Arthur Winkleblack
CHURCH & DWIGHT CO INC /DE/About Arthur B. Winkleblack
Independent director (since 2008), age 67, and Chair of the Audit Committee with Executive Committee membership; he is also Chair of CHD’s ad hoc Finance Committee . Retired EVP & CFO of HJ Heinz Company (2002–2013), with prior senior finance and strategy roles at PepsiCo, AlliedSignal’s Commercial Avionics Systems division, and several private-equity-owned businesses . The Board affirmatively determined he is independent under NYSE and CHD categorical standards . Currently serves as Non-Executive Chairman of The Wendy’s Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HJ Heinz Company | Executive Vice President & Chief Financial Officer | Jan 2002 – Jun 2013 | Led finance for large multinational CPG; significant experience in performance management and capital markets |
| Various PE-owned businesses (Indigo Capital/C. Dean Metropoulos Group/Six Flags) | Senior executive positions | 1996 – 2001 | Growth and operational leadership across diverse industries |
| AlliedSignal – Commercial Avionics Systems | Vice President & Chief Financial Officer | 1994 – 1996 | Division CFO; finance, controls, planning |
| PepsiCo | Finance, strategy, and business planning roles | 1982 – 1994 | Broad finance and analytics experience in CPG |
| Ritchie Bros. Auctioneers | Senior Advisor to CEO; financial and capital markets consulting | 2014 – 2019 | Advisor to then-CEO (R.K. Saligram, now CHD director), capital markets and finance consulting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Wendy’s Company | Non-Executive Chairman of the Board | Current | Public company QSR board leadership |
| Aramark | Director | 2019 – 2024 | Global provider of food, facilities, uniforms |
| Performance Food Group | Director | 2015 – 2019 | US food distribution company |
Board Governance
- Independence and roles: Independent director; Audit Committee Chair; Executive Committee member; Finance Committee Chair .
- Audit Committee financial expertise: Board determined Winkleblack is an “audit committee financial expert” (SEC definition) .
- Attendance: Each director attended at least 75% of the aggregate meetings of the Board and their committees in 2024; Board held 9 meetings (Audit 5, Compensation & Human Capital 5, Governance 4) .
- Executive sessions: Independent directors hold regular executive sessions; led by the Lead Director (transitioning to independent Board Chair in Sept 2025) .
- Independence re-affirmed January 2025 across all committees; Audit, Compensation & Human Capital, and Governance committees comprised solely of independent directors .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Audit Committee Chair Retainer (cash) | $145,000 | Annual retainer levels: Audit Chair $145k; other non-employee directors $120k; Lead Director $150k |
| Annual Equity Grant – RSUs | $80,000 | Directors receive annual equity of $160k, delivered 50% RSUs and 50% stock options; RSUs vest in full on 1-year anniversary (accelerated on death/disability; immediate vest on Retirement ≥6 years) |
| Annual Equity Grant – Options | $80,000 | Options vest in full on earlier of 3-year anniversary or 3rd annual meeting; continued vesting and full term outstanding on Retirement ≥6 years |
| Total 2024 Director Compensation | $305,000 | Sum of fees and equity grant date values |
Additional program features:
- Directors may elect to take fee-based compensation in cash or shares; default is 100% in shares unless ownership guideline is met or a specific election is made .
- Annual limit: maximum $750,000 per non-employee director for aggregate cash plus equity grant date value .
- Deferred Compensation Plan available to directors (lump sum or installments up to 10 years); Winkleblack did not defer 2024 fees .
Performance Compensation
- No performance-based pay or metrics apply to non-employee directors; compensation is structured as fixed retainers and time-vested equity (RSUs/options) under the Compensation Plan for Directors and 2022 Omnibus Equity Plan .
Other Directorships & Interlocks
| Relationship | Type | Notes |
|---|---|---|
| Non-Executive Chairman, The Wendy’s Company | Current public board | Leadership at a major QSR brand; not a CHD competitor; overboarding policy limits to ≤4 boards (including CHD); Board reports all directors in compliance |
| Prior director, Aramark; Performance Food Group | Prior public boards | CPG-adjacent logistics and food services exposure |
| Prior advisory work with Ritchie Bros. Auctioneers CEO (R.K. Saligram) | Personal/professional interlock | Served as Senior Advisor to Saligram (2014–2019); Saligram is CHD director; Board re-affirmed independence after review; no related person transactions disclosed for 2024 |
Expertise & Qualifications
- Core credentials: Former CFO of HJ Heinz; multi-industry finance leadership; strategic planning; M&A; international operations; performance management; risk management; investor relations; IT and compliance oversight .
- Audit committee leadership and literacy in controls, ERM, and cybersecurity oversight as part of Audit Committee remit; Board receives quarterly risk and cybersecurity updates led by CIO/CISO .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 49,299 shares; includes 7,129 shares held in a trust with sole voting/investment power |
| Ownership % of outstanding | <1% (based on 246,109,929 shares outstanding) |
| Options exercisable within 60 days | 40,600 shares |
| Total option awards held (Dec 31, 2024) | 52,240 shares underlying options |
| RSUs vesting within 60 days | 750 shares |
| Deferred compensation notional shares | 0 (no balance disclosed) |
| Pledged/hedged shares | Insider policy prohibits pledging, short sales, and hedging by directors |
| Director ownership guideline | 5x standard annual retainer ($120k) = $600k; all non-employee directors are on track to meet within five years of guideline amendment/date joined |
Governance Assessment
- Board effectiveness signals: Winkleblack’s long-tenured finance leadership and “audit committee financial expert” designation strengthen financial oversight; his chair role centralizes risk, controls, auditor oversight, and compliance, aligning with investor expectations for robust audit committee leadership .
- Alignment and incentives: Director pay mix balances cash retainer (role-based) with time-vested RSUs and options; ownership guidelines push meaningful “skin in the game,” and anti-hedging/pledging policy supports alignment .
- Independence and conflicts: The Board’s 2025 independence review affirmed Winkleblack’s independence despite a prior advisory relationship with CHD director Saligram at RBA; no related person transactions disclosed for 2024, reducing conflict risk .
- Attendance and engagement: Disclosed 2024 attendance ≥75% across Board/committee obligations and active committee leadership indicate sustained engagement; Audit Committee met 5 times, reflecting ongoing oversight cadence .
- RED FLAGS: None disclosed in 2024 related party transactions; no pledging/hedging allowed; overboarding limits enforced and in compliance (Winkleblack currently chairs one public board plus CHD) .
Overall, Winkleblack’s audit leadership, financial expertise, and equity ownership posture generally support investor confidence in CHD’s governance and controls, with low apparent conflict risk under current disclosures .