Ravichandra Saligram
CHURCH & DWIGHT CO INC /DE/About Ravichandra K. Saligram
Independent director; age 68; Lead Director since 2023; Director since 2006. The Board has appointed him to become independent Chairman effective September 30, 2025, contingent upon reelection. Former CEO of Newell Brands (2019–2023), CEO of Ritchie Bros. Auctioneers (2014–2019), CEO/President of OfficeMax (2010–2013), and senior executive at ARAMARK and InterContinental Hotels Group; earlier brand management at S.C. Johnson. His experience spans global operations, consumer goods, hospitality, and governance, supporting strategic planning and risk oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Newell Brands | President & CEO; Board member | Oct 2019–May 2022 (President & CEO); May 2022–May 2023 (CEO & Board) | Led turnaround and brand portfolio; governance and control perspective |
| Ritchie Bros. Auctioneers | CEO; Board member | Jul 2014–Oct 2019 | Industrial auctions leadership; global operations |
| OfficeMax | CEO & President; Director | Nov 2010–Nov 2013 | B2B and retail office products distribution |
| ARAMARK | EVP; President, ARAMARK International; Chief Globalization Officer; SVP | 2003–Nov 2010 | Globalization, international management |
| InterContinental Hotels Group | President, Brands & Franchise NA; CMO & MD Global Strategy; President, International; President, Asia Pacific | 1994–2002 | Brand strategy and international expansion |
| S. C. Johnson & Son | General/Brand Management | Earlier career (dates not specified) | Consumer brands foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Newell Brands | Director | Oct 2019–May 2023 | Former CEO; stepped down May 2023 |
| Ritchie Bros. Auctioneers | Director | Jul 2014–Oct 2019 | Concurrent with CEO tenure |
Board Governance
- Independence: Affirmatively determined independent (NYSE standards) by Board in Jan 2025. All members of Audit, Compensation & Human Capital, and Governance committees are independent.
- Current CHD committees: Compensation & Human Capital; Governance, Nominating & Corporate Responsibility; Executive. Lead Director since Feb 2023; appointed Chairman effective Sept 30, 2025 (contingent on election).
- Executive sessions: Chairs executive sessions of independent directors as Lead Director; will continue as independent Chairman.
- Attendance: Each incumbent director attended at least 75% of Board and committee meetings in 2024; all directors attended the 2024 Annual Meeting.
- 2024 meeting cadence: Board (9), Audit (5), Compensation & Human Capital (5), Governance (4), Executive (0).
- Compensation Committee interlocks: None in FY2024; no related person transactions requiring disclosure for Compensation & Human Capital Committee members.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned/Paid in Cash | $150,000 | Lead Director annual retainer |
| Stock Awards (RSUs) | $80,000 | Grant-date fair value under 2022 Omnibus Plan |
| Option Awards | $80,000 | Grant-date fair value under 2022 Omnibus Plan |
| Total | $310,000 | Sum of cash + equity values |
- 2024 director fee schedule: Lead Director $150,000; other committee chair retainers—Audit $145,000; Compensation $140,000; Governance $140,000; other directors $120,000; Finance Committee per meeting $2,000; annual equity grant $160,000; special assignment per meeting $2,000.
- Annual compensation limit: $750,000 max aggregate (cash + equity) per non-employee director.
- Payment elections: Directors may elect 100% stock, 50/50 cash-stock, or 100% cash if ownership guidelines met.
- Deferred compensation: Notional share accounts available; distributions post-service (lump sum or up to 10 years); accelerated on change in control. Saligram did not defer 2024 fees; he has a notional share balance from prior elections.
Performance Compensation
| Element | Performance Metrics | Vesting | Notes |
|---|---|---|---|
| Annual RSU grant | None (time-based) | 100% on first anniversary of grant | Immediate vesting on “Retirement” (≥6 years service); accelerated on death/disability |
| Annual Option grant | None (time-based) | 100% on earlier of 3rd anniversary or 3rd annual meeting after grant | Continues to vest post-Retirement; option term remains; accelerated on death/disability |
No performance-based (TSR/EBITDA/ESG) metrics apply to non-employee director grants; awards are time-based per the Compensation Plan for Directors.
Other Directorships & Interlocks
| Company | Relationship to CHD | Potential Conflict/Interlock |
|---|---|---|
| Newell Brands (former) | None disclosed | No CHD-related transactions; independence affirmed |
| Ritchie Bros. Auctioneers (former) | None disclosed | No CHD-related transactions; independence affirmed |
- Compensation committee interlocks: None in FY2024; no reciprocal executive committee overlaps disclosed.
Expertise & Qualifications
- Global P&L leadership across consumer goods, industrial services, hospitality; deep brand building and international operations.
- Governance and control perspective beneficial for strategic planning and risk assessment; experienced in executive oversight and performance evaluation.
- CHD leadership: Lead Director responsibilities include agenda approval, information flow, executive session chairing, shareholder communication; continuing as independent Chairman.
Equity Ownership
| Item (as of Mar 5, 2025 unless noted) | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 127,627 | Includes 79,810 options exercisable within 60 days; 750 RSUs vesting within 60 days |
| Percent of class | <1% | Based on 246,109,929 outstanding shares |
| Notional shares (Deferred Plan) | 57,564 | Non-voting; distributed per elections; accelerated on change in control |
| Options held (12/31/2024) | 91,450 | Aggregate outstanding options |
| RSUs held (12/31/2024) | 750 | Time-based RSUs |
| Shares pledged as collateral | None | Company states none pledged for directors/executives |
| Trust-held shares | 46,247 | Two trusts; sole voting/investment power |
- Director stock ownership guideline: 5× standard annual retainer (retainer $120,000 in 2024 → $600,000 value target within 5 years). Calculation includes owned shares/RSUs, notional shares, and qualifying trust holdings.
Governance Assessment
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Strengths:
- Independence confirmed; serving as Lead Director and transitioning to independent Chairman enhances board oversight and investor confidence.
- Active committee service (Compensation & Human Capital; Governance; Executive) with robust meeting cadence; attendance at least 75% across assignments; full Annual Meeting participation.
- Director compensation aligned to market median; balanced mix of cash and time-based equity; no option repricing without shareholder approval; annual compensation cap.
- Alignment: meaningful share/option holdings; no pledging; ownership guidelines in place.
- No compensation committee interlocks or related-party transactions requiring disclosure in FY2024.
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Watch items / potential red flags:
- Equity awards are time-based (no explicit performance metrics), which can dilute pay-for-performance signaling for directors, though this is standard practice.
- Deferred compensation accounts distribute immediately upon change in control (accelerated), which can be perceived as entrenchment benefit, albeit typical for director deferrals.
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Overall implication: The transition to an independent Chair with deep multi-industry CEO experience should strengthen board effectiveness and oversight during CHD’s CEO succession, mitigating governance risk and supporting investor confidence.