Janet Vergis

About Janet S. Vergis

Independent director since 2014 (age 60); Chair of the Governance, Nominating & Corporate Responsibility Committee; member of the Compensation & Human Capital Committee and Executive Committee. Career includes CEO of OraPharma (led turnaround and sale), President roles at Janssen Pharmaceuticals/McNeil Pediatrics/Ortho‑McNeil Neurologics (J&J), and Executive Advisor to private equity firms focusing on healthcare investments .

Past Roles

External Roles

Board Governance

• Independence: Board affirmatively determined Ms. Vergis is independent under NYSE standards and company categorical standards .
• Attendance/engagement: In 2024, each incumbent director attended at least 75% of aggregate Board and relevant committee meetings; Board met 9 times; Governance Committee met 4; Compensation & Human Capital met 5 .
• Executive sessions: Independent directors and each committee meet in regular executive sessions without management; Lead Director chairs these sessions .

Fixed Compensation

Director fee schedule (context for 2024):

• Annual cash retainers: Governance Chair $140,000; Audit Chair $145,000; Compensation Chair $140,000; Lead Director $150,000; other non‑employee directors $120,000; Finance Committee Chair per meeting $2,000 .
• Annual equity grant policy: $160,000 (non‑employee directors), paid as 50% stock options and 50% RSUs .
• Directors may elect fee payments in cash, stock, or 50/50, subject to stock ownership guideline status; deferral option available via director deferred compensation plan .

Performance Compensation

2024 actual equity values for Ms. Vergis: Stock awards $150,000; Option awards $80,000 (grant‑date fair values) .

No director performance metrics (TSR, EBITDA, ESG) apply to director equity; awards are time‑based under the 2022 Omnibus Equity Compensation Plan and subject to company clawback policies embedded in plan/agreements .

Other Directorships & Interlocks

• Overboarding policy: CHD limits non‑employee directors to four public company boards (including CHD); compliance reviewed annually and all directors are in compliance. Ms. Vergis currently serves on CHD, Teva, Dentsply Sirona, and SGS (i.e., at policy limit) .

Expertise & Qualifications

• 35+ years in healthcare leadership with deep R&D/product development and FDA‑regulated product experience; strengths in oral and women’s health categories .
• As Governance Chair, she oversees board refreshment, independence/conflicts, and the company’s sustainability program governance, with regular reporting to the Board .

Equity Ownership

Stock ownership guidelines:

• Directors must hold shares equal to 5× the standard annual retainer ($600,000 based on the $120,000 retainer for 2024). Options are excluded from guideline calculation (April 27, 2022 amendment). Directors must reach compliance within five years of the later of the amendment date or board join date; all non‑employee directors are on track to meet guidelines .

Insider Trades (Form 4 Filings)

Note: These filings reflect changes in beneficial ownership (e.g., equity grants, RSU vesting, option transactions). Review the linked EDGAR documents for transaction detail and amounts.

Governance Assessment

• Strengths

  • Independence affirmed; no disclosable related‑party transactions in 2024 .
  • High governance influence as Chair of Governance Committee with oversight of director independence/refreshment and sustainability; regular board reporting strengthens transparency .
  • Attendance threshold met; active committee schedule supports engagement .
  • Alignment: meaningful equity holdings; director equity awards subject to time‑based vesting and clawback provisions in the Omnibus Equity Plan; anti‑hedging/pledging policy in force .

• Watchpoints

  • Overboarding capacity: She serves on four boards including CHD—the maximum under CHD policy. While compliant, this is a capacity constraint to monitor for potential time/attention risks should additional commitments arise .
  • Continued Form 4 activity reflects routine director equity movements; monitor for any deviations (e.g., sales volume spikes) though pledging/hedging is prohibited (see filings above).

• Signals affecting investor confidence

  • Board leadership transition and continued emphasis on independent oversight (Lead Director/independent Chair governance structure) bolster governance quality; Ms. Vergis’s committee leadership is aligned with this framework .
  • Stock ownership guidelines and clawbacks enhance long‑term alignment and risk control for equity awards, including director grants .

RED FLAGS: None disclosed for related‑party transactions, hedging/pledging, or low attendance. Capacity risk due to board count at policy maximum is a monitored item, not a current violation .