Penry Price
CHURCH & DWIGHT CO INC /DE/About Penry Price
Penry W. Price (age 56) is an independent director of Church & Dwight, serving since 2011. He is founder and managing partner of Charcoal Advisors, LLC (since Feb 2025), and previously served as Vice President, Marketing Solutions at LinkedIn (2013–Feb 2025), President of Dstillery/Media6Degrees (2011–2013), and held senior roles at Google (2004–2011) and Wenner Media (2000–2004). His background centers on digital marketing, advertising, and social networks, which the Board cites as core marketing and technology expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LinkedIn Corporation (Microsoft subsidiary) | Vice President, Marketing Solutions | Oct 2013 – Feb 2025 | Digital marketing leadership; social media/e-commerce insights |
| Dstillery, Inc. (Media6Degrees) | President | Jun 2011 – Oct 2013 | Marketing technology; data-driven advertising |
| Google, Inc. | VP, Agency Sales & Partnerships, Worldwide (various roles) | Jun 2004 – Jun 2011 | Global digital advertising ecosystem; partnerships |
| Wenner Media, LLC | Sales Director | Jul 2000 – Jun 2004 | Revenue generation; strategic partnerships |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Charcoal Advisors, LLC | Founder and Managing Partner | Feb 2025 – Present | Private (consulting) |
| — | — | — | No current public company directorships disclosed |
Board Governance
- Independence: Affirmatively determined independent by the Board under NYSE and CHD categorical standards .
- Committee assignments (2024–2025): Chair, Compensation & Human Capital Committee; Member, Audit Committee; Member, Executive Committee .
- Attendance: Each director attended at least 75% of aggregate Board and committee meetings in 2024; meeting counts were Board (9), Audit (5), Compensation & Human Capital (5), Governance (4), Executive (0) .
- Executive sessions: Independent directors meet in regular executive sessions chaired by the Lead Director; independent Chairman expected to continue chairing sessions after Sept 30, 2025 .
- Lead Independent Director/Chair: Lead Director is Ravichandra K. Saligram; Board appointed him independent Chairman effective Sept 30, 2025, contingent on reelection .
Fixed Compensation
| Component | 2024 Amount | Structure/Notes |
|---|---|---|
| Annual Board/Committee Retainers | Chair, Compensation & Human Capital: $140,000; Other non-employee director: $120,000 | Retainers may be taken in cash or shares per director election |
| Special Assignment Fee | $2,000 per meeting (cap $20,000 per director) | As determined by Governance, Nominating & Corporate Responsibility Committee |
| 2024 Annual Equity Grant | $160,000 | 50% RSUs, 50% stock options under 2022 Omnibus Plan |
2024 Director Compensation (Penry Price):
| Item | Amount ($) | Mix |
|---|---|---|
| Fees Earned or Paid in Cash | — | Elected to receive fees in stock |
| Stock Awards (incl. RSUs + stock-settled retainer) | 220,000 | RSUs component of annual equity + retainer paid in shares |
| Option Awards | 80,000 | Options component of annual equity |
| Total | 300,000 | Aggregate 2024 director compensation |
Stock ownership guidelines for directors: 5x standard annual retainer ($120,000 in 2024 → $600,000); directors must hold 50% of shares received until guideline met; options do not count; all directors are on track within five years of Apr 27, 2022 amendment or their start date .
Performance Compensation
| Award Type | Grant Value (2024) | Vesting | Key Terms/Triggers |
|---|---|---|---|
| RSUs | $80,000 | Vest in full on 1st anniversary of grant, subject to continued Board service | Immediate vest on retirement (≥6 years service) or upon death/disability; settled in shares |
| Stock Options | $80,000 | Vest in full on 3rd anniversary of grant or 3rd annual meeting following grant | Continue vesting post-retirement; remain outstanding for option term; vesting continues upon death/disability |
Note: CHD does not tie director compensation to performance metrics (no director bonus/PSUs); director equity awards are time-based for alignment and retention .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Price |
| Compensation committee interlocks | None in 2024; no insider participation and no related relationships requiring disclosure |
| Shared directorships with competitors/suppliers/customers | Not disclosed; Governance Committee reviews potential conflicts |
Expertise & Qualifications
- Extensive senior executive experience in digital marketing, advertising, and social networks; provides perspective on social media and digital technology to reach consumers .
- Board competencies aligned with Marketing & Sales and Public Company Governance skill needs identified by the Board .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 108,423 | Includes options exercisable within 60 days and RSUs vesting within 60 days |
| Ownership as % of shares outstanding | <1% | “*” indicates less than one percent per proxy convention |
| Options exercisable within 60 days | 78,810 | Included in beneficial ownership |
| Total options outstanding | 91,450 | Held at Dec 31, 2024 |
| Options unexercisable (derived) | 12,640 | 91,450 – 78,810 |
| RSUs vesting within 60 days | 750 | Included in beneficial ownership |
| Deferred compensation notional shares | 0 | No director deferral balance for Price |
| Shares pledged as collateral | None | Proxy states no pledged shares for directors/officers |
| Anti-hedging/pledging policy | Prohibits pledging, short sales, and hedging involving CHD stock | |
| Director stock ownership guideline | 5x standard retainer; hold 50% of shares until met | Options excluded from guideline; all directors “on track” |
Insider Trades
| Date | Transaction | Shares | Price | Source |
|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | Form 4 transactions are not summarized in the DEF 14A; CHD policy prohibits hedging/pledging . For related person transactions, none disclosable in 2024 . |
Governance Assessment
- Strengths: Independent status; chairs Compensation & Human Capital Committee; active Audit Committee member; attendance at least 75%; compensation taken in stock (fees paid in shares) and significant option holdings indicate alignment; robust anti-hedging/pledging and stock ownership guidelines .
- Potential watch items: New external consulting venture (Charcoal Advisors, LLC) was formed in Feb 2025—no related-party transactions disclosed in 2024, but ongoing monitoring for any business dealings with CHD or material customers/suppliers is prudent; overboarding limits are in place and all directors are in compliance .
- Committee governance: No compensation committee interlocks or insider participation; independent committees with clear charters and periodic risk assessments (including human capital and pay risk review) .
RED FLAGS
- None disclosed: No related-person transactions in 2024; no pledging or hedging; no interlocks; attendance policy met .