Patrick de Maynadier

About Patrick de Maynadier

Patrick D. de Maynadier, age 64, is Executive Vice President, General Counsel and Secretary of Church & Dwight (CHD), a role he has held since December 2011 . Under the current executive compensation framework, his incentives are tied to a balanced scorecard including Net Sales, Adjusted Diluted EPS, Cash from Operations, Relative Gross Margin, and Strategic Initiatives; CHD delivered 2024 Adjusted EPS of $3.47, Cash from Operations of $1.159B, Net Sales of $6.122B, and TSR of 12.0% in 2024, supporting above-target annual bonuses for NEOs . Stock ownership guidelines require Executive Vice Presidents to hold 2.5x salary, with anti-hedging and anti-pledging policies in force, and clawbacks compliant with NYSE rules, aligning his incentives with shareholders .

Past Roles

External Roles

• No public company directorships or external board roles disclosed in the latest proxy for Mr. de Maynadier .

Fixed Compensation

Multi-year disclosed compensation (USD):

2024 All Other Compensation detail (selected items):

• Profit sharing: $72,885; Qualified plan match: $17,250; Non-qualified plan match: $35,185; Company charitable donations: $10,000; Executive health program: $3,750; Perquisites: $2,450 .

Base salary in effect as of 12/31/2024: $530,900 (increase effective March 1, 2024) .

Performance Compensation

Annual Incentive Plan (AIP) design and 2024 outcome

• 2024 AIP metrics (equal 20% weighting): Net Sales, Relative Gross Margin (percentile), Adjusted Diluted EPS, Cash from Operations, Strategic Initiatives .
• Target opportunity: 60% of salary at 1.0 plan rating; 72% of salary at 1.2 plan rating; Award opportunity at 1.2 plan rating: $382,248 .
• Actual 2024 corporate performance rating: 1.39; Actual AIP paid to Mr. de Maynadier: $439,900, or 116% of the 1.2 plan award opportunity .

2024 company performance context:

• Adjusted EPS $3.47; CFFO $1.159B; Net Sales $6.122B; TSR +12.0% in 2024 (after +18.7% in 2023) .

Long-Term Incentive (LTI) structure and 2024 grants

• LTI mix: 75% stock options, 15% performance stock units (PSUs), 10% restricted stock units (RSUs). Executive Vice Presidents’ LTI target = 170% of salary (policy mix; applies to NEOs including Mr. de Maynadier) .
• 2024 grants to Mr. de Maynadier:
  • Stock Options: 22,710 options at $100.28 exercise price, grant-date fair value $676,898; 10-year term; cliff vest on 3rd anniversary (3/1/2027), service-based .
  • RSUs: 900 units, grant-date fair value $90,253; vest ratably over 3 years .
  • PSUs (relative TSR metric): target 1,110 units, grant-date fair value $135,380 (max $270,759); vesting based on relative TSR performance over the performance period .

2024 realized equity activity:

• Options exercised: 168,940 shares; value realized $8,102,868 .
• Stock awards vested: 329 shares; value realized $32,939 .

Equity Ownership & Alignment

Beneficial ownership and outstanding awards (as of March 5, 2025 / Dec 31, 2024)

• Beneficially owned shares: 109,322; Notional deferred comp share equivalents: 15,512; Pledged shares: none disclosed for directors/executives .
• Shares outstanding: 246,109,929; individual ownership shown as below 1% in proxy table .
• Stock ownership guidelines (Executive Vice President): 2.5x base salary; executives expected to achieve within five years; if below, must hold 50% of net shares from equity deliveries; option value excluded from guidelines since April 27, 2022; executives are “on track” to meet guidelines .

Outstanding equity (12/31/2024):

• Options (exercisable): 54,510 at $73.87 expiring 6/15/2030; 41,340 at $84.54 expiring 6/14/2031 .
• Options (unexercisable): 35,130 at $84.85 expiring 6/13/2032; 25,880 at $83.13 expiring 3/1/2033; 22,710 at $100.28 expiring 3/1/2034 .
• RSUs outstanding: 661 units ($69,213); 900 units ($94,239) .
• PSUs (target unearned): 1,120 units ($117,275); 1,110 units ($116,228) .

Upcoming vesting dates for unexercisable option tranches (company-wide schedule for 2022–2024 grants):

Policies strengthening alignment and limiting risk:

• Anti-hedging and anti-pledging for directors and employees; prohibition on short sales and monetization transactions .
• Robust clawback policies compliant with NYSE; extended to broader senior leadership; clawbacks embedded in AIP and Omnibus Plan .

Deferred compensation (EDCP) – 2024 activity and balance

Employment Terms

Change-in-control (CIC) and severance framework:

• CIC severance (double-trigger) for NEOs other than CEO: lump sum equal to 2x (base salary + target AIP), plus pro-rated target AIP, benefits continuation (24 months), and equity acceleration per plan rules; no excise tax gross-ups (cutback provision applies) .
• Non-CIC severance: lump sum equal to base salary (paid half at 6 months and half over 6 months), pro-rated actual AIP at normal pay date, 12 months benefits continuation; non-competition, non-solicitation, and non-disparagement provisions apply .

Patrick de Maynadier – quantified potential payments (assuming 12/31/2024 termination):

Additional plan mechanics and retirement eligibility:

• Stock options: post-2019 grants require double-trigger for CIC vesting; options generally cliff-vest after 3 years .
• PSUs: pro-rated vesting at target upon certain terminations under the 2024 award agreement; retirement treatment allows continued vesting subject to performance .
• As of 12/31/2024, Mr. de Maynadier met the company’s minimum “age plus years of service” requirement for retirement under plan terms .

Performance & Track Record (company context during his tenure)

Say-on-Pay support (2024): 88.6% of votes cast in favor, indicating broad investor support for the executive pay program .

Compensation Structure Analysis

• Cash vs equity mix: For 2024, salary $527.5k, bonus $439.9k, equity grants (options/RSUs/PSUs) total grant-date value $1.0M+ with options as the largest component, consistent with CHD’s 75% options, 15% PSUs, 10% RSUs LTI mix for NEOs (EVP LTI target 170% of salary) .
• Shift toward performance-based equity: PSUs tied to relative TSR (target and max values disclosed), reinforcing external performance alignment .
• No hedging/pledging and robust clawbacks reduce risk and strengthen alignment .
• 2025 adjustments: Mr. de Maynadier’s AIP target increased from 60% to 65% of salary; ownership and pay governance remain intact .

Risk Indicators & Red Flags

• Hedging/pledging: Prohibited for insiders (mitigates alignment risk) .
• Option repricing: Prohibited without shareholder approval .
• Say-on-Pay: Strong 2024 support (88.6%) .
• Option exercises: Significant 2024 exercises ($8.1M value realized) could signal liquidity needs or portfolio diversification; upcoming option cliffs in 2025–2027 may create episodic selling pressure as awards vest (policy permits trading only in open windows) .

Equity Ownership & Alignment (detail)

Employment Terms (detail)

Investment Implications

• Alignment strong; risk controls robust: Ownership guidelines (2.5x salary for EVPs), anti-hedging/pledging, and clawbacks indicate sound governance and alignment with shareholders; say-on-pay support (88.6%) reduces governance overhang risk .
• Event-driven trading windows: Significant 2024 option exercises and forthcoming cliff vesting dates (June 2025, March 2026, March 2027) create identifiable windows where insider selling pressure could rise, subject to trading windows; monitor Form 4s around vesting dates .
• Retention calculus: Retirement eligibility plus retirement-friendly equity treatment (continued vesting/retirement provisions) can modestly increase near-term transition risk, though CIC/non-CIC protections are standard and shareholder-friendly (no excise gross-ups; double-trigger equity) .
• Pay-for-performance linkage intact: Above-target AIP payout in 2024 was driven by strong EPS and cash flow vs plan, while PSUs emphasize relative TSR, reinforcing external performance alignment; continue to track metric mix changes (e.g., 2025 shift back to absolute Gross Margin) for incentive difficulty and sustainability of payouts .