Bradley Irwin
CHURCH & DWIGHT CO INC /DE/About Bradley C. Irwin
Independent director of Church & Dwight since 2006; age 66. Former CEO of Welch Foods (2009–2018) and senior executive at Cadbury Schweppes and Procter & Gamble, bringing >40 years of consumer products operating experience. Currently serves on CHD’s Compensation & Human Capital and Governance, Nominating & Corporate Responsibility Committees; previously served as Lead Director before being succeeded by Ravichandra K. Saligram in February 2023. The Board affirmatively determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Welch Foods Inc. | President & CEO | Feb 2009–Dec 2018 | Led global processor/marketer of juices and jams; consumer products expertise. |
| Cadbury Adams North America LLC | President | Jun 2007–Nov 2008 | Oversaw North American confectionery unit. |
| Cadbury Adams USA LLC | President | Apr 2003–Jun 2007 | Led U.S. confectionery business; adjacent categories to CHD. |
| Mott’s Inc. (Cadbury Schweppes unit) | President | May 2000–Apr 2003 | Ran beverages/food business unit. |
| Procter & Gamble | Various roles | 1980–1999 | Progressed through operating/marketing roles; large-cap CPG discipline. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Save the Children U.S. | Director | Current | Non-profit; education, health, humanitarian support. |
| Save the Children International | Director | Current | Non-profit; global humanitarian organization. |
| Bay State Milling Co. | Director | Current | Private grain milling company. |
| Welch Foods | Director | Feb 2009–Dec 2018 | Prior directorship concurrent with CEO tenure. |
Board Governance
- Committee assignments: Member, Compensation & Human Capital; Member, Governance, Nominating & Corporate Responsibility; not on Audit or Executive.
- Attendance: Each incumbent director attended at least 75% of aggregate Board/committee meetings in 2024; Board held 9 meetings; Compensation & Human Capital 5; Governance 4; all incumbent directors attended the 2024 Annual Meeting.
- Independence: Board affirmatively determined Irwin is independent; all members of Audit and Compensation & Human Capital Committees meet heightened NYSE independence requirements.
- Lead Independent Director: Saligram has served as Lead Director since Feb 2023, succeeding Irwin; executive sessions of independent directors occur regularly.
- Board refresh policy: Directors joining before 2021 must retire at earlier of age 75 or 20 years of service; Irwin joined in 2006, approaching 20-year cap in 2026.
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual cash retainer (other non-employee directors, 2024) | $120,000 | Applies to Irwin’s role in 2024. |
| Special assignment meeting fee (per meeting, cap) | $2,000 (max $20,000) | For non-scheduled activities/special projects. |
| Maximum annual limit for director compensation | $750,000 | Aggregate cap per director. |
| Bradley C. Irwin – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 120,000 |
| Stock Awards (RSUs, grant-date fair value) | 80,000 |
| Option Awards (grant-date fair value) | 80,000 |
| All Other Compensation | — |
| Total | 280,000 |
Additional structure:
- Directors may elect fee-based compensation in cash or stock; default is 100% stock unless guidelines met; elections made in Dec 2023 for 2024.
- Fee shares are calculated using NYSE closing price on payment date.
Performance Compensation
| Equity Award Type | Portion of Annual Equity | Vesting | Grant Timing | Other Terms |
|---|---|---|---|---|
| Stock Options | 50% of annual equity grant | Full vest on the earlier of 3rd anniversary or 3rd Annual Meeting after grant, subject to continued service | First day of first open trading window after earnings release associated with Annual Meeting | Retirement (≥6 years service): unvested options continue to vest; options remain outstanding for the term; death/disability: options continue to vest and remain outstanding up to 3 years. |
| Restricted Stock Units (RSUs) | 50% of annual equity grant | Full vest on 1st anniversary, subject to continued service | Same as above | Retirement: 100% immediate vest; death/disability: all unvested RSUs vest and settle in shares. |
| Performance Metrics Applied to Director Equity | Status | Evidence |
|---|---|---|
| Financial/ESG performance metrics (e.g., revenue, EBITDA, TSR) | None disclosed; director awards are time-based | Director equity structure specifies time-based vesting only for RSUs and options. |
Other Directorships & Interlocks
- Compensation Committee Interlocks: None of the 2024 Compensation & Human Capital Committee members (including Irwin) served as CHD officers or had relationships requiring related-person disclosure; no reciprocal executive committee interlocks with other entities.
- Related party transactions: None disclosable in 2024.
- Overboarding policy compliance: Non-employee directors limited to four public company boards including CHD; compliance reviewed annually and all directors in compliance.
Expertise & Qualifications
- Provides strategic planning, risk assessment, and international operations insight grounded in >40 years of consumer products experience at large multinationals in categories adjacent to CHD’s portfolio.
- Prior leadership roles (CEO/president) enhance committee effectiveness in compensation and governance oversight.
Equity Ownership
| Metric (as of disclosures) | Value |
|---|---|
| Beneficial ownership – shares | 63,074 |
| Percent of class | <1% (asterisk “less than one percent”) |
| Shares held in trust (sole voting/investment power) | 34,104 |
| Options outstanding (12/31/2024) | 39,040 |
| Options exercisable within 60 days of 3/5/2025 | 27,400 |
| RSUs vesting within 60 days of 3/5/2025 | 750 |
| Notional shares in Deferred Compensation Plans | 0 |
| Pledged as collateral | None for directors/executives in table |
| Director stock ownership guideline requirement | $600,000 (5× $120,000 retainer) |
| Options excluded from guideline calculation | Yes (per April 27, 2022 amendment) |
| Holding requirement until compliant | Must hold 50% of shares received from options/stock/RSU net of taxes/exercise costs until guideline met |
| Compliance status | All non-employee directors on track to meet within five years of later of amendment date (4/27/2022) or board start date |
Governance Assessment
- Alignment signals: Mixed cash/equity compensation with time-based vesting, coupled with stringent stock ownership guidelines (5× retainer; options excluded), promotes long-term alignment; Irwin holds 63,074 shares including trust holdings and has unexercised options/RSUs, with no pledging disclosed.
- Independence and engagement: Board affirmed independence; committee memberships are fully independent; attendance threshold met in 2024; prior Lead Director experience indicates engagement in board leadership.
- Conflicts and related-party risk: No related-person transactions in 2024; compensation committee interlocks absent; external roles are non-profit/private and do not indicate customer/supplier conflicts with CHD.
- Board refresh consideration: CHD’s policy requires retirement at earlier of age 75 or 20 years for directors who joined before 2021; with service since 2006, Irwin approaches the 20-year limit in 2026—suggesting planned refresh/transition considerations within one year.
RED FLAGS: None disclosed regarding related-party transactions, pledging/hedging, tax gross-ups, or option repricing; attendance meets policy thresholds; director equity is time-based (no performance-conditioned metrics), which is typical but offers fewer explicit pay-for-performance levers for directors.