Richard Dierker
CHURCH & DWIGHT CO INC /DE/About Richard Dierker
Richard A. Dierker (age 45) becomes President & CEO of Church & Dwight on April 2, 2025 and joins the Board the same day; he previously served as EVP, CFO & Head of Business Operations (Apr 2022–Mar 2025) and CFO (2016–Apr 2022), after earlier finance roles at CHD, Alpharma, and Ingersoll-Rand . Under his leadership influence in 2024, CHD delivered $6.1B net sales, Adjusted Diluted EPS of $3.47 (+9.5% YoY on company-defined basis), cash from operations of $1.16B, and TSR of 12% (following 18.7% in 2023) . He will be a non‑independent director and serve on the Board’s Executive Committee; the Board will transition to an independent chair in 2025 to balance CEO/Director dual role governance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Church & Dwight | President & CEO; Director (Executive Committee) | 2025– | Elevate growth/operations oversight; board participation as non‑independent director |
| Church & Dwight | EVP, CFO & Head of Business Operations | 2022–2025 | Oversaw finance and business operations during period of EPS and cash flow delivery |
| Church & Dwight | EVP, CFO | 2016–2022 | Led finance through brand portfolio expansion and TSR resilience |
| Church & Dwight | VP, Corporate Finance | 2012–2016 | Corporate planning, capital structure support |
| Church & Dwight | Operations Controller (Supply Chain Finance lead) | 2009–2012 | Supply chain finance and cost discipline |
| Alpharma, Inc. | Senior financial management | 2008–2009 | Specialty pharma finance leadership exposure |
| Ingersoll-Rand Ltd. | Finance & business development roles | Pre‑2008 | Industrial multi-national finance experiences |
External Roles
- No current outside public company directorships disclosed for Dierker in the proxy; board service will be at CHD effective April 2, 2025 .
Fixed Compensation
| Item | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | $726,600 (in effect 12/31/24) | $1,075,000 (promo to CEO) | 47.9% increase tied to CEO appointment |
| Annual Incentive Target (% of salary) | 95% | 125% (CEO) | Target plan rating framework set at 1.2 for 2024 |
| Actual Annual Bonus Paid ($) | $945,300 | — | Paid at 116% of 1.2 award opportunity based on 1.39 performance rating |
Performance Compensation
- Long-term incentive structure (2024 for NEOs): 75% stock options (10-year term, 3-year cliff vest at anniversary), 15% PSUs (3-year relative TSR), 10% RSUs (3-year ratable) . CEO targets increased markedly for 2025 (LTI target from 320% to 659% of salary) .
2024 Annual Incentive Plan – Metrics, Targets, Actuals, Payout
| Metric (each 20% weighting) | Threshold | Target (1.2 plan rating) | Max (2.0 rating) | Actual (as adjusted) | Rating |
|---|---|---|---|---|---|
| Net Sales ($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 | Qualitative 0.75–1.50 | Qualitative 0.75–1.50 | Qualitative (scored) | 1.34 |
| Corporate performance rating | 1.39 (weighted avg) |
- Individual payout: Dierker’s AIP paid $945,300, equal to 116% of award opportunity at the 1.2 plan rating .
2024 Equity Grants (Award mix and details)
| Award | Grant date | Shares/Options | Exercise/Price | Grant date fair value ($) | Vesting |
|---|---|---|---|---|---|
| Stock Options | 3/1/2024 | 58,500 | $100.28 | 1,743,840 | 3-year cliff; 10-year term; FMV strike |
| RSUs | 3/1/2024 | 2,320 | — | 232,512 | 3-year ratable (start 1-year from grant) |
| PSUs (Relative TSR) | 3/1/2024 | 2,850 target (5,700 max) | — | 348,768 (target) | 3-year performance; relative TSR |
Equity Ownership & Alignment
| Component | Detail |
|---|---|
| Beneficial ownership | 10,153 shares; less than 1% of outstanding (246,109,929 shares) |
| Notional shares (EDCP) | 14,123 notional shares in Executive Deferred Compensation Plan |
| Unvested RSUs (12/31/24) | 1,594 ($166,908) and 2,320 ($242,927) shown as two RSU grants and values |
| Unvested PSUs (12/31/24) | 2,690 ($281,670) and 2,850 ($298,424) at target; pay based on 3-year relative TSR |
| Options outstanding (unexercisable) | 83,340 @ $84.85 (vest 6/13/2025), 62,260 @ $83.13 (vest 3/1/2026), 58,500 @ $100.28 (vest 3/1/2027) |
| 2024 option exercise | Exercised 111,120 options; value realized $2,635,281 |
| Ownership guidelines | CFO 3x salary; CEO 6x salary. Options excluded from compliance calc since 4/27/2022; executives on track to meet within five years |
| Hedging/pledging | Hedging and pledging prohibited by policy; none of the shares held by directors/executives in the ownership table are pledged |
| Clawbacks | NYSE-mandated clawback plus supplemental policy covering misstatements, cause, and covenant breaches |
Employment Terms
| Provision | Key terms |
|---|---|
| Severance (non‑CIC) | Lump sum equal to one year base salary (CEO two years); pro‑rata AIP based on actual performance; 12 months medical/dental (CEO 24 months); life insurance, outplacement; non‑compete, non‑solicit, non‑disparagement |
| Change‑in‑control (CIC) | Double trigger required (CIC + qualifying termination within 24 months); no excise tax gross‑ups (cut‑back if beneficial) |
| Equity on CIC | Grants on/after 7/30/2019 require double trigger; upon qualifying termination after CIC, options/RSUs/PSUs vest (PSUs at target) |
| Potential payments (Dierker) | CIC termination total $6,839,670; Non‑CIC termination total $750,650; Death/Disability total $3,957,831. Components include severance cash $2,833,740 (CIC) / $726,600 (non‑CIC), plus equity and benefits |
Board Governance
| Item | Detail |
|---|---|
| Board service | Director effective April 2, 2025 (non‑independent); Executive Committee member |
| Independence | Board determined executives (Farrell, Dierker) are not independent; all committee members independent |
| Leadership balance | Independent Lead Director in place; Board appointing independent Chair (Saligram) effective Sept 30, 2025 to replace outgoing Chair Farrell, mitigating CEO/Director dual-role concerns |
| Executive sessions | Independent directors hold regular executive sessions without management |
Director Compensation
- Employee directors do not receive additional director fees; the Compensation Plan for Directors applies to non‑employee directors only (evidenced by Farrell receiving no additional fees as CEO director) .
Compensation Peer Group (Benchmarking)
- Committee targets ~50th percentile of Compensation Peer Group/surveys when setting target total direct compensation; for 2025, Dierker’s CEO target set around peer median and at 85% of Farrell’s prior target to reflect first‑time public company CEO status .
- Performance Peer Group (consumer staples CPG) used for AIP relative gross margin and PSU relative TSR; includes names like Clorox, Colgate-Palmolive, Hershey, Kimberly-Clark, P&G, Kenvue, etc. (full list in proxy) .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support: ~88.6% approval. Committee engaged with investors and maintained pay-for-performance design; added RSUs/PSUs beginning 2023 based on feedback .
Perquisites, Deferred Comp, and Other
- Limited perquisites; 2024 “All Other Compensation” for Dierker included profit sharing $124,541, qualified match $17,250, non‑qualified match $72,348, $10,000 charitable donation, and $877 dividend equivalents .
- EDCP (nonqualified deferred comp): Dierker contributed $620,374; company contributed $166,577; 2024 earnings $912,955; year‑end balance $6,472,201 .
Compensation Structure Analysis
- Greater at‑risk mix: For 2024, Dierker’s LTI target was 320% of salary, increasing to 659% as CEO in 2025—tightening alignment to equity outcomes .
- Options‑heavy LTI (75%) preserves strong linkage to absolute TSR; PSUs (15%) add relative TSR discipline; RSUs (10%) offer retention—balanced but still levered to stock appreciation .
- AIP metrics diversified across Net Sales, Gross Margin (shifting from relative to absolute in 2025), EPS, CFFO, and Strategic Initiatives; max plan payout reset to 200% in 2025 (financial metrics up to 220%; strategic initiatives 80–120%)—aligning with market practice while preserving cap .
Risk Indicators & Red Flags
- Policy protections: no option repricing without shareholder approval; no CIC excise tax gross‑ups; robust clawbacks; hedging/pledging bans .
- Upcoming vesting events: sizable option tranches vest on 6/13/2025 and 3/1/2026/2027, which can create sell‑to‑cover flow near vest dates; options 83,340 vest 6/13/2025 .
Investment Implications
- Alignment: As incoming CEO, Dierker’s comp is highly equity‑centric (notably options), amplifying sensitivity to multi‑year TSR and absolute price appreciation; AIP continues to emphasize cash generation and EPS quality .
- Near‑term flows: 6/13/2025 option vest could coincide with sell‑to‑cover activity; 3/1 annual vest cadence for 2026/2027 similarly noteworthy for flow-sensitive traders .
- Governance balance: Non‑independent CEO/director status is offset by an independent Chair from Sept 2025 and regular executive sessions, limiting dual-role governance risk .
- Retention/COC: Double‑trigger CIC and moderate severance with strong clawbacks/hedging bans reduce shareholder‑unfriendly risk; no tax gross‑ups .
Key data sources: 2025 DEF 14A Proxy Statement (March 20, 2025). Specific citations throughout.