Michael Read
CHURCH & DWIGHT CO INC /DE/About Michael Read
Michael G. Read, age 50, is Executive Vice President, International at Church & Dwight, a role he has held since October 2021 after serving as General Manager of the Canadian subsidiary . His background spans consumer and revenue leadership roles at Aryzta AG (SVP, Customer Development), Molson Coors (Global VP Revenue Management; Senior EVP Brands & Innovation, Molson Coors UK; VP Marketing for Coors Light and Portfolio Innovation, Molson Coors Canada), and brand/sales roles at Reckitt Benckiser Canada . Under his leadership, CHD’s international business is “about a $1.1 billion” division with a broad footprint (subsidiaries and distributors), representing ~18% of company sales, with continued growth and rapid international rollout of acquired brands (e.g., TheraBreath, Hero) to 50 countries by 2025 . Company performance underpins incentive payouts: 2024 delivered $6.1B net sales, $1.16B cash from operations, 12% TSR (following 18.7% TSR in 2023) and an Annual Incentive Plan corporate rating of 1.39 based on metrics spanning Net Sales, Gross Margin, EPS, Cash from Operations and Strategic Initiatives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Church & Dwight (Canada) | General Manager | Not disclosed | Led Canadian subsidiary prior to elevation to EVP International |
| Aryzta AG | SVP, Customer Development | Not disclosed | Senior commercial leadership across global bakery portfolio |
| Molson Coors | Global VP Revenue Management | Not disclosed | Global pricing, mix, and revenue optimization |
| Molson Coors UK | Senior EVP, Brands & Innovation | Not disclosed | Brand leadership and product innovation in UK market |
| Molson Coors Canada | VP Marketing, Coors Light & Portfolio Innovation | Not disclosed | Flagship brand stewardship and innovation pipeline |
| Reckitt Benckiser Canada | Progressive brand and sales management roles | Not disclosed | CPG commercial and brand execution foundation |
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Base Salary (as of 12/31/2024) | $528,800 | Paid in CAD; USD shown using 2023 average FX 0.74036 USD/CAD |
| Salary Paid (2024 SCT) | $510,667 | Summary Compensation Table |
| Target AIP % at 1.0 | 60% | EVP target setting |
| Target AIP % at plan rating 1.2 | 72% | Plan rating set at 1.2 for 2024 |
| Award Opportunity at 1.2 | $380,736 | Based on 12/31/2024 base salary; USD converted using 2024 CAD FX 0.7302325 |
| Actual AIP Award Paid | $419,700 | 116% of award opportunity; reflects 1.39 actual rating |
| All Other Compensation | $86,616 | SCT total perquisites/profit sharing/match/dividend equivalents |
2025 target changes:
- AIP target increased from 60% to 65% of salary for Read; LTI target increased from 125% to 140% of salary .
2024 All Other Compensation detail:
| Component | Amount |
|---|---|
| Dividend Equivalents on Vested RSUs | $238 |
| Profit Sharing | $56,051 |
| Non-Qualified Savings Plan Company Match (NRSP) | $15,327 |
| Perquisites | $15,000 |
Performance Compensation
Annual Incentive Plan (AIP) metrics (equal 20% weighting each):
| Metric | Threshold | Target (1.2 rating) | Maximum (2.0 rating) | Actual Performance | Rating |
|---|---|---|---|---|---|
| Net Sales ($MM) | $5,858 | $6,102 | $6,346 | $6,122 | 1.27 |
| Relative Gross Margin (percentile) | <25th | 55th | 80th | 44th | 0.82 |
| Adjusted Diluted EPS ($) | $3.28 | $3.42 | $3.56 | $3.47 | 1.51 |
| Cash From Operations ($MM) | $927 | $1,030 | $1,133 | $1,159 | 2.00 |
| Strategic Initiatives (qualitative) | 0.75–1.50 scale | 0.75–1.50 scale | 0.75–1.50 scale | 0.75–1.50 scale | 1.34 |
AIP payout (Michael Read):
| Plan Rating | Actual Rating | Actual Award | % of Award Opportunity |
|---|---|---|---|
| 1.20 | 1.39 | $419,700 | 116% |
Long-Term Incentive (design and grants):
- LTI mix for executives: 75% stock options, 15% PSUs (relative TSR), 10% RSUs; PSUs measured on 3-year relative TSR; options align directly to stock performance .
- 2024 grants (Michael Read): 16,640 options at $100.28 exercise; 660 RSUs; 810 PSUs target (max 1,620); grant date fair values $496,179 (options), $66,157 (RSUs), $99,236 (PSUs) .
- RSUs vest in one-third increments on each of the first, second, and third anniversaries; settled in shares within 60 days post-vesting .
- PSUs vest on the later of the third anniversary and Compensation & Human Capital Committee certification; payout ranges 0%–200% based on relative TSR .
Vesting and expirations (options):
| Option Exercise Price | Expiration | Vesting Date |
|---|---|---|
| $84.85 | 6/13/2032 | 6/13/2025 |
| $83.13 | 3/1/2033 | 3/1/2026 |
| $100.28 | 3/1/2034 | 3/1/2027 |
2024 option exercises and stock vested:
| Item | Quantity | Value |
|---|---|---|
| Options exercised | 13,500 | $683,532 |
| Shares vested (stock awards) | 216 | $21,626 |
Equity Ownership & Alignment
Beneficial ownership as of March 5, 2025:
| Holder | Shares | % of Class | Notional Shares (Deferred Plans) |
|---|---|---|---|
| Michael G. Read | 60,524 | <1% | 0 |
Ownership as % of outstanding: approximately 0.0246% calculated from 60,524 shares held and 246,109,929 shares outstanding as of March 5, 2025 (60,524 / 246,109,929) .
Outstanding equity awards at FY 2024 year-end (Read):
| Instrument | Status | Quantity | Strike/Value |
|---|---|---|---|
| Stock Options | Exercisable | 8,700 | $53.75 |
| Stock Options | Exercisable | 9,090 | $50.28 |
| Stock Options | Exercisable | 6,040 | $77.33 |
| Stock Options | Exercisable | 7,290 | $73.87 |
| Stock Options | Exercisable | 5,440 | $84.54 |
| Stock Options | Exercisable | 19,700 | $82.24 |
| Stock Options | Unexercisable | 23,650 | $84.85 |
| Stock Options | Unexercisable | 16,820 | $83.13 |
| Stock Options | Unexercisable | 16,640 | $100.28 |
| RSUs | Unvested | 434 | $45,444 market value |
| RSUs | Unvested | 660 | $69,109 market value |
| PSUs | Target unearned | 730 | $76,438 payout value |
| PSUs | Target unearned | 810 | $84,815 payout value |
Ownership policy and pledging:
- Executive stock ownership guidelines: EVP required to hold 2.5x salary; if below, must retain 50% of net-after-tax shares from company equity .
- Company policy prohibits pledging and hedging of company stock; none of the shares held by directors/executives in the ownership table are pledged .
Employment Terms
Change-in-control and severance framework:
- Double-trigger equity vesting for awards granted on/after July 20, 2019; cash severance payable only with qualifying termination following a change in control .
- CIC cash severance equals 2x (3x for CEO) base salary plus target AIP bonus; plus pro-rated target bonus; paid six months after termination .
- No excise tax gross-ups; option repricing prohibited without prior shareholder approval .
Potential payments upon termination (Michael Read):
| Scenario | Severance Payments | Stock Options | RSUs | PSUs | Health & Welfare | Total |
|---|---|---|---|---|---|---|
| Change in Control – Termination (without cause/for good reason) | $1,692,160 | $906,380 | $114,553 | $80,050 | $13,486 | $2,806,629 |
| Non-CIC – Termination (without cause/for good reason) | $528,800 | — | — | — | $6,743 | $535,543 |
| Death & Disability | — | $906,380 | $114,553 | $80,050 | — | $1,100,983 |
Compensation Structure Analysis
- Pay-for-performance alignment: 2024 AIP design used five counterbalancing metrics; corporate rating 1.39 drove Read’s payout at 116% of award opportunity, consistent with company overachievement on EPS, Cash From Operations, Net Sales, and Strategic Initiatives despite below-target Relative Gross Margin .
- LTI mix tilts to performance leverage: 75% stock options (value realized only with sustained share price appreciation), 15% PSUs tied to 3-year relative TSR, 10% RSUs to support retention and alignment; PSUs vest after committee certification, reinforcing longer-term TSR focus .
- 2025 tightening: AIP target increased to 65% of salary and LTI target to 140% for Read, indicating elevated performance expectations and equity emphasis in total compensation .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited by policy; none of the reported executive/director shares are pledged .
- Option repricing: Explicitly prohibited without shareholder approval .
- Tax gross-ups: No excise tax gross-ups on CIC payments, mitigating shareholder-unfriendly practices .
- Insider selling pressure: 2024 exercises of 13,500 options ($683,532 realized) and recurring RSU vesting cadence may create periodic liquidity events; future unexercisable options vest on 3/1/2026 and 3/1/2027, and 2024 RSUs vest annually in thirds, while 2024 PSUs cliff-vest post three-year period subject to certification .
Equity Ownership & Alignment (Supplemental)
| Policy Element | Detail |
|---|---|
| EVP ownership guideline | 2.5x base salary; hold 50% of net shares until compliant |
| Prohibitions | Short sales, derivatives, hedging, pledging, margin purchases prohibited |
| Compliance timing | Executives generally expected to meet guidelines within five years of amendment/effective date |
Performance & Track Record (International)
- International scale and trajectory: “About a $1.1 billion” business with subsidiaries and distributor models; 18% of CHD sales outside the U.S.; accelerated global rollout of TheraBreath and Hero to 50 countries by 2025; enhanced infrastructure (ERP, regulatory/IT) and expanded offices across Panama, China, Singapore; M&A presence added in Europe and Asia to broaden deal flow .
Investment Implications
- Alignment: Compensation design emphasizes multi-metric annual performance and long-term TSR via options/PSUs, supporting shareholder value creation; Read’s 2024 payout reflects robust company performance across growth and cash conversion .
- Retention risk: Equity-heavy LTI plus RSU/PSU structures with multiyear vesting mitigate departure risk; double-trigger CIC terms and absence of tax gross-ups suggest balanced governance .
- Trading signals: Scheduled vesting (RSUs annually; options in 2026/2027; PSUs in year three), alongside prior option exercises in 2024, creates periodic monetization windows that may influence short-term insider selling activity without necessarily altering strategic alignment .
- International execution: Scale (~$1.1B), geographic expansion, and rapid post-acquisition brand internationalization under Read support durable top-line contribution; continued TSR delivery and AIP structure provide reinforcement to maintain operational discipline and cash generation .