Carlen Hooker
CHURCH & DWIGHT CO INC /DE/About Carlen Hooker
Carlen Hooker, age 54, is Executive Vice President and Chief Commercial Officer (CCO) at Church & Dwight (CHD). She was promoted to CCO in April 2023 after serving as Vice President, Mass Channel since September 2019; prior roles include senior commercial posts at Ferrero U.S.A., Acosta, and Sun Products, plus earlier positions at Tracfone, Novartis, Pfizer, Nielsen, and Kellogg, indicating deep mass-retail and CPG commercial expertise . CHD’s 2024 company results that underpin incentive plans: $6.1B net sales, 45.7% gross margin, $1.16B cash from operations, $3.44 adjusted diluted EPS, and 12.0% TSR; the 2024 Annual Incentive Plan (AIP) achieved an overall performance rating of 1.39, above the plan’s target baseline rating of 1.2, driven by Net Sales, Relative Gross Margin, Adjusted Diluted EPS, Cash from Operations, and Strategic Initiatives metrics .
Selected 2024 Company Performance (for incentive context)
| Metric | 2024 Result |
|---|---|
| Net Sales | $6.1B |
| Gross Margin | 45.7% |
| Adjusted Diluted EPS | $3.44 |
| Cash from Operations | $1.16B |
| Total Shareholder Return (TSR) | 12.0% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ferrero U.S.A. Inc. | Vice President | Jan 2019 – Sep 2019 | Led $256M in gross sales across four departments at Walmart and Sam’s Club |
| Acosta (PE-owned sales & marketing agency) | Senior Vice President | Jan 2015 – Jan 2019 | Senior commercial leadership at a large outsourced sales/merchandising platform |
| Sun Products Corp. | Vice President | Sep 2012 – Dec 2014 | Drove “One Sun” solutions across top retailers and channels |
| Tracfone Wireless; Novartis U.S.; Pfizer Inc.; Nielsen; Kellogg | Various roles of increasing responsibility | — | Broad consumer, healthcare, analytics, and CPG commercial foundations |
External Roles
- None disclosed for Ms. Hooker in the latest and prior proxies .
Fixed Compensation
- Specific base salary, target bonus %, and actual bonus paid for Ms. Hooker are not disclosed in the 2025 or 2024 proxies because she was not a Named Executive Officer (NEO) in 2024/2023 .
- Design note: CHD targets market-median base salaries and used ~5% average base salary increases for 2024 for NEOs (context for program philosophy) .
Performance Compensation
AIP (company-wide design applied to senior executives, including EVPs)
| Metric | Weighting | Target (Plan Baseline) | 2024 Actual (Company) | Notes |
|---|---|---|---|---|
| Net Sales | 20% | Corporate Incentive Plan rating baseline set at 1.2 for 2024 | Overall AIP rating achieved 1.39 in 2024 | AIP utilizes five equally weighted metrics; diversified to avoid overemphasis |
| Relative Gross Margin | 20% | 1.2 baseline (payout range 0.0–1.9) | Included in 1.39 overall | Relative to performance peer group; scale refined in 2024 |
| Adjusted Diluted EPS | 20% | 1.2 baseline | Company delivered YoY EPS +9.5%; contributed to 1.39 overall | EPS adjusted per policy; details in CD&A |
| Cash from Operations | 20% | 1.2 baseline | Contributed to 1.39 overall | Strong cash generation focus |
| Strategic Initiatives | 20% | 1.2 baseline | Contributed to 1.39 overall | Sustainability and long-term growth initiatives added beginning 2023 |
Long-Term Incentive (LTI) design (NEOs; indicative of EVP program mechanics)
| Instrument | Mix of Target LTI | Vesting / Term | Performance Metric | Notes |
|---|---|---|---|---|
| Stock Options | 75% | 10-year term; cliff vest on 3rd anniversary; strike at grant-date FMV | Stock price (value only if price rises) | Double-trigger vesting on CIC for EVP/CEO-level awards after July 30, 2019 |
| Performance Stock Units (PSUs) | 15% | 3-year performance period | Relative TSR (peer-based) | Vests at target on double-trigger CIC; Monte Carlo valuation used |
| Restricted Stock Units (RSUs) | 10% | Ratable vesting over 3 years, starting 1 year after grant | Time-based | Aligns with stock price while managing risk |
Notes:
- CHD shifted from option-only LTI to a mix of options/PSUs/RSUs in 2023 to balance alignment and risk; mix maintained in 2024 .
- LTI grants to NEOs in 2024 were made March 1 (illustrative timing; actual share counts shown for NEOs) .
Equity Ownership & Alignment
- Stock ownership guidelines: CFO 3x base salary; all other senior executives (includes EVPs) 2.5x base salary .
- Hedging/pledging: Prohibited for employees and non-employee directors (alignment safeguard) .
- Clawbacks: Robust recoupment policies for material misstatements, cause conduct, and restrictive covenant violations (broader than Dodd-Frank baseline) .
- Change-in-control (CIC) equity treatment: For EVP/CEO grants on/after July 30, 2019, double-trigger required (CIC plus qualifying termination within 24 months) for options/RSUs/PSUs to vest (PSUs at target) .
- Vesting norms (relevant to selling pressure and retention): options cliff-vest at 3 years, RSUs vest 1/3 each year over 3 years, PSUs vest at end of 3-year period based on relative TSR .
- Beneficial ownership details for Ms. Hooker specifically were not disclosed in the 2025 proxy’s ownership table (table lists directors and NEOs); CHD disclosed no hedging or pledging is permitted company-wide .
Employment Terms
Change-in-Control and Severance Agreements (executive officers)
| Scenario | Cash Severance | Bonus Treatment | Benefits/Other | Triggers/Restrictions |
|---|---|---|---|---|
| CIC + qualifying termination (EVP/Non-CEO) | Lump sum = 2x (base salary + target AIP bonus) | Pro-rata target AIP bonus for year of termination | Health/dental up to 24 months; outplacement; life insurance continuation | Double-trigger required for equity vesting; no excise tax gross-ups (cut-back if beneficial) |
| Non-CIC termination without cause / for good reason | Lump sum = 1x base salary (paid on 6-month + installments schedule) | Pro-rata AIP payout based on actual performance timing | Health/dental up to 12 months; life; outplacement; unused vacation paid | Agreements include non-compete, non-solicit, non-disparagement |
- Equity under CIC: For EVP/CEO-level grants on/after July 30, 2019 and if assumed by acquirer, options/RSUs/PSUs accelerate only upon qualifying termination within 24 months post-CIC (PSUs at target) .
- Governance signals: No option repricing without shareholder approval; no tax gross-ups; strong say-on-pay approval (88.6% in 2024) .
Track Record, Controls, and Execution Risk Indicators
- Pay-for-performance and enforcement: CHD applied a penalty to a former CMO (not Ms. Hooker) in 2023, requiring forfeiture of vested in-the-money options for policy violations related to litigation hold compliance—evidence of compensation policy enforcement and control culture .
- Compensation program design emphasizes diversified AIP metrics and long-dated, option-heavy LTI (for NEOs) that pays off with sustained TSR outperformance .
Investment Implications
- Alignment: For EVP-level leaders like Ms. Hooker, ownership guidelines (2.5x salary), hedging/pledging ban, robust clawbacks, and double-trigger CIC vesting materially align interests with long-term TSR and reduce agency risk .
- Retention and supply overhang: Standard 3-year cliff vesting on options and 3-year ratable RSU vesting create retention hooks and predictable vest dates that can precede Form 4 activity; PSUs hinge entirely on 3-year relative TSR, further deferring realizable value .
- Pay-for-performance momentum: 2024 AIP outturn (1.39 vs. 1.2 baseline) and strong operational metrics (net sales, cash generation, TSR) support above-target incentive potential, reinforcing commercial execution priorities central to Ms. Hooker’s remit .
- Governance risk low: No gross-ups, prohibition on repricing, and high say-on-pay support (88.6%) indicate shareholder-friendly practices and lower governance discount risk .
Data limitations: Ms. Hooker was not an NEO in 2024/2023; therefore, specific figures for her base salary, target bonus %, payout, grant values, and personal share ownership are not disclosed in the proxies reviewed. Program features, CIC/severance economics, and policy restrictions cited above apply to executive officers (including EVPs) per CHD disclosures .