rating for each skill presented below is intended as a summary and is not an exhaustive list of the qualifications or contributions to the Board. The following chart summarizes the ratings of our Board as a whole on a percentage basis for each skill, based on the 1 through 5 scale set forth above:

 

Senior Management		Strategy Development
M&A/Business Development		CPG Industry
Traditional Marketing & Sales		Digital Marketing & Sales
Public Company Governance		Compensation/Human Resources

 

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		PROPOSAL 1

 

International		Risk Management
R&D/Innovation		Disruptive Innovation
Accounting + Finance		Information technology/Cybersecurity
Supply chain

 

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PROPOSAL 1

 

The Board also seeks to achieve diversity of age, gender, and race/ethnicity, and recognizes the importance of Board refreshment to ensure that it benefits from fresh ideas and perspectives. The following charts demonstrate the Board’s commitment to diversity of backgrounds and Board refreshment. See pages 25-27 for detailed information on board diversity and refreshment.

 

Diversity		Tenure

Your Board of Directors unanimously recommends a vote FOR all of the following nominees.

Information regarding the nominees for our Board of Directors is provided below:

Standing for Election for Term Expiring in 2022

 

				JAMES R. CRAIGIE
				Director since 2004 Independent Age: 67

Professional Experience

Mr. Craigie was our non-executive Chairman from January 2016 to May 2019. From May 2007 to January 2016, he was our Chairman, President and Chief Executive Officer. From July 2004 through May 2007, he was our President and Chief Executive Officer. From December 1998 through September 2003, he was President and Chief Executive Officer and a member of the board of directors of Spalding Sports Worldwide and its successor, Top-Flite Golf Co. From 1983 to November 1998, Mr. Craigie held various senior management positions with Kraft Foods Inc. Prior to entering private industry, he served for six years as an officer in the U.S. Navy.

Other Boards and Appointments

Mr. Craigie currently serves as the non-executive Chairman of the board of directors of Bloomin’ Brands, Inc., a casual dining company. Mr. Craigie is also a member of the board of directors of Newell Brands, a leading

 

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		PROPOSAL 1

 

global consumer goods company, the New York Regional Board of UNICEF and is an Advisory board member of Cove Hill Partners, LLC. From November 2006 to May 2014, he was a member of the board of directors of Meredith Corporation, a media and marketing company and from September 2013 to December 2017, Mr. Craigie was a member of the board of directors of TerraVia Holdings, Inc., a renewable oil and bioproducts company.

Director Qualifications

Mr. Craigie’s intimate knowledge of our Company, gained through over 10 years of service as our Chief Executive Officer, enables him to provide important insights regarding our operations, including finance, marketing, strategic planning, and senior management personnel matters. In addition, his leadership in connection with several of our acquisitions and dispositions, together with his stewardship over the sale of several businesses at Spalding Sports Worldwide, underscore his strong ability to evaluate business combination and disposition opportunities. Mr. Craigie’s experience as a member of other public company boards and their committees enables him to provide valuable insights into our corporate governance and risk management.

 

				MATTHEW T. FARRELL
				Chairman since 2019 Director since 2016 Non-Independent Age: 64   ◾  Executive Committee

Professional Experience

Mr. Farrell has been our Chairman since May 2019 and President and Chief Executive Officer since January 2016. From November 2014 to December 2015, he was our Executive Vice President, Chief Operating Officer, and Chief Financial Officer, prior to which he served as our Executive Vice President, Finance and Chief Financial Officer since May 2007. From September 2006 through May 2007, he was our Vice President and Chief Financial Officer. Mr. Farrell was Executive Vice President and Chief Financial Officer of Alpharma Inc. from April 2002 through August 2006. From July 2000 through April 2002, he served as Vice President, Investor Relations & Communications at Ingersoll-Rand Ltd. From November 1994 through June 2000, he held various senior financial positions at AlliedSignal Inc.

Other Boards and Appointments

Mr. Farrell currently serves as a member of the board of directors of Trinseo S.A., a global materials supplier of synthetic rubber, latex binders, plastics, and specialty products, and as a member of the Board of Directors of Lydall, Inc., a supplier of engineered thermal, acoustical, and filtration products, in a transitional capacity. Mr. Farrell will not stand for reelection as a director on the board of Lydall at its upcoming annual meeting of stockholders to be held on April 20, 2021, and will cease being a director on Lydall’s board at the conclusion of that meeting.

Director Qualifications

Mr. Farrell’s intimate knowledge of our Company, gained through over 14 years of executive service as our Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, combined with his four years of experience as the Chief Financial Officer of a pharmaceutical company and many years of experience in other finance and investor relations roles at large multinational companies, enable him to provide important insights and leadership to us and our Board of Directors regarding our operations, including marketing, strategic planning, mergers and acquisitions, finance and capital structure, performance management, business analytics, compliance, risk management, public company reporting and governance, and investor relations.

 

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PROPOSAL 1

 

				BRADLEY C. IRWIN
				Lead Director since 2020 Director since 2006 Independent Age: 62   ◾  Compensation & Organization   Committee ◾  Governance  & Nominating   Committee ◾  Executive Committee

Professional Experience

Mr. Irwin retired in December 2018 as President and Chief Executive Officer of Welch Foods Inc., a global processor and marketer of juices and jams, where he served in that capacity since February 2009. Mr. Irwin was President of Cadbury Adams North America LLC, the North American confectionery business unit of Cadbury Schweppes plc. (“Cadbury Schweppes”), from June 2007 through November 2008. From April 2003 through June 2007, Mr. Irwin was President of Cadbury Adams USA LLC, the United States confectionery business unit of Cadbury Schweppes. Mr. Irwin served as President of Mott’s Inc., a business unit of Cadbury Schweppes, from May 2000 through April 2003. From 1980 through 1999, Mr. Irwin served in various capacities for The Procter & Gamble Company.

Director Qualifications

Mr. Irwin’s more than 30 years of experience in the consumer products industry, including his service in executive capacities at large multinational public companies that market products in the same categories as some of our products, enables him to provide valuable insights into a wide variety of matters relating to our operations. These matters include, among others, strategic planning, risk assessment, and international operations.

Other Boards and Appointments

Mr. Irwin currently serves on the boards of directors of Save the Children U.S. and Save the Children International, a large global non-profit delivering education, health and humanitarian support for disadvantaged children. He was a member of the board of directors of Welch Foods from February, 2009 to December, 2018.

 

				PENRY W. PRICE
				Director since 2011 Independent Age: 52   ◾  Audit Committee ◾  Compensation & Organization   Committee

Professional Experience

Mr. Price has been the Vice President, Marketing Solutions of LinkedIn Corporation (a subsidiary of Microsoft Corporation) since October 2013. From June 2011 through October 2013, he was President of Dstillery,

 

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		PROPOSAL 1

 

Inc., a marketing technology company formerly known as Media6Degrees, LLC. From June 2004 through June 2011, he served in various capacities at Google, Inc., a provider of Internet-related products and services, the last of which was Vice President, Agency Sales and Partnerships, Worldwide. From July 2000 through June 2004, Mr. Price served as Sales Director of Wenner Media, LLC, a company engaged in the publication of magazines and production of radio and television programs, where he was principally responsible for revenue generation and strategic partnerships.

Director Qualifications

Mr. Price’s extensive experience as a senior executive in companies specializing in digital marketing, advertising, and social networks enables him to provide valuable perspectives on our marketing initiatives and strategies, including the use of social media and digital technology to reach new consumers.

 

				SUSAN G. SAIDEMAN
				Director since 2020 Independent Age: 58   ◾  Audit Committee

Professional Experience

Ms. Saideman is the founder of Portage Bay Limited LLC and has served as its CEO since September 2019. Ms. Saideman was Vice President, Amazon, Inc., the world’s largest online retailer, from January 2019 to August 2019, Vice President, Amazon Fashion EU from October 2016 to January 2019 and Vice President, Global Vendor Management at Amazon, Inc. from November 2013 to September 2016. From December 2007 to October 2013, Ms. Saideman was President Mars Retail Group, the group responsible for the Direct to Consumer businesses for Mars including M&M’s World, Ethel M and MyM&Ms, from January 2004 to June 2007, she was CEO Mikasa and Company/Arc International, a leader in tableware products, and from December 2002 to June 2003, President, Parker Division, Newell Rubbermaid, a leading global consumer goods company. From May 1998 to December 2002 and August 1991 to May 1998, Ms. Saideman held various positions with increasing responsibility at Campbell Soup Company, a multi-national food company and PepsiCo, one of the world’s largest food and beverage companies, respectively. Earlier in her career Ms. Saideman held positions at Mt. Trading Company, Bain & Company and Chase Manhattan Bank.

Other Boards and Appointments

Ms. Saideman is a member of the board of directors of MYT Holding LLC, Prepac Manufacturing Ltd. and FIRST Washington and a Member of the board of trustees of Harvey Mudd College.

Director Qualifications

Ms. Saideman’s extensive experience in the “direct-to-consumer” businesses, building brands in the consumer packaged goods industries and leadership over global operational teams, enable her to provide our Board of Directors with a valuable global perspective on direct-to-consumer matters, marketing, innovation, international operations and technology.

 

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PROPOSAL 1

 

				RAVICHANDRA K. SALIGRAM
				Director since 2006 Independent Age: 64   ◾  Chair, Governance &   Nominating Committee ◾  Executive Committee

Professional Experience

Mr. Saligram has been the President and Chief Executive Officer and a member of the Board of Directors of Newell Brands, a leading global consumer goods company, since October 2019. Prior to that, Mr. Saligram was the Chief Executive Officer and a member of the board of directors of Ritchie Bros. Auctioneers Incorporated, the world’s largest industrial equipment auctioneer, since July 2014. From November 2010 through November 2013, he served as the Chief Executive Officer, President, and a member of the board of directors of OfficeMax Incorporated, a company engaged in business-to-business and retail office products distribution. From 2003 through November 2010, he served in various executive management positions with ARAMARK Corporation, a global food services company, including Executive Vice President, President, ARAMARK International, and Chief Globalization Officer, and Senior Vice President of ARAMARK Corporation. From 1994 through 2002, Mr. Saligram served in various capacities for the InterContinental Hotels Group, a global hospitality company, including as President of Brands & Franchise, North America, Chief Marketing Officer & Managing Director, Global Strategy, President, International and President, Asia Pacific. Earlier in his career, Mr. Saligram held various general and brand management positions with S. C. Johnson & Son, Inc. in the United States and overseas.

Other Boards and Appointments

Mr. Saligram was a member of the board of directors of Ritchie Bros. Auctioneers Incorporated from July 2014 to October 2019.

Director Qualifications

Mr. Saligram’s extensive experience building businesses and brands in the industrial products, office products distribution, consumer packaged goods, hospitality, and consumer and managed services industries and leadership over operational teams in a large number of countries, enable him to provide our Board of Directors with a valuable global perspective on governance and control matters, as well as on strategic planning and risk assessment.

 

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		PROPOSAL 1

 

				ROBERT K. SHEARER
				Director since 2008 Independent Age: 69   ◾  Chair, Audit Committee ◾  Executive Committee

Professional Experience

Mr. Shearer retired in March 2015 as Senior Vice President and Chief Financial Officer of VF Corporation, a global lifestyle apparel company, where he served in that capacity since May 2005. He also served VF Corporation in several other capacities since 1986, including Vice President, Finance and Chief Financial Officer from July 1998 to May 2005. Earlier in his career, Mr. Shearer held a senior audit position with Ernst & Young LLP.

Other Boards and Appointments

Mr. Shearer currently serves on the board of directors of YETI Holdings, Inc., a designer, marketer, retailer, and distributor of a variety of innovative, branded, premium products to a wide-ranging customer base and Kontoor Brands, Inc. a global lifestyle apparel company. From May 2015 through April 2016, Mr. Shearer served as a member of the board of directors of The Fresh Market, Inc., a specialty grocery retailer.

Director Qualifications

Mr. Shearer’s recent role as Chief Financial Officer of VF Corporation, coupled with his 12 years of experience in public accounting, enables him to provide our Board of Directors and the Audit Committee with important insights on a range of financial and internal control matters, as well as on matters relating to capital structure, information systems, risk management, public reporting and investor relations. In addition, his participation in VF Corporation expansion initiatives, including a number of acquisitions and growth in international markets, enables him to provide important insights on international operations, business combination opportunities, and strategic planning.

 

				JANET S. VERGIS
				Director since 2014 Independent Age: 56   ◾  Audit Committee ◾  Governance & Nominating   Committee

Professional Experience

Ms. Vergis served as an Executive Advisor for private equity firms from January 2013 to December 2019, where she identified and evaluated healthcare investment opportunities. From January 2011 to August 2012, she

 

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PROPOSAL 1

 

was the Chief Executive Officer of OraPharma, Inc., a specialty pharmaceutical company dedicated to oral health, where she led that company’s successful turnaround and its subsequent sale. From 2004 to 2009, Ms. Vergis served as President of Janssen Pharmaceuticals, McNeil Pediatrics and Ortho-McNeil Neurologics. From 1988 to 2004, she served in various positions of increasing responsibility in executive leadership, research and development, new product development, sales, and marketing with Johnson & Johnson and its subsidiaries.

Other Boards and Appointments

Ms. Vergis is currently a member of the board of directors of Teva Pharmaceutical Industries, a global leader in generics and biopharmaceuticals, and Dentsply Sirona, the world’s largest manufacturer of professional dental solutions. She was also a member of the board of directors of Amneal Pharmaceuticals, Inc. and MedDay Pharmaceuticals from 2015 to 2019 and 2016 to 2021, respectively.

Director Qualifications

Ms. Vergis’ more than 30 years of healthcare leadership experience, together with her extensive background in research and development, new product development (including products regulated by the U.S. Food and Drug Administration), sales, and marketing, combined with her focus in the areas of oral health and women’s health, enable her to provide important perspectives to our Board of Directors on a range of matters relating to our operations.

 

				ARTHUR B. WINKLEBLACK
				Director since 2008 Independent Age: 63   ◾  Chair, Compensation &   Organization Committee ◾  Executive Committee

Professional Experience

Mr. Winkleblack retired in June 2013 as Executive Vice President and Chief Financial Officer of the HJ Heinz Company, a global packaged food manufacturer, where he had served in such capacity since January 2002. From 1999 through 2001, Mr. Winkleblack was Acting Chief Operating Officer, Perform.com, and Chief Executive Officer, Freeride.com, at Indigo Capital. Earlier in his career, Mr. Winkleblack held senior finance positions at the C. Dean Metropoulos Group, Six Flags Entertainment Corporation, AlliedSignal, Inc., and PepsiCo, Inc. Mr. Winkleblack also provided financial and capital markets consulting services to Ritchie Brothers Auctioneers (“RBA”), an industrial auctioneer, from 2014 to 2019. He served as the Senior Advisor to RBA’s CEO, Ravichandra K. Saligram, who also serves on our Board of Directors.

Other Boards and Appointments

Mr. Winkleblack currently serves as a member of the board of directors of The Wendy’s Company, a global quick service restaurant company and Aramark, a global provider of food, facility and uniform services. He was a member of the Board of Directors of RTI International Metals, Inc., a NYSE-listed company specializing in advanced titanium products for the aerospace, defense and medical device markets and Performance Food Group, a company specializing in the distribution of food and food-related products to customers throughout the United States, from 2013 to 2015 and 2015 to 2019, respectively.

 

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		PROPOSAL 1

 

Director Qualifications

Mr. Winkleblack’s substantial executive experience across a broad range of industries enables him to provide our Board of Directors with knowledgeable perspectives on strategic planning, international operations, and mergers and acquisitions. In addition, his nearly 12 years of experience as the Chief Financial Officer of a large, multinational, consumer goods company enables him to bring important perspectives to our Board of Directors on performance management, business analytics, finance and capital structure, compliance, information technology, risk management, public company reporting, and investor relations.

 

				LAURIE J. YOLER
				Director since 2018 Independent Age: 56   ◾  Governance & Nominating   Committee ◾  Compensation  & Organization   Committee

Professional Experience

Ms. Yoler is a General Partner at Playground Global, a technology and life sciences venture capital firm in Silicon Valley. She was the Senior Vice President, Business Development of Qualcomm, Inc. and President, Qualcomm Labs, a wholly-owned subsidiary of Qualcomm, Inc., from March 2013 to January 2016, driving internal innovation and exploring opportunities for new businesses, strategic partnerships, acquisitions, investments, and divestitures. From February 2006 to March 2013, Ms. Yoler was a partner and Managing Director at GrowthPoint Technology Partners, a Silicon Valley based investment bank. From September 2004 to July 2005, Ms. Yoler served as Chief Development Officer of Intellectual Ventures LLC, a private equity firm. From March 2001 to September 2004 Ms. Yoler was Vice President, Business Development and Marketing at Packet Design and Precision I/O, two early-stage technology firms. Prior to that, Ms. Yoler was an integral part of the development and launch of many new innovations and products in her roles at Visa Inc., Sun Microsystems, Accenture PLC and PricewaterhouseCoopers.

Other Boards and Appointments

Ms. Yoler serves on the Board of Directors of Bose Corporation, a company that designs, develops and sells audio equipment. From 2015 to 2020, Ms. Yoler served as a board member and strategic advisor to Zoox Inc. in the AI/autonomous vehicle industry until its acquisition by Amazon. She currently serves as a member of the boards of directors of two privately held technology companies, Lacuna and Leaf Logistics. From 2003 to 2008, Ms. Yoler was a founding member of the Board of Directors of Tesla, Inc., a company that designs, develops, manufactures and sells electric vehicles and advanced electric vehicle powertrain components. Ms. Yoler served on Tesla’s advisory board from 2008 until 2013.

Director Qualifications

Ms. Yoler’s extensive experience in the technology industry, spanning strategy, product, corporate development, global sales and marketing, mergers and acquisitions and business development, enables her to provide valuable insights into a wide variety of matters relating to technology, acquisitions, marketing, business development, and international operations.

 

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CORPORATE GOVERNANCE

 

CORPORATE GOVERNANCE AND OTHER BOARD MATTERS

BOARD COMPOSITION

Our Board of Directors is currently comprised of James R. Craigie, Matthew T. Farrell, Bradley C. Irwin, Penry W. Price, Susan G. Saideman, Ravichandra K. Saligram, Robert K. Shearer, Janet S. Vergis, Arthur B. Winkleblack, and Laurie J. Yoler.

CORPORATE GOVERNANCE GUIDELINES AND OTHER CORPORATE GOVERNANCE DOCUMENTS

Our Corporate Governance Guidelines, including guidelines for the determination of director independence, the responsibilities and duties of our Board of Directors, director access to management and independent advisors, director compensation, the committees of our Board of Directors, and other matters relating to our corporate governance, are available on the “Investors” page of our website, www.churchdwight.com. Also available on the “Investors” page are other corporate governance documents, including our Code of Conduct (“Code of Conduct”) and the Charters of the Audit Committee, Compensation & Organization Committee, and Governance & Nominating Committee.

Our website is not part of this proxy statement; references to our website address in this proxy statement are intended to be inactive textual references only.

BOARD OF DIRECTORS INDEPENDENCE

Our Corporate Governance Guidelines provide that a majority of our Board of Directors shall consist of independent directors who meet the criteria for independence required by the NYSE listing standards. A director will be considered independent if our Board of Directors affirmatively determines that the director has no material relationship with us (directly, or as a partner, stockholder, or officer of an organization that has a relationship with us). In assessing the materiality of a relationship, our Board of Directors considers all relevant facts and circumstances. In addition to the independence standards established by the NYSE, we have adopted categorical standards under the Corporate Governance Guidelines designed to assist our Board of Directors in assessing independence. Under these standards, none of the following relationships necessarily disqualifies a director or nominee from being considered “independent”:

 

•

A director’s or a director’s immediate family member’s ownership of five percent or less of the equity of an organization that has a relationship with us;

 

•

A director’s service as an executive officer of or employment by, or a director’s immediate family member’s service as an executive officer of, a company that makes payments to or receives payments from us for property or services in an amount which, in any of the last three fiscal years, is less than the greater of $1 million or two percent of such other company’s consolidated gross revenues; or

 

•

A director’s service as an executive officer of a charitable organization that received annual contributions from the Company that have not exceeded the greater of $1 million or two percent of such charitable organization’s annual gross revenues in any of such charitable organization’s last three fiscal years.

Our Board of Directors reviewed and analyzed the independence and each nominee for director in January 2021 to determine whether any particular relationship or transaction involving any director, or any director’s affiliates or immediate family members, was inconsistent with a determination that the director is independent for purposes of serving on our Board of Directors and its committees. During this review, our Board examined transactions and relationships between directors or their affiliates and family members and Church & Dwight. As a result of this review, in January 2021, our Board affirmatively determined that each of James R. Craigie, Bradley C. Irwin, Penry W. Price, Susan G. Saideman, Ravichandra K. Saligram, Robert K. Shearer, Janet S. Vergis, Arthur B. Winkleblack and Laurie J. Yoler is independent within the meaning of the NYSE listing standards and

 

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		CORPORATE GOVERNANCE

 

under the categorical standards described in the Corporate Governance Guidelines. Our Board also determined that Robert D. Leblanc, who served on the Board until the conclusion of our 2020 Annual Meeting of Stockholders, was an independent director.

Our Board of Directors has further determined that each of the members of the Audit Committee, Compensation & Organization Committee, and Governance & Nominating Committee is independent within the meaning of the NYSE listing standards, and that the members of the Audit Committee and the Compensation & Organization Committee meet the additional independence requirements of the NYSE listing standards applicable to audit committee members and compensation committee members, respectively. In addition, the members of the Compensation & Organization Committee are “non-employee directors” as defined under applicable SEC rules.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

None of the directors who served on the Compensation & Organization Committee in fiscal year 2020 has ever served as one of our officers or employees. In addition, none of the directors who served on the Compensation & Organization Committee had any relationship with us or any of our subsidiaries during fiscal year 2020 pursuant to which disclosure would be required under applicable rules and regulations of the SEC pertaining to the disclosure of transactions with related persons. During fiscal year 2020, none of our executive officers served as a member of the compensation committee (or other committee performing similar functions or, in the absence of any such committee, the entire board of directors), of any other entity of which an executive officer of such other entity served on our Board of Directors or the Compensation & Organization Committee.

EXECUTIVE SESSIONS OF INDEPENDENT DIRECTORS

Our Board of Directors meets in regularly scheduled executive sessions without any members of our management, including the CEO, present. The Lead Director, currently Mr. Irwin, is responsible for chairing the executive sessions of our Board of Directors. In addition, each of the Compensation & Organization, Governance & Nominating and Audit Committees regularly meet alone in scheduled executive sessions without any members of our management, including the CEO, present.

BOARD OF DIRECTORS RISK OVERSIGHT

Our Board of Directors, acting principally through the Audit Committee, is actively involved in the oversight of the significant risks affecting our business. Our Board of Directors’ and the Audit Committee’s risk oversight activities are focused on management’s risk assessment and management processes, as well as on our ethics and compliance program.

Our Internal Audit department administers a vigorous risk assessment effort every other year, in collaboration with all of our directors and executive officers. This process is designed to identify and rank the most significant risks that affect our Company, including consideration of a large number of risks associated with companies in the consumer products industry. The assessed risks encompass, among others, economic, industry, enterprise, operational, cybersecurity, data privacy, compliance, sustainability and environmental, social and governance (“ESG”) (including climate change) and financial risks. Our President and Chief Executive Officer assigns an executive officer to lead the management of each of those risks identified as among the most significant. As part of the risk management process, our Internal Audit department annually prepares an Internal Audit project plan under which it reviews activities directed to mitigate business and financial related risks. This plan is subject to Audit Committee approval.

Our Director, Internal Audit (“Internal Audit Director”) meets quarterly with our executive officers to assess any changes in the magnitude of identified risks, as well as the status of mitigation activities with regard to the most significant risks. Our Internal Audit Director reports directly to the Audit Committee and advises the Audit Committee on a quarterly basis regarding management’s risk assessment process and the progress of mitigation activities designed to facilitate the maintenance of risk within acceptable levels. The Audit Committee, in turn, reports to our Board of Directors with regard to these matters on a quarterly basis. Our Board of Directors also receives quarterly updates on cybersecurity risks from our Vice President, Global CIO.

 

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Our Executive Vice President and General Counsel leads our ethics and compliance risk oversight program through the Compliance Council, which is comprised of various functional representatives and compliance subject matter experts. The Compliance Council meets regularly to review the health of the program, opportunities for improvement, and the status of execution against agreed program priorities. Our Executive Vice President and General Counsel also meets regularly with the Audit Committee, either alone or together with subject matter experts from the Compliance Council, to review the health of our compliance and ethics program, its priorities, and the status of execution against those priorities. Annually, our Executive Vice President and General Counsel provides a comprehensive review of the compliance and ethics program to our Board of Directors, and supplements this review, from time to time, as requested by our Board of Directors or as appropriate with respect to specific compliance risk areas or issues.

Our Executive Vice President and General Counsel and Executive Vice Presidents of Global Research & Development, Global Operations and Global Human Resources lead our sustainability and ESG program through the Corporate Issues Council (the “Council”) which is comprised of various functional representatives and subject matter experts. The Council meets regularly to review the health of the program, opportunities for improvement, and the status of execution against agreed program priorities. Our Executive Vice President and General Counsel also meets regularly with the Governance & Nominating Committee, together with subject matter experts from the Council, to review the health of our sustainability and ESG program, its priorities, and the status of execution against those priorities. The Chair of our Governance & Nominating Committee reviews the status of our sustainability and ESG program with our Board of Directors at each regularly scheduled Board meeting, and supplements this review, from time to time, as requested by our Board of Directors or as appropriate with respect to specific sustainability and ESG matters, other than those related to human capital matters, including diversity, equity and inclusion, which are overseen by the Compensation & Organization Committee and reported on to the Board by the Chair of that Committee.

In addition to the efforts of our Board of Directors and the Audit Committee to address risk oversight, the Compensation & Organization Committee annually reviews our compensation policies and practices to confirm that such compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on our Company. As a result of its most recent review in 2020, the Compensation & Organization Committee concluded that our incentive compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us for the following reasons:

 

•

Awards are earned based on achievement of corporate performance objectives under the Annual Incentive Plan.

 

•

The four 2020 performance metrics selected under our Annual Incentive Plan were counterbalanced so that, for example, an undue focus on net sales at the expense of gross margins would not result in a higher payout.

 

•

We cap maximum awards under the Annual Incentive Plan. The Annual Incentive Plan uses a performance rating system which corresponds to a payout range from 0.0 (0 percent of target) to a maximum of 2.0 (200 percent of target), which limits the potential for excessive emphasis on short-term incentives.

 

•

Stock options constitute a substantial portion of an executive’s total remuneration and vest as to all underlying shares on the third anniversary of the date of grant. This structure encourages a longer-term focus and rewards our executives only if the price of our common stock appreciates above the exercise price of the stock option.

 

•

Annual stock option grants result in overlapping three-year vesting periods, which reduces the risk of an inappropriate focus on one vesting date and which encourages continued retention and incentives.

 

•

Our stock ownership guidelines require that our executives hold a significant amount of our common stock to further align their interests to the interests of our stockholders on a long-term basis.

 

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Our Board of Directors believes that our compensation system, our division of risk oversight responsibilities, and our Board of Directors’ leadership structure comprise and support the most effective risk management approach.

BOARD OF DIRECTORS LEADERSHIP STRUCTURE

The Corporate Governance Guidelines provide that our Board of Directors may determine from time to time what leadership structure works best for our Company, including whether the same individual should serve both as Chairman of our Board of Directors and Chief Executive Officer. In addition, the guidelines provide that if the same individual serves as Chairman of our Board of Directors and CEO, or the Chairman is otherwise not independent, our Board of Directors shall have an independent Lead Director, as selected by the independent members of the Board.

The Board of Directors believes the most effective leadership structure for the Company at this time is one with a combined Chairman and CEO, coupled with an independent Lead Director. Having a combined Chairman and CEO promotes a cohesive vision and strategy for the Company and enhances our ability to execute effectively. We have found that this structure fosters leadership and communication advantages and efficiencies. Mr. Farrell, our current Chairman and CEO, is in an optimal position to identify, and to lead Board discussions on, important matters related to our business operations and related risk. Mr. Farrell’s in-depth knowledge of our strategic priorities and operations enables him to facilitate effective communication between management and our Board of Directors and ensure that key issues and recommendations are brought to the attention of our Board of Directors and management. We believe that Mr. Farrell is an effective spokesperson for management and our Board of Directors by serving in both positions. The Board created the Lead Director role as an integral part of a leadership structure that promotes strong, independent oversight of the Company’s management and affairs. Mr. Irwin has served as the Lead Director since January 2020. The Lead Director presides over executive sessions and has the authority to call executive sessions. The Lead Director also consults with the entire Board of Directors and with our Chairman, President and CEO and our Secretary on Board of Directors meeting agendas. In addition, the Lead Director acts as a contact person to facilitate communications between employees, stockholders, and others with the independent directors.

We believe that the presence of a Lead Director enhances the ability of our Board of Directors to provide additional independent oversight and supplements the following corporate governance practices, which also facilitate independent oversight:

 

•

All of our directors, other than our Chairman, President and CEO, are independent.

 

•

All of the members of the Audit Committee, Compensation & Organization Committee, and Governance & Nominating Committee are independent.

 

•

Our Board of Directors and each of its standing committees meet in regularly scheduled executive sessions without the presence of management.

 

•

Our Board of Directors completes an annual assessment of the effectiveness of the full Board of Directors, each of its standing committees, and individual directors.

COMMUNICATION WITH THE BOARD OF DIRECTORS

While management has primary responsibility for stockholder engagement, our Board of Directors is regularly informed about management’s stockholder engagement efforts as part of its oversight role and is committed to enhancing stockholder value and to considering requests from our stockholders that will help us achieve this goal. Our stockholder engagement practices and controls, which are designed to support our commitment to constructive communications between our stockholders and the independent directors, include the ability of our stockholders to attend the Annual Meeting, an annual advisory vote on executive compensation (“say-on-pay”), the ability to submit stockholder proposals and recommend candidates for election to our Board, and the ability to communicate directly with our Board of Directors.

 

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Our Lead Director acts as a contact person to facilitate communications between employees, stockholders and others with the independent directors. The Lead Director is responsible for ensuring that stockholder requests, recommendations, and proposals regarding governance-related matters are evaluated by the Governance & Nominating Committee, the Compensation & Organization Committee, or Audit Committee, as appropriate, and then by our Board of Directors based on the applicable Committee’s recommendation.

Any person who wishes to communicate with our Board of Directors, including the Lead Director or the independent directors as a group, may direct a written communication to our Board of Directors, the Lead Director, or the independent directors, at: Church & Dwight Co., Inc., Princeton South Corporate Park, 500 Charles Ewing Boulevard, Ewing, New Jersey 08628, Attention: Secretary. Such correspondence (other than solicitations) will be logged in and forwarded to the Lead Director.

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

Committees of the Board of Directors

The Board has four standing committees as set forth in the table below, as well as a Finance Committee that meets on an ad hoc basis. During 2020, each incumbent director attended at least 75 percent of the aggregate number of meetings held by our Board and all Board committees on which such director served.

 

Director		Board		Audit		Compensation and Organization		Governance and Nominating		Executive
James R. Craigie		✓
Matthew T. Farrell		Chair								Chair
Bradley C. Irwin		Lead Director				✓		✓		✓
Penry W. Price		✓		✓		✓
Susan G. Saideman		✓		✓
Ravichandra K. Saligram		✓						Chair		✓
Robert K. Shearer		✓		Chair						✓
Janet S. Vergis		✓		✓				✓
Arthur B. Winkleblack		✓				Chair				✓
Laurie J. Yoler		✓				✓		✓
Number of Meetings in 2020		12		5		4		8		0

Although we do not have a formal policy requiring attendance of directors at our Annual Meetings, we expect all directors to attend the Annual Meeting absent exceptional circumstances. All incumbent directors attended the 2020 Annual Meeting.

Audit Committee.    Under its Charter, the Audit Committee, among other responsibilities, (i) has sole authority to retain, set compensation and retention terms for, terminate, and oversee and evaluate the activities of, our independent registered public accounting firm; (ii) reviews and approves in advance the performance of all audit and permitted non-audit services, subject to the pre-approval policy discussed below under “Pre-Approval of Audit and Permissible Non-Audit Services”; (iii) reviews and discusses with management and our independent registered public accounting firm the annual audited financial statements and quarterly financial statements and certain other disclosures included in our filings with the SEC; (iv) reviews and discusses with management earnings press releases prior to their release; (v) discusses with management, internal audit personnel, and our independent registered public accounting firm, our risk assessment and risk management policies, including our major financial risk exposures and the security of the Company’s computerized information systems, including cybersecurity; (vi) oversees the internal audit function; (vii) discusses with management, internal audit personnel,

 

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and our independent registered public accounting firm the adequacy and effectiveness of our financial reporting processes, internal control over financial reporting, and disclosure controls and procedures; and (viii) oversees the adoption, periodic review, and oversight of policies and procedures regarding business conduct and oversees our compliance and ethics program.

Our Board of Directors has determined that each of Mr. Shearer and Mr. Winkleblack is an “audit committee financial expert” within the meaning of SEC regulations.

The Audit Committee has established procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls and auditing matters and the receipt of confidential, anonymous submissions by our employees with respect to concerns regarding potential violations of our compliance and ethics program, including questionable accounting or auditing matters. Such complaints and submissions may be made by writing to the following address: Church & Dwight Co., Inc., Princeton South Corporate Park, 500 Charles Ewing Boulevard, Ewing, New Jersey 08628, Attention: Secretary. Complaints may also be made via the Internet at www.churchdwight.ethicspoint.com, or by calling our toll-free hotline. The Audit Committee regularly receives reports regarding potential violations of our compliance and ethics program and oversees certain investigations relating thereto. The number for calls placed within the United States and Canada is (855) 384-9879. The numbers for calls placed in other countries may be found on the Internet at www.churchdwight.ethicspoint.com. Such correspondence will be logged in and forwarded to the Chair of the Audit Committee or his/her designated delegates, who provide the Audit Committee with regular reports.

Compensation & Organization Committee.    Under its Charter, the Compensation & Organization Committee is responsible for approving the specific salary, bonuses, stock awards, and other compensation for our elected officers, which includes our named executive officers identified in the Summary Compensation Table on page 62. The Compensation & Organization Committee also, among other responsibilities, (i) oversees the design of our executive compensation programs, policies, and practices; (ii) reviews and approves the adoption, termination, and amendment of, and administers, our incentive and equity compensation plans; (iii) reviews and approves annually corporate goals and objectives as they relate to CEO and other executive officer compensation; (iv) evaluates at least annually the performance of the CEO and the other executive officers and establishes their respective compensation; (v) evaluates whether our compensation policies and practices for our executive officers and other employees create risks that are reasonably likely to have a material adverse effect on us; (vi) collaborates with the Governance & Nominating Committee, regarding recommendations to our Board of Directors concerning executive officer succession; (vii) collaborates with the Governance & Nominating Committee, regarding recommendations to our Board of Directors concerning non-employee director compensation; and (viii) recommends to the Board the development, selection, retention, and dismissal of elected officers. The Compensation & Organization Committee also reviews human capital matters with respect to the Company, including, but not limited to, the development, attraction, and retention of Company personnel, employee diversity, equity and inclusion, and internal communication programs.

In considering executive compensation, the Compensation & Organization Committee considers the executive compensation recommendations as well as the comparative public company data provided by independent compensation consultants engaged directly by the Compensation & Organization Committee. Semler Brossy Consulting Group, LLC (“Semler Brossy”) serves as the Compensation & Organization Committee’s independent compensation consultant and does not provide any other services to us. See “Compensation Discussion and Analysis” for additional information regarding the services provided by Semler Brossy and information considered by the Compensation & Organization Committee. The Compensation & Organization Committee also takes into account statistical data and recommendations of our CEO. However, our CEO does not make recommendations regarding his own compensation.

Governance & Nominating Committee.    Under its Charter, the Governance & Nominating Committee, among other responsibilities, (i) develops and periodically reviews, and recommends to our Board of Directors, criteria for the selection of new directors to serve on our Board of Directors; (ii) identifies individuals qualified to become members of our Board of Directors consistent with our Board of Directors’ criteria for selecting new

 

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directors set forth in the Corporate Governance Guidelines; (iii) recommends to our Board of Directors, director nominees to be elected at the next annual meeting of stockholders and, where applicable, to fill vacancies; (iv) considers and makes recommendations to our Board of Directors on questions of independence and possible conflicts of interest of members of our Board of Directors and executive officers in accordance with the Corporate Governance Guidelines; (v) in collaboration with the Compensation & Organization Committee, makes recommendations to our Board of Directors concerning executive officer succession; (vi) oversees Board of Directors and committee evaluations; (vii) makes recommendations to our Board of Directors regarding corporate governance matters; (viii) in consultation with the Compensation & Organization Committee, periodically reviews and makes recommendations to our Board of Directors regarding the compensation of our non-employee directors, and the principles upon which such compensation is determined; and (ix) oversees the Company’s ESG and sustainability program, including, but not limited to, the Company’s climate change policies and programs (other than those related to human capital matters, including diversity, equity and inclusion, which are overseen by the Compensation & Organization Committee).

The Governance & Nominating Committee recommends to our Board of Directors candidates for nomination to our Board of Directors. When considering individuals to recommend for nomination, the Governance & Nominating Committee seeks persons with diverse backgrounds who possess the following characteristics: integrity, education, commitment to our Board of Directors, business judgment, business experience, accounting and financial expertise, diversity, reputation, civic and community relationships, high performance standards, and the ability to act on behalf of stockholders.

The Governance & Nominating Committee will consider recommendations for director candidates from stockholders. Stockholder recommendations of candidates should be submitted in writing to: Church & Dwight Co., Inc., Princeton South Corporate Park, 500 Charles Ewing Boulevard, Ewing, New Jersey 08628, Attention: Secretary. In considering any candidate proposed by a stockholder, the Governance & Nominating Committee will reach a conclusion as to whether to recommend such candidate to our Board of Directors based on the criteria described above. The Governance & Nominating Committee may seek additional information regarding the candidate. After full consideration, the stockholder recommending the candidate will be notified of the decision of the Governance & Nominating Committee (and of our Board of Directors, if the candidate is recommended to our Board of Directors for consideration). The Governance & Nominating Committee will consider all potential candidates in the same manner regardless of the source of the recommendation.

As highlighted in our Corporate Governance Guidelines, the Board values diversity and recognizes the importance of having unique and complementary backgrounds and perspectives in the board room. The Board endeavors to include diverse skills, professional experience, perspectives, age, race, ethnicity, gender and cultural backgrounds that reflect our consumer and investor base, and to guide the Company in a way that reflects the best interests of all our stockholders. The Board’s overall diversity is a significant consideration in the director nomination process. The Governance & Nominating Committee reviews the director nominees (including any stockholder nominees) and ascertains whether, as a whole, they meet the Corporate Governance Guidelines in this regard. For this year’s election, the Board has nominated 10 individuals who bring valuable diversity to the Board. Their collective experience covers a wide range of roles, geographies, and industries. Of these 10 director nominees three are women and one is diverse. In 2020, the Board renewed its commitment to having a diverse board and is committed to using refreshment opportunities to strengthen the Board’s diversity. To accomplish this, the Governance & Nominating Committee will continue to require that search firms engaged by the Company include a robust selection of women and racially/ethnically diverse candidates for serious consideration in all prospective director candidate pools. In addition, the Governance & Nominating Committee is committed to considering the candidacy of women and racially/ethnically diverse candidates for all future vacancies on the Board. The Board has also modified its age and tenure restrictions to increase refreshment of the Board and opportunities to add new and diverse Board members. The new guidelines require that existing Board members retire on the earlier of reaching age 72, or twenty years on the Board and, new Board members retire on the earlier of reaching age 72 or fifteen years on the Board. The Board also believes that tenure diversity should be considered in order to achieve an appropriate balance between the detailed Company-knowledge and wisdom that comes with many years of service, and the fresh perspective of newer Board members. We believe that our

 

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current Board has an appropriate balance of experienced and newer directors, with tenure of the current directors averaging nine years down from eleven years prior to Mr. LeBlanc’s retirement. The Governance & Nominating Committee balances all of the above considerations when assessing the composition of our Board of Directors. The Governance & Nominating Committee may engage the services of third-party search firms to assist in identifying and assessing the qualifications of director candidates.

Executive Committee.    The Executive Committee may exercise the authority of our Board of Directors, except as specifically reserved by Delaware law to our Board of Directors or as our Board of Directors otherwise provides.

Finance Committee.    The Board also has a Finance Committee, which meets on an ad hoc basis. The Finance Committee reviews financing and capital markets issues but has no decision autonomy. Mr. Winkleblack is chair of the Finance Committee. Messrs. Irwin, Saligram and Shearer also serve on the Finance Committee.

SUCCESSION PLANNING

Our Board of Directors recognizes that one of its most important duties is to ensure excellence and continuity in our senior leadership by overseeing the development of executive talent and planning for the effective succession of the Chairman of our Board of Directors and our CEO and other senior members of executive management. Our CEO and other senior executive succession planning process includes identifying external candidates and identifying and developing potential internal candidates on an ongoing basis. Our succession planning process was evidenced in 2020, when we appointed internal candidate Rene M. Hemsey as our new Executive Vice President, Global Human Resources and external candidate Joseph J. Longo as the Company’s principal accounting officer after his predecessor, Steve Katz, provided 12 months’ notice of his intention to retire at the end of 2020. Most recently, our succession planning process was evidenced when Steven P. Cugine, our Executive Vice President, International and Global New Products Innovation, communicated his intention to retire in the second quarter of 2021, allowing us sufficient time to evaluate internal and external candidates to succeed him. Mr. Barry A. Bruno, an internal candidate, became Mr. Cugine’s successor, as Executive Vice President, International, effective January 2021.

The criteria used when assessing the qualifications of potential CEO successors are included on a position specification developed by our Board of Directors. Our Board of Directors is committed to being prepared for a planned or unplanned change in our leadership in order to ensure our stability.

In continuation of this process, the Governance & Nominating Committee, in collaboration with the Compensation & Organization Committee, agrees upon and recommends to the Board a succession plan for our CEO and other senior members of executive management in the ordinary course of business and in emergency situations. Through this process, our Board of Directors receives from our CEO and the Executive Vice President, Global Human Resources qualitative evaluations of, and recommendations concerning, potential successors to our CEO and our other senior executives, along with a review of any development plans recommended for such individuals. At least once annually, our Board of Directors reviews our succession plans. Succession planning is also regularly discussed in executive sessions of our Board of Directors and in committee meetings, as applicable. Our directors become familiar with internal potential successors for key leadership positions through various means, including a comprehensive annual talent and succession review, Board of Directors and committee meeting presentations, and less formal interactions throughout the course of the year.

CODE OF CONDUCT

We have adopted a Code of Conduct that applies to all employees and directors of Church & Dwight and our global subsidiaries. Among other things, the Code of Conduct is designed to deter wrongdoing and to promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, promote full, fair, accurate, timely and understandable disclosures in periodic reports we are required to file, promote compliance with applicable governmental laws, rules, and regulations and promote a harassment-free work environment. The Code of Conduct requires the prompt internal

 

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reporting of violations of the Code of Conduct and contains provisions regarding accountability for adherence to the Code of Conduct. The Code of Conduct is available on the “Investors” page of our website at www.churchdwight.com. We are committed to satisfying the disclosure requirements regarding any amendment to, or waiver from, a provision of the Code of Conduct, including the conduct of an executive officer or member of our Board, by making disclosures concerning such matters available on the “Investors” page of our website. See “Corporate Governance and Other Board Matters—Board of Directors Meetings and Committees—Audit Committee” for a summary of our procedures for the submission, receipt, retention, and treatment of complaints with respect to concerns regarding potential violations of our compliance and ethics program. Confidentiality terms in our settlement agreements with employees comply with all federal and state laws regarding limitations on confidentiality provisions and explicitly permit employees to report to government agencies and participate in government proceedings. Moreover, it is our practice not to use arbitration clauses in agreements with employees.

SUSTAINABILITY AND ESG

Our Board of Directors, acting principally through its Governance & Nominating Committee, oversees our sustainability and ESG efforts. Our Governance & Nominating Committee facilitates oversight of all aspects of ESG and sustainability, other than those overseen by our Compensation & Organization Committee and Audit Committee, and focuses on governance, brands, products, packaging, responsible sourcing and environmental aspects of ESG. Our Compensation & Organization Committee focuses on human capital matters, including diversity, equity and inclusion. Our Audit Committee focuses on our compliance and ethics program.

While management has primary responsibility for stakeholder engagement, our Board of Directors, through its committees and as part of the strategic planning process, is regularly informed about and oversees these efforts. Our Independent Lead Director is responsible for ensuring that stockholder sustainability requests, recommendations and proposals are evaluated by the Governance & Nominating Committee, additional committees of the Board as appropriate, and then by the Board of Directors, if needed.

We maintain a strong heritage of commitment to people and the planet and believe that sustainable operations are both financially beneficial and critical to the health of the communities in which we operate. Accordingly, each year we publish a Sustainability Report that highlights our business and corporate responsibility commitments by detailing our financial, environmental, social and governance performance, including our metrics and targets. Our 2019 Sustainability Report (“Sustainability Report”) is available on our “Responsibility” page on our website, and our 2020 Sustainability Report will be available in April of 2021.

Our global sustainability platform is one of our leadership strategies, which we have derived from our heritage and organizational values. The following six pillars are the core focus of our sustainability efforts and, as applicable, are identified with the ESG priorities with which our pillars primarily correspond:

 

•

Our Brands: Delight consumers with our brands and contribute towards a more sustainable world (Environmental and Social).

 

•

Products: Provide safe and effective products for consumers and the environment (Environmental and Social).

 

•

Packaging: Utilize consumer friendly and environmentally responsible packaging (Environmental).

 

•

Employees and Communities: Embrace the principles of diversity, equity and inclusion and good corporate citizenship and social responsibility within the communities we can impact (Social).

 

•

Responsible Sourcing: Improve our suppliers’ environmental, labor, health & safety and ethical practices (Environmental and Social).

 

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•

Environment: Minimize environmental impact of our global operations, with a focus on increased renewable energy usage, reduced water consumption, greenhouse gas emissions and solid waste to landfills (Environmental).

In 2020, our continued progress in key areas of sustainability earned recognition from various third parties, including Newsweek’s America’s Most Responsible Companies Top 100 List, the EPA’s Green Power Partnership Top 100 list, and the FTSE4Good Index Series, among others.

Our governance focus includes the processes, resources and systems in support of our sustainability and ESG efforts, as well as our corporate governance, which is separate from our sustainability program, all as described in this Proxy Statement and will be described in our 2020 Sustainability Report.

The Council guides the integration of sustainability with all parts of our business and drives continuous improvement in our sustainability approach and performance. The Council is comprised of senior executives representing all of our key functional areas, including Human Resources, Law, Global Operations, Research & Development, Marketing and Sales. The Council takes the lead in defining and implementing our sustainability strategies across the six pillars of our global sustainability program. Its duties include allocating resources to appropriately address sustainability issues; reporting on our progress to drive continuous improvement in our sustainability approach and performance; and monitoring, prioritizing and addressing evolving standards and stakeholder requirements.

Human Capital

Overview

We take great pride in fostering an enduring culture of “doing well by doing good.” By having the opportunity to make meaningful contributions to society, each of our employees can help create a stronger, more resilient company while contributing to a better world. In their everyday work, employees embody our core values of integrity, quality, commitment and innovation, and in doing so, directly contribute to our long-standing character and reputation.

Safety and Wellness

Employee safety remains our top priority. We develop and administer company-wide policies to ensure the safety of each team member and compliance with OSHA standards. In 2020, we implemented COVID-19 protocols across all locations in response to the pandemic, to ensure both the safety of our employees and compliance with federal and local requirements and guidelines.

Our Employees

As of December 31, 2020, we had approximately 5,100 global employees. Approximately 87% of our workforce is located in the Americas, 10% in Europe, Middle East, and Africa, and 3% in the Asia-Pacific region. About 50% of our employees are salaried and about 50% are paid hourly wages. During fiscal 2020, our turnover rate was approximately 14.9%. Our revenue per employee in fiscal 2020 was approximately $958,000.

Diversity, Equity and Inclusion

We embrace the diversity of our employees and believe that a diverse workforce reflective of our consumer base fosters innovation and cultivates an environment filled with unique perspectives. As a result, diversity, equity and inclusion (“DEI”) are critical to help the Company meet the needs of its customers and consumers around the world. As of December 31, 2020, females represented 40.6% of our global workforce. We strive to cultivate a culture and processes that supports and enhances our ability to recruit, develop and retain diverse talent at every level.

We have established a Diversity & Inclusion Council that provides strategic direction, guidance and advocacy for our DEI initiatives which is led by our Chief Executive Officer and our Director, Diversity & Inclusion

 

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and includes diverse employees at every level from around the world. Our Board of Directors, acting principally through its Compensation & Organization Committee, oversees our DEI efforts.

Hiring, Development and Retention

Our talent strategy is focused on attracting the best talent and recognizing and rewarding performance, while continually developing, engaging and retaining our talented employees.

We invest resources in professional development and growth as a means of improving employee performance and improving retention. This includes our bi-annual “LEAP” (Leadership Empowerment Achievement Program), which is aimed at continuous learning, professional training and development opportunities, targeted leadership development courses for new and existing leaders of different levels of seniority, tuition reimbursement, and job specific programs for our employees.

Compensation and Benefits

As part of the Company’s overall effort to attract, develop and retain talented employees, our compensation programs are designed to align the compensation of our employees with our and their performance, and to provide the proper incentives to attract, retain and motivate employees to achieve superior results. Moreover, our policies and procedures are designed to ensure compensation is fair for employees with the same job, at the same level, location and performance. These include utilizing pay grades for appropriate job groupings, making pay decisions based on relevant factors, such as education, experience, and performance, and subjecting pay decisions to higher levels of leadership and Human Resources review to ensure those decisions are fair, equitable and align with the Company’s equal employment opportunity policies and objectives.

Employees are eligible for health insurance, prescription drug benefits, dental, vision, hospital indemnity, accident, critical illness, and disability insurance, life insurance, health savings accounts, flexible spending accounts, reproductive rights coverage, and identity theft insurance.

Communities

We encourage our employees to become involved in their communities, and in 2020, our Employee Giving Fund supported our communities by providing $1.2 million to 205 deserving organizations through annual grants, disaster relief, and other monetary support. Employees purchased back-to-school supplies online to support disadvantaged youth, donated clothes and non-perishable items for clothing and food drives and provided supplies for a summer camp and holiday dinner for families in need. In addition, the Company has contributed approximately $4.8 million to our communities, which includes the retail value of product donations, delivering masks and hand sanitizers to hospitals where we live, donating to local food banks, and supporting local food establishments with gift certificates.

 

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COMPENSATION OF DIRECTORS

In 2020, our directors’ fees, other than the CEO, consisted of the following:

 

Annual Retainer 2020
•		Lead Director			$142,000
•		Chairperson of the Audit Committee			$140,000
•		Chairperson of the Compensation & Organization Committee			$135,000
•		Chairperson of the Governance & Nominating Committee			$132,500
•		Other non-employee directors			$120,000
Annual Equity 2020
•		Annual Equity Grant			$140,000
Special Assignment 2020
•		Special Assignment (Per Meeting)			$    2,000

The table above does not include a separate annual retainer for the Board Chair, as the Board Chair is currently our Chief Executive Officer and he receives no additional compensation for his service on the Board.

We pay fees to our directors in accordance with the Amended and Restated Compensation Plan for Directors (as amended), (the “Compensation Plan for Directors”). Any fees payable to our directors under the Compensation Plan for Directors may be deferred in accordance with our Deferred Compensation Plan for Directors, provided that a timely election is made by the director seeking such deferral. We also provide annual stock option awards to our directors under the Amended and Restated Omnibus Equity Compensation Plan (as amended) (the “Omnibus Equity Compensation Plan”). All of these arrangements are described in further detail below.

Compensation Plan for Directors.    Our Compensation Plan for Directors became effective as of January 1, 2015 and provides for the payment of fee-based compensation (i.e., an annual retainer and any special assignment meeting fees) and annual equity grants to our directors who are not full-time employees of the Company. Special assignment meeting fees are paid in consideration for attendance at meetings with respect to certain non-scheduled activities and projects requested by the Board. No special assignment meeting fees were paid in fiscal year 2020. The annual retainer amount is pro-rated for any director with less than a full year of service. Ms. Saideman received a pro-rated portion of the Board retainer for her services which commenced on July 1, 2020.

The Compensation Plan for Directors provides each director with the choice of receiving his or her fee-based compensation (i) 100 percent in cash if that director has fully satisfied the Company’s Stock Ownership Guidelines for Directors, (ii) 50 percent in cash and 50 percent in shares of our common stock if specifically elected by a director or (iii) 100 percent in shares of our common stock (the default method of payment). For 2020, all directors (other than Ms. Saideman, who joined the Board in July 2020) made their elections for how to receive their fee-based compensation in December 2019. Ms. Saideman made her election within 30 days of commencing service. To determine the number of shares a director is entitled to receive under the Compensation Plan for Directors, the annual retainer or special assignment meeting fee amount (as applicable) is divided by the closing price of a share of our common stock as reported on the NYSE on the applicable payment date.

Annual Equity Grants for Directors.    The Compensation Plan for Directors provides that, unless otherwise established by our Board of Directors, equity grants to our non-employee directors will be made annually on the same date each year that we make annual equity grants to our employees (which date occurs on the Monday falling most closely to the midpoint between the dates of our first and second quarter earnings releases). A new director will receive his or her initial equity grant on the date such individual commences service

 

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CORPORATE GOVERNANCE

 

with us as a director. In 2020, as in prior years, the annual equity grants were comprised of stock option awards granted under the Omnibus Equity Compensation Plan. All shares underlying the stock options granted to non-employee directors vest in full on the third anniversary of the grant date, subject to the director’s continued service on our Board of Directors and have a ten-year term. Upon any cessation of service due to death or disability, the stock options (to the extent unvested) continue to vest and all unexercised options remain outstanding until the third anniversary of such death or disability (or earlier until expiration of the option term). For any director who retires after serving on our Board of Directors for at least six years, the stock options (to the extent unvested) continue to vest and all unexercised options remain outstanding for the remainder of the option term. No non-employee director may receive more than one equity grant in any calendar year.

Deferred Compensation Plan for Directors.    The Deferred Compensation Plan for Directors provides an opportunity for our directors to defer payment of all or a portion of their respective director fees into a notional account until after termination of service. A director electing to defer payment must decide whether to receive the deferred payment in a lump sum or in annual installments over a period of up to 10 years. A director must make any of the foregoing elections prior to the beginning of the calendar year for which the deferred fees are earned. Also, newly elected directors may make such election within 30 days of becoming a director. A director’s election is deemed to remain in effect with respect to the following year unless the director revokes or changes such election prior to the commencement of such following year. Following a termination of service, the director generally receives a number of shares of our common stock in accordance with his or her timely filed election, either in a lump sum or in annual installments over a period of up to 10 years, equal to the number of notional shares then outstanding in the director’s deferred compensation account under the plan. On a change in control, any and all deferred accounts (including any account being paid in installments) will be immediately distributed. The number of notional shares represented by amounts in a participating director’s account is set forth below in the table captioned “Securities Ownership of Certain Beneficial Owners and Management” on page 37.

2021 Director Compensation.    On October 27, 2020, the Governance & Nominating Committee, in consultation with the Compensation & Organization Committee, reviewed the compensation of our non-employee directors, to determine if any changes were appropriate for fiscal 2021. As part of their review, the Committees consulted with Semler Brossy, the independent compensation consultant retained by the Compensation & Organization Committee. As part of its analysis of our non-employee director compensation program, Semler Brossy examined how the total compensation and each element of our program compared to the director compensation programs of our Compensation Peer Group, as identified and discussed in more detail on pages 48-50. The Governance & Nominating Committee targets the total compensation paid to our non-employee directors at a level that approximates the 50th percentile of the compensation paid to non-employee directors of the Compensation Peer Group. Based on its analysis, Semler Brossy concluded that the total compensation paid to our non-employee directors was generally aligned with the median of the director compensation of the Compensation Peer Group, and, based upon its review, the Governance & Nominating Committee recommended to the Board that no changes be made to the amount or structure of our Board of Director compensation program for fiscal year 2021.

 

	32			Church & Dwight Co.  |  2021 Proxy Statement

		CORPORATE GOVERNANCE

 

The following table provides information regarding compensation paid to our non-employee directors in 2020.

2020 DIRECTOR COMPENSATION TABLE

 

Name		Fees Earned or Paid in Cash ($)				Stock Awards ($)(1)				Option Awards ($)(1)(2)				All Other Compensation				Total ($)
James R. Craigie			120,000				—				140,000				—				260,000
Bradley C. Irwin			—				140,167				140,000				—				280,167
Penry W. Price			—				120,000				140,000				—				260,000
Susan G. Saideman			—				70,000	(3)			140,000				—				210,000
Ravichandra K. Saligram			—				132,500				140,000				—				272,500
Robert K. Shearer			70,000				70,000				140,000				—				280,000
Janet S. Vergis			—				120,000				140,000				—				260,000
Arthur B. Winkleblack			135,000				—				140,000				—				275,000
Laurie J. Yoler			—				120,000				140,000				—				260,000

 

(1)

The amounts shown for stock awards relate to directors’ fees paid in shares of our common stock, including directors’ fees deferred by directors under the Deferred Compensation Plan for Directors into notional investments in our common stock. The amounts shown for option awards related to stock options granted under the Omnibus Equity Compensation Plan. These amounts are based upon the grant date fair value of awards calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). The assumptions used in determining these amounts are set forth in note 12 to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on February 18, 2021.

 

See “Compensation Plan for Directors” and “Deferred Compensation Plan for Directors” for information regarding the computation of the number of shares or notional shares provided to a director in payment of director fees. Two directors deferred payment of all or a portion of their 2020 fees under the Deferred Compensation Plan for Directors, as follows: Mr. Saligram, $132,500; and Mr. Shearer, $70,000. As of December 31, 2020, none of our directors held any unvested stock awards.

 

(2)

At December 31, 2020, the number of shares of our common stock underlying options held by each of the directors listed in the table was: Mr. Craigie, 2,279,056 (including options granted to Mr. Craigie in his capacity as the Company’s former Chief Executive Officer); Mr. Irwin, 87,464; Mr. Price, 134,358; Ms. Saideman, 10,680; Mr. Saligram, 134,898; Mr. Shearer, 71,960; Ms. Vergis, 57,300; Mr. Winkleblack, 71,960; and Ms. Yoler, 33,300.

 

(3)

This amount for Ms. Saideman includes a pro-rated portion of the Board retainer received for her service beginning on July 1, 2020

STOCK OWNERSHIP GUIDELINES FOR DIRECTORS

In order to ensure that their interests are aligned with the interests of our stockholders, it is expected that each non-employee director will have, within five years from the date on which they join the Board, a number of shares having a value of at least five times the standard annual retainer (which is the annual retainer received by any director who is not a committee chair, the Lead Director or the Chairman). The annual retainer was $120,000 for 2020 and the dollar value of shares required to be held by our directors who have served five or more years was $600,000 as of December 31, 2020. The calculation of ownership includes:

 

•

shares owned by the director (or members of his or her immediate family residing in the same household);

 

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CORPORATE GOVERNANCE

 

•

notional shares held for the account of the director in the Deferred Compensation Plan for Directors;

 

•

shares held in a trust for which a director has shared voting or investment power; and

 

•

60 percent of the in-the-money value of vested and unvested stock options.

Until a non-employee director satisfies his or her stock ownership requirement, the director will be required to hold 50 percent of all shares of our common stock received upon the exercise of stock options, grants of stock, or upon lapse of the restrictions on restricted stock (in each case, net of any shares utilized to pay for the exercise price of an option and/or to satisfy tax withholding obligations). All of our non-employee directors who have been in their position for five years or more own enough shares to satisfy our guidelines.

OUR EXECUTIVE OFFICERS

Listed below are the names, ages and positions held by each of our executive officers and our Vice President, Controller and Chief Accounting Officer.

 

Name		Age				Position
Britta B. Bomhard			52			Executive Vice President and Chief Marketing Officer
Barry A. Bruno			49			Executive Vice President, International
Steven P. Cugine			58			Executive Vice President, Global New Products Innovation
Patrick D. de Maynadier			60			Executive Vice President, General Counsel and Secretary
Richard A. Dierker			41			Executive Vice President and Chief Financial Officer
Matthew T. Farrell			64			President and Chief Executive Officer
Rene M. Hemsey			53			Executive Vice President, Global Human Resources
Carlos G. Linares			57			Executive Vice President, Global Research & Development
Joseph J. Longo			50			Vice President, Controller and Chief Accounting Officer
Rick Spann			58			Executive Vice President, Global Operations
Paul R. Wood			48			Executive Vice President, U.S. Sales

All executive officers serve at the discretion of our Board of Directors. Mr. Longo serves at the discretion of our CEO.

Biographical information for Mr. Farrell appears under “Current Term Expires in 2022” on page 13.

Ms. Bomhard has been our Executive Vice President and Chief Marketing Officer since January 2016, prior to which she served as General Manager, Europe since 2013. From 2005 to 2013, Ms. Bomhard served in a variety of Marketing and General Management assignments at Energizer. Prior to Energizer, Ms. Bomhard worked for Wella AG and GlaxoSmithKline in their marketing organizations. Ms. Bomhard currently serves as a member of the board of directors of Primo Water Corporation, a leading direct provider of bottled water to consumers and water filtration services in North America and Europe, as well as, a leading provider of water dispensers, purified bottled water and self-service refill drinking water in the U.S. and Canada.

Mr. Bruno has been our Executive Vice President, International since January 2021. From January 2016 through January 2021, Mr. Bruno was the Company’s Vice President, International Marketing and Global Markets Group. From May 2015 through December 2015, Mr. Bruno was the Company’s General Manager, International Marketing and Global Markets Group. From July 2013 through April 2015, Mr. Bruno was the Company’s Director – Export. Prior to joining the Company, Mr. Bruno held various positions with increasing responsibility at Johnson & Johnson, in its consumer, pharmaceutical and diagnostics business units.

 

	34			Church & Dwight Co.  |  2021 Proxy Statement

		CORPORATE GOVERNANCE

 

Mr. Cugine has been our Executive Vice President, Global New Products Innovation since January 2021. From January 2016 to January 2021 he was our Executive Vice President, International and Global New Products Innovation. From June 2014 to December 2015, he was Executive Vice President, and President, International Consumer Products, from July 2013 to June 2014, he was Executive Vice President, Global New Products Innovation, and President, International Consumer Products and, from May 2007 through June 2013, he served as our Executive Vice President, Global New Products Innovation. From October 2000 through May 2007, Mr. Cugine served in a variety of management positions at the Company. Prior to that Mr. Cugine served in several capacities with FMC Corporation, including as Director of Human Resources for the Alkali, Peroxide, and Oxidant Chemical Divisions. As previously announced, Mr. Cugine intends to retire from the Company in the second quarter of 2021.

Mr. de Maynadier has been our Executive Vice President, General Counsel and Secretary since December 2011. He served in a number of capacities for Hill-Rom Holdings, Inc. and its predecessor, Hillenbrand Industries, Inc., from January 2002 through December 2010, including Senior Vice President, General Counsel and Secretary and Vice President, General Counsel and Secretary. Previously, Mr. de Maynadier served as Executive Vice President, General Counsel and Secretary for CombiMatrix Corporation, as President and Chief Executive Officer of SDI Investments, LLC, a spin-off of Sterling Diagnostic Imaging, Inc., and as Senior Vice President, General Counsel and Secretary of Sterling Diagnostic Imaging, Inc. Earlier in his career, Mr. de Maynadier was a corporate and securities Partner at the law firm Bracewell & Patterson, L.L.P.

Mr. Dierker has been our Executive Vice President and Chief Financial Officer since January 2016, prior to which he served as Vice President, Corporate Finance since 2012. From 2009 to 2012, Mr. Dierker led Supply Chain Finance as the Company’s Operations Controller. From 2008 to 2009, he held a senior financial management position at Alpharma, Inc., a leading international specialty pharmaceutical company. Prior to 2008, he held financial and business development management positions for Ingersoll-Rand Ltd, a major diversified industrial manufacturer.

Ms. Hemsey has been our Executive Vice President, Global Human Resources since February 2020. From December 2017 to February 2020, Ms. Hemsey was Vice President, Human Resources and from October 2009 to December 2017 she was Director Human Resources. Ms. Hemsey has been employed by us since August 2001 in various positions. Prior to Church & Dwight, Ms. Hemsey served in several capacities within the human resources function at Symrise.

Mr. Linares has been our Executive Vice President, Global Research & Development since June 2017. He currently serves on the board of trustees for TRI Princeton (Vice Chair) and the board of directors for The American Cleaning Institute. From 2012 to 2017, Mr. Linares was the Chief Technology Officer for Sun Products Corporation (“Sun Products”) and also served as the Corporate Innovation Captain for Sun Products’ innovation strategy. Prior to Sun Products, Mr. Linares was the Senior Vice President of Global R&D, Quality and Regulatory, at Alberto Culver. Earlier in his career Mr. Linares gained significant R&D product development and innovation experience at Johnson & Johnson and Procter & Gamble.

Mr. Longo has been our Vice President, Controller and Chief Accounting Officer since September 2020. Prior to joining the Company, Mr. Longo, served as Vice President and Corporate Controller of Dorman Products Inc., a leading supplier of aftermarket auto parts, from December 2019 to June 2020. From January 2017 to August 2019, Mr. Longo served as Vice President and Corporate Controller of Pinnacle Foods Inc., a provider of branded consumer food products, and served at Tyco International Ltd. from October 2007 to January 2017 in roles across accounting, investor relations and business unit financial planning and analysis. He started his career at KPMG US LLP and has held senior accounting positions at Prudential Financial, Inc. and JP Morgan Chase & Co.

Mr. Spann has been our Executive Vice President, Global Operations since May 2017. He served in a number of capacities for Colgate-Palmolive Company from 1984 through 2017. His career there included assignments in Australia and Europe. His last role at Colgate was Vice President, Global Engineering where he

 

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CORPORATE GOVERNANCE

 

led significant improvements in product and process development. Prior to that he was Vice President, Global Supply Chain for three different Colgate businesses: Personal Care, Home Care, and Toothbrush, where he had responsibility for operations in North America, Europe, Latin America, Asia, Australia, Africa and the Middle East. Mr. Spann started his career at Colgate-Palmolive Company as an Industrial Engineer and held positions of increasing responsibility in production management prior to his executive roles.

Mr. Wood has been Executive Vice President, U.S. Sales since October 2018. From August 2016 to February 2018, Mr. Wood was an Executive Vice President at Acosta, a large private-equity owned sales and marketing agency, where he managed several thousand employees focused on growing Consumer Packaged Goods client businesses, from December 2010 to August 2016, Mr. Wood was General Manager at Samsung Electronics America, and from August 2006 to December 2010, Mr. Wood was Vice President, Sales-Walmart for WhiteWave Foods. Previously, Mr. Wood also held various positions with increasing responsibility at H.J. Heinz and Frito Lay.

 

	36			Church & Dwight Co.  |  2021 Proxy Statement

		SECURITIES OWNERSHIP

 

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information concerning ownership of our common stock as of March 2, 2021 (unless otherwise noted), by (i) each stockholder that has indicated in public filings that the stockholder beneficially owns more than five percent of our common stock; (ii) each director and nominee for director; (iii) each current executive officer named in the 2020 Summary Compensation Table on page 62; and (iv) all directors and executive officers as a group. Except as otherwise noted, each person listed below, either alone or together with members of such person’s family sharing the same household, had sole voting and investment power with respect to the shares listed next to such person’s name. None of the shares held by directors and executive officers included in the table are pledged as security.

 

		Amount and Nature of Beneficial Ownership(1)								Notional Shares in Deferred Compensation Plans(2)
Name		Shares(2)(3)				Percent of Class
BlackRock, Inc.(4)			19,588,600				8	%			0
The Vanguard Group(5)			28,628,763				12	%			0
James R. Craigie(6)			2,270,908					*			0
Matthew T. Farrell(7)			1,578,166					*			94,764
Bradley C. Irwin(8)			102,009					*			0
Penry W. Price			110,582					*			0
Susan G. Saideman			906					*			0
Ravichandra K. Saligram(9)			147,858					*			50,565
Robert K. Shearer(10)			68,318					*			22,079
Janet S. Vergis			37,491					*			0
Arthur B. Winkleblack(11)			58,339					*			0
Laurie J. Yoler(12)			4,439					*			0
Richard A. Dierker			8,474					*			8,233
Britta B. Bomhard			65,105					*			9,934
Steven P. Cugine			140,360					*			8,520
Patrick D. de Maynadier(13)			285,223					*			19,554
All executive officers and directors as a group (20 persons)			5,113,724				2	%			238,744

 

*

Less than one percent.

 

(1)

Applicable percentage of ownership is based on 245,088,140 shares of our common stock outstanding as of March 2, 2021. Beneficial ownership is determined in accordance with the rules of the SEC and means voting or investment power with respect to securities. Shares of our common stock issuable upon the exercise of stock options exercisable currently or within 60 days of March 2, 2021, are deemed outstanding and to be beneficially owned by the person holding such option for purposes of computing such person’s percentage ownership, but are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

 

(2)

The shares listed in the “Shares” column do not include notional shares of our common stock credited to the account of directors under the Deferred Compensation Plan for Directors or credited to the account of executive officers under the Executive Deferred Compensation Plan. Notional shares do not represent actual shares, but represent interests equivalent in value to the fair market value of shares of our common stock; gains or losses in the interests are based upon gains or losses in the fair market value of our

 

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SECURITIES OWNERSHIP

 

common stock. These notional shares are reflected in the table in the column labeled “Notional Shares in Deferred Compensation Plans.” Because notional shares do not represent actual shares, holders of notional share accounts are not entitled to vote with respect to the notional shares.

 

(3)

The numbers in this column include shares that are subject to stock options exercisable currently, or within 60 days of March 2, 2021, as follows: Mr. Craigie, 2,246,306 shares; Mr. Farrell, 1,456,010 shares; Mr. Irwin, 54,714 shares; Mr. Price, 101,608 shares; Ms. Saideman, 0 shares; Mr. Saligram, 102,148 shares; Mr. Shearer, 39,210 shares; Ms. Vergis, 24,550 shares; Mr. Winkleblack, 39,210 shares; Ms. Yoler, 0 shares; Mr. Dierker, 0 shares; Ms. Bomhard, 59,570 shares; Mr. Cugine, 126,580 shares, Mr. de Maynadier, 270,608 shares; and all executive officers and directors as a group, 4,719,410 shares.

 

(4)

BlackRock, Inc. provided the following information in Amendment No. 11 to its Schedule 13G, filed with the SEC on January 29, 2021. As of December 31, 2020, BlackRock, Inc. and its affiliates named in such report (collectively, “BlackRock”) reported aggregate beneficial ownership of 19,588,600 shares of our common stock with sole voting power over 17,145,521 shares, shared voting power over no shares, sole dispositive power over 19,588,600 shares and shared dispositive power over no shares. The principal business address of BlackRock is 55 East 52nd Street, New York, NY 10055.

 

(5)

The Vanguard Group provided the following information in Amendment No. 9 to its Schedule 13G, filed with the SEC on February 10, 2021. As of December 31, 2020, The Vanguard Group and its affiliates named in such report (collectively, “TVG”) reported aggregate beneficial ownership of 28,628,763 shares of our common stock with sole voting power over no shares, shared voting power over 452,531 shares, sole dispositive power over 27,499,176 shares and shared dispositive power over 1,129,587 shares. The principal business address of TVG is 100 Vanguard Blvd., Malvern, PA 19355.

 

(6)

Mr. Craigie’s ownership includes 7,604 shares of common stock held in two trusts for which Mr. Craigie holds either shared voting or shared investment power and 1,840 shares of common stock held by Mr. Craigie’s spouse for which he disclaims beneficial ownership.

 

(7)

Mr. Farrell’s ownership includes 32,516 shares of common stock held by Mr. Farrell’s spouse for which he disclaims beneficial ownership.

 

(8)

Mr. Irwin’s ownership includes 47,293 shares of common stock held in a trust for which Mr. Irwin holds sole voting and sole investment power.

 

(9)

Mr. Saligram’s ownership includes 45,710 shares of common stock held in a trust for which Mr. Saligram holds sole voting and sole investment power.

 

(10)

Mr. Shearer’s ownership includes 29,108 shares of common stock held in a trust for which Mr. Shearer holds sole voting and sole investment power.

 

(11)

Mr. Winkleblack’s ownership includes 19,129 shares of common stock held in a trust for which Mr. Winkleblack holds sole voting and sole investment power.

 

(12)

Ms. Yoler’s ownership of 4,439 shares of common stock held in a trust for which she shares voting and investment power.

 

(13)

The right to exercise and dispose of 104,475 of the shares, subject to the options included in this table, has been transferred pursuant to a marital settlement agreement. Mr. de Maynadier’s ownership includes 4,568 shares of common stock held in a trust for which Mr. de Maynadier holds sole voting and investment power.

 

 

	38			Church & Dwight Co.  |  2021 Proxy Statement

CERTAIN RELATIONSHIPS

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

REVIEW AND APPROVAL OF RELATED PERSON TRANSACTIONS

The Code of Conduct includes our policy regarding the review and approval of related person transactions. In accordance with the Code of Conduct, all related person transactions that meet the minimum threshold for disclosure in the proxy statement under the relevant SEC rules must be reported to and approved by the Audit Committee.

RELATED PERSON TRANSACTIONS

There were no disclosable related person transactions during 2020.

 

	40			Church & Dwight Co.  |  2021 Proxy Statement

		AUDIT COMMITTEE REPORT

 

AUDIT COMMITTEE REPORT

The Audit Committee assists the Board of Directors in its oversight of the integrity of Church & Dwight’s financial statements, compliance with legal and regulatory requirements, and the performance of the internal audit function. Management has primary responsibility for preparing the financial statements and for the financial reporting process. In addition, management has the responsibility to assess the effectiveness of Church & Dwight’s internal control over financial reporting. Deloitte & Touche LLP, Church & Dwight’s independent registered public accounting firm, is responsible for (i) expressing an opinion on the conformity of Church & Dwight’s audited financial statements to generally accepted accounting principles and on whether the financial statements present fairly in all material respects the financial position and results of operations and cash flows of Church & Dwight, and (ii) expressing an opinion on the effectiveness of Church & Dwight’s internal control over financial reporting.

In this context, the Audit Committee hereby reports as follows:

 

1.

The Audit Committee has reviewed and discussed with management and Deloitte & Touche LLP the audited financial statements and Deloitte & Touche LLP’s evaluation of Church & Dwight’s internal control over financial reporting.

 

2.

The Audit Committee has discussed with Deloitte & Touche LLP the matters required to be discussed by the Public Company Accounting Oversight Board Standards and the Securities and Exchange Commission.

 

3.

The Audit Committee has received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Touche LLP’s communications with the Audit Committee concerning independence and has discussed with Deloitte & Touche LLP that firm’s independence.

Based on the review and discussion referred to in paragraphs (1) through (3) above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Church & Dwight’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, for filing with the Securities and Exchange Commission.

Respectfully submitted,

Robert K. Shearer, Chair

Penry W. Price

Susan G. Saideman

Janet S. Vergis

 

Church & Dwight Co.  |  2021 Proxy Statement		41

FEES PAID

 

FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Fees related to the 2020 and 2019 fiscal years payable to our independent registered public accounting firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu Ltd., and their respective affiliates are as follows:

 

		2020 ($)				2019 ($)
Audit Fees			3,571,299				3,532,349
Audit-Related Fees(1)			331,741				594,001
Tax Fees(2)			560,755				548,230
All Other Fees			0				0
Total			4,463,795				4,674,580

 

(1)

Audit-related fees primarily include services for acquisition-related due diligence in both 2020 and 2019.

 

(2)

Tax fees include services for filing for tax incentives from government agencies, assistance for tax audits from taxing authorities, tax compliance, and planning.

 

	42			Church & Dwight Co.  |  2021 Proxy Statement