Carlos Ruiz Rabago
CHURCH & DWIGHT CO INC /DE/About Carlos Ruiz Rabago
Executive Vice President, Chief Supply Chain Officer at Church & Dwight (CHD) since December 9, 2024, with 25 years of end-to-end supply chain leadership, most recently Chief Operations Officer, North America at L’Oréal; prior leadership roles at Kraft Foods, Alcan Group, and General Electric . Education and age are not disclosed in the proxy. CHD’s recent performance context: Revenues rose from $5.376B in FY22 to $6.107B in FY24, and EBITDA increased from $1.204B to $1.372B over the same period (see table below; EBITDA values retrieved from S&P Global).* . CHD’s annual incentive plan (AIP) uses five equally weighted metrics—Net Sales, Gross Margin (relative in 2024), Adjusted Diluted EPS, Cash from Operations, and Strategic Initiatives—with a 2024 corporate performance rating of 1.39 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| L’Oréal | Chief Operations Officer, North America | — | Oversaw end-to-end operations for L’Oréal’s second-largest region; led digital supply chain transformation, factory automation, Lean Six Sigma culture, and global supply chain talent development |
| Kraft Foods | Regional/Global leadership roles | — | Supply chain leadership across regions; specific mandates not detailed |
| Alcan Group | Regional/Global leadership roles | — | Supply chain leadership; specific mandates not detailed |
| General Electric | Regional/Global leadership roles | — | Supply chain leadership; specific mandates not detailed |
External Roles
No external public-company directorships are disclosed for Mr. Ruiz Rabago in CHD’s proxy biography .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Annualized base salary (in effect 12/31/2024) | $515,000 |
| Salary paid (2024) | $32,188 |
| Sign-on cash bonus | $500,000 |
| All Other Compensation (profit sharing) | $2,237 |
Notes:
- He did not participate in the 2024 AIP due to December start date .
Performance Compensation
Annual Incentive Plan (AIP) Design and 2024 Outcomes
| Metric (Weighting) | 2024 Threshold | 2024 Target | 2024 Maximum | 2024 Actual | 2024 Rating |
|---|---|---|---|---|---|
| Net Sales (20%) | $5,858MM | $6,102MM | $6,346MM | $6,122MM | 1.27 |
| Relative Gross Margin (20%) | <25th percentile | 55th percentile | 80th percentile | 44th percentile | 0.82 |
| Adjusted Diluted EPS (20%) | $3.28 | $3.42 | $3.56 | $3.47 | 1.51 |
| Cash from Operations (20%) | $927MM | $1,030MM | $1,133MM | $1,159MM | 2.00 |
| Strategic Initiatives (20%) | Qualitative scale 0.75–1.50 | Qualitative | Qualitative | Qualitative | 1.34 |
- Corporate performance rating: 1.39 .
- Mr. Ruiz Rabago had no AIP payout for 2024 due to start date timing .
Long-Term Incentive (LTI) Policy and Mr. Ruiz Rabago’s Awards
| Item | Detail |
|---|---|
| LTI target (as % of salary) | 120% |
| Standard LTI mix (FY2023–FY2024) | 75% stock options, 15% PSUs, 10% RSUs |
| Stock options terms (2024 policy) | 10-year term; vest on 3rd anniversary; exercise price at grant-date fair market value |
| RSU vesting policy | RSUs vest in equal installments over three years, beginning one year from grant date |
RSU Sign-on Grant (Mr. Ruiz Rabago):
| Grant Date | Units (#) | Grant Date Fair Value ($) | Expected Vesting Schedule |
|---|---|---|---|
| 12/9/2024 | 12,750 | $1,350,000 | 1/3 on 12/9/2025; 1/3 on 12/9/2026; 1/3 on 12/9/2027 (subject to continued service; per RSU policy) |
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial ownership (as of 3/5/2025) | 0 shares; less than 1% of class; no notional shares in deferred plans |
| Stock ownership guidelines (EVP) | 2.5x base salary; five-year compliance window; options no longer count since 4/27/2022 |
| Hedging/pledging | Prohibited (no hedging, no pledging, no short sales; robust insider trading policy) |
| Clawback | NYSE-compliant mandatory clawback for material misstatements; supplemental policy enabling broader recoupment (cause, covenant violations) |
| Unvested equity | 12,750 RSU sign-on grant outstanding, per above |
Employment Terms
| Term | Details |
|---|---|
| Start date | December 9, 2024 |
| Offer economics | $500,000 cash sign-on; RSU grant $1,350,000 fair value |
| AIP eligibility (2024) | Not eligible due to December start |
| Change-in-control (CIC) and severance framework | Executive officers covered by CIC/severance agreements; double-trigger equity vesting (for grants ≥ 7/30/2019) if terminated without cause or for good reason within 24 months post-CIC; medical/dental/life insurance continuation; outplacement; vacation payout; payments reduced to avoid 280G excise tax if better net outcome; agreements include non-compete, non-solicit, non-disparagement |
| Equity vesting under CIC | Double-trigger acceleration at target for performance-based awards upon qualifying termination post-CIC for grants on/after 7/30/2019 |
| Tax gross-ups | No excise or income tax gross-ups (other than standard relocation policy) |
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($MM) | 5,375.6 | 5,867.9 | 6,107.1 |
| EBITDA ($MM) | 1,203.8* | 1,258.3* | 1,372.4* |
- Values retrieved from S&P Global.
Compensation Governance and Shareholder Feedback
- Executive stock ownership guidelines; no hedging/pledging; no option repricing; clawback policies in place; independent compensation consultant engaged .
- 2024 Say-on-Pay approval: approximately 88.6% of votes cast in favor .
- AIP metrics refined for 2025 (shift from relative to absolute Gross Margin; payout scales adjusted to maximum 200%) .
Investment Implications
- Retention risk: Low near term due to three-year RSU sign-on vesting schedule starting 12/9/2025; aligns incentives to remain through 2027 .
- Insider selling pressure: Beneficial ownership was 0 shares as of 3/5/2025; potential future selling could align with RSU vest dates, but pledging and hedging are prohibited, mitigating alignment risks .
- Pay-for-performance alignment: AIP metrics emphasize diversified operational and financial outcomes (Net Sales, Gross Margin, EPS, Cash from Operations, Strategic Initiatives); corporate rating 1.39 in 2024, though Mr. Ruiz Rabago had no payout due to start timing .
- Change-in-control protection: Double-trigger vesting and severance framework reduce executive uncertainty and promote continuity without shareholder-unfriendly tax gross-ups .
- Execution focus: His background in digital supply chain transformation, factory automation, and Lean Six Sigma at scale suggests capability to drive operational efficiency; performance impact should be monitored through Cash from Operations and Gross Margin contributions reflected in AIP metrics .