Carlos Linares
Executive Vice President, Chief Technology Officer & Global New Product Innovation at 
CHURCH & DWIGHT CO INC /DE/
CHURCH & DWIGHT CO INC /DE/Executive
About Carlos Linares
Carlos G. Linares is Executive Vice President, Chief Technology Officer & Global New Product Innovation at Church & Dwight (CHD). He has held the CTO & Global New Product Innovation role since April 2022 (previously EVP, Global R&D from June 2017 to April 2022) . He serves on the board of trustees for TRI Princeton (Vice Chair) and the board of directors for The American Cleaning Institute . In CHD’s 2023 proxy, Linares’ age is listed as 59, and the executive roster confirms his EVP, CTO role at that time . Company performance tied to incentive pay improved notably in 2023: Net Sales $5,868m, Gross Margin 44.1%, Diluted EPS (as adjusted) $3.17, and Cash from Operations $1,031m; TSR was +18.7% in 2023 after -20.4% in 2022 .
Past Roles
| Organization | Role | Years | Strategic impact / notes |
|---|---|---|---|
| Church & Dwight | EVP, Chief Technology Officer & Global New Product Innovation | Apr 2022 – present | Leads global technology and innovation; elevated from EVP, Global R&D |
| Church & Dwight | EVP, Global Research & Development | Jun 2017 – Apr 2022 | Led global R&D; drove product development |
| Sun Products Corporation | Chief Technology Officer; Corporate Innovation Captain | 2012 – 2017 | CTO and innovation strategy leadership for laundry/personal care portfolio |
| Alberto Culver | Senior Vice President, Global R&D, Quality & Regulatory | Not disclosed | Senior functional leadership across R&D/Q&R |
| Johnson & Johnson; Procter & Gamble | R&D/Product development roles | Not disclosed | Early-career R&D/product development experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| TRI Princeton | Board of Trustees, Vice Chair | Not disclosed | Materials science/consumer products research institute |
| American Cleaning Institute | Board of Directors | Not disclosed | Industry trade association for cleaning products |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 485,000 | 494,700 | 514,500 |
Notes:
- CHD approved 2% base increases for NEOs in 2023 and 4% in 2024; Linares’ base moved accordingly .
- 2023 All Other Compensation for Linares totaled $366,632, including $271,623 in relocation benefits (with $40,124 gross-up), profit sharing, savings plan, deferred comp, executive health, and perquisites .
Performance Compensation
Annual Incentive Plan (AIP) design and 2023 results
- 2023 AIP metrics (equal weighting): Net Sales, Relative Gross Margin (peer-percentile), Diluted EPS, Cash from Operations, and Strategic Initiatives scorecard .
- 2023 corporate performance rating: 1.71; Linares’ actual AIP payout was $463,000 (171% of target) .
| Metric (20% each) | Threshold | Target | Maximum | Actual (as adjusted) | Rating |
|---|---|---|---|---|---|
| Net Sales ($m) | 5,479 | 5,708 | 5,936 | 5,868 | 1.68 |
| Relative Gross Margin | <25th pct | 56th–60th pct | 80th pct | 72nd pct | 1.75 |
| Diluted EPS ($) | 2.91 | 3.03 | 3.15 | 3.17 | 2.00 |
| Cash From Operations ($m) | 833 | 925 | 1,018 | 1,031 | 2.00 |
| Strategic Initiatives | 0.75–1.25 qualitative scale | 0.75–1.25 qualitative scale | 0.75–1.25 qualitative scale | 1.10 | 1.10 |
| AIP Target & Payout (2023) | Value |
|---|---|
| Target bonus as % of salary (1.0 rating) | 55% |
| Target award ($) at 1.0 rating | 272,100 |
| Corporate performance rating | 1.71 |
| Actual award ($) | 463,000 |
2022 context: AIP used 4 equally weighted metrics (Net Sales, Gross Margin, Diluted EPS, Cash from Ops); performance rating 0.32 led to Linares’ payout of $82,700 (32% of the 1.2-plan-rating opportunity) .
Long-Term Incentives (LTI) – program structure and Linares’ 2023 grants
- 2023 LTI mix for NEOs: 75% Stock Options, 10% RSUs, 15% PSUs (relative TSR over 3 years) .
- RSUs vest ratably over 3 years beginning one year from grant; PSUs cliff-payout after 3-year performance period; stock options generally vest on the third anniversary of grant; no option repricing without stockholder approval .
| 2023 Grant (effective 3/1/2023) | Quantity/Terms | Grant-date economics |
|---|---|---|
| Stock Options | 19,760 options; exercise price $83.13; vest 3/1/2026 | Grant-date FV $472,875 |
| RSUs | 760 units; vest in equal thirds starting 3/1/2024 | Grant-date FV $63,050 |
| PSUs (relative TSR) | Target 850; Max 1,700; 3-year performance to 3/1/2026 | Grant-date FV $94,575 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 6, 2024) | 110,859 shares; less than 1% of outstanding |
| Options exercisable within 60 days (as of Mar 6, 2024) | 107,570 shares included in beneficial ownership computation |
| Notional shares in Deferred Compensation Plan | 20,906 notional shares (not voting shares) |
| Outstanding equity at 12/31/2023 | RSUs: 760 (MV $71,866); PSUs (target): 850 (MV $80,376) |
| Options outstanding detail (12/31/2023) | Exercisable tranches include legacy grants (e.g., strike $53.20–$77.33); Unexercisable tranches include strikes $84.54, $84.85, $83.13 (2023) with vest dates 6/14/2024, 6/13/2025, 3/1/2026 |
| Ownership guidelines | EVPs: 2.5x base salary; 5 years to comply; options value excluded from count since Apr 27, 2022; executives on track to meet guidelines |
| Hedging/pledging | Prohibited for directors/officers; none of the shares held by directors/executives are pledged |
2023 Option Exercises/Vesting: Linares had no option exercises or stock vestings disclosed in the 2023 “Option Exercises and Stock Vested” table (shows “—” for Linares), indicating limited realized sales pressure from option exercise in 2023 .
Employment Terms
| Provision | Key terms |
|---|---|
| Change-in-Control (CIC) severance | Double-trigger; cash equal to 2x (EVPs) base salary + target AIP bonus, plus prorated target bonus; benefits continuation and equity treatment per plan; no excise tax gross-ups (payments reduced if advantageous) |
| Non-CIC severance | Cash equal to one year of base salary for EVPs, plus prorated AIP payout based on actual performance; benefits continuation; restrictive covenants (non-compete, non-solicit, non-disparagement) |
| Potential payments (as of 12/31/2023) | See below component table for Linares |
| Potential Payments to Carlos G. Linares (assuming termination on 12/31/2023) | CIC Termination | Non-CIC Termination | Retirement | Death/Disability |
|---|---|---|---|---|
| Severance Payments ($) | 1,533,570 | 494,700 | — | — |
| Stock Options ($) | 763,255 | 763,255 | 763,255 | 763,255 |
| RSUs ($) | 71,866 | 71,866 | 71,866 | 71,866 |
| PSUs ($) | 80,376 | 80,376 | 80,376 | 26,792 |
| Health & Welfare Benefits ($) | 30,444 | 15,222 | — | — |
| Total ($) | 2,479,510 | 1,425,418 | 915,496 | 861,912 |
Clawback policies: Robust mandatory and supplemental clawbacks aligned with NYSE/Dodd-Frank, extending to broader senior leadership for material misstatements, cause conduct, and restrictive covenant violations; clawback terms embedded in AIP and equity plans .
Compensation Structure Observations
- Pay mix and shifts: In 2023 CHD added RSUs (10%) and PSUs (15%) to a historically option-heavy program (75% options), strengthening alignment and multi-metric balance without repricing . AIP moved to five balanced metrics with a relative gross margin and strategic initiatives component to mitigate unintended trade-offs .
- Pay-for-performance: 2023 corporate rating 1.71 drove Linares’ AIP payout to 171% of target ($463k), reflecting strong EPS (as adjusted), cash generation, and peer-relative gross margin performance .
- Perquisites/gross-ups: CHD avoids tax gross-ups except under standard relocation policy; Linares received relocation reimbursements including $40,124 in gross-ups as part of 2023 All Other Compensation .
Say-on-Pay, Peer Groups, and Governance
- Say-on-Pay support: ~84% approval at 2023 meeting; ~88.6% approval at 2024 meeting, reflecting investor support for program design .
- Market positioning: Compensation targeted near 50th percentile of peer data, with Semler Brossy advising; performance peer group introduced in 2023 for AIP relative gross margin and PSU relative TSR .
- Risk safeguards: No hedging/pledging; no option repricing; double-trigger CIC equity vesting (for grants on/after July 20, 2019); stock ownership guidelines with holding requirements until met .
Investment Implications
- Alignment: Significant at-risk pay (AIP and option-heavy LTI) and the addition of RSUs/PSUs improve alignment with multi-year TSR and operating goals; robust clawbacks and hedging/pledging bans further reinforce investor alignment .
- Performance sensitivity: 2023 AIP outcome at 171% of target shows compensation is highly sensitive to EPS, cash flow, and peer-relative gross margin, supporting a pay-for-performance construct .
- Retention vs. dilution: Meaningful unexercised options and unvested equity (options, RSUs, PSUs) create retention hooks and alignment but represent potential future dilution and, upon vesting/in-the-money status, could create selling supply; Linares had no option exercises disclosed in 2023, indicating limited realized selling pressure that year .
- Contractual risk: CIC severance (~2x salary+bonus multiple for EVPs) and non-CIC severance (1x salary) are moderate; double-trigger CIC equity vesting balances retention with change-in-control discipline; no excise tax gross-ups are shareholder-friendly .
- Governance/ESG momentum: Strategic Initiatives metric (sustainability and long-term growth) in AIP and strong Say-on-Pay support (~84% in 2023; ~88.6% in 2024) suggest investor acceptance of compensation priorities and oversight .