Robert Shearer
CHURCH & DWIGHT CO INC /DE/About Robert K. Shearer
Independent director at Church & Dwight (CHD) since 2008; age 73. Retired Senior Vice President and Chief Financial Officer of VF Corporation (CFO 2005–2015; various finance roles since 1986) and former senior auditor at Ernst & Young LLP. Recognized by CHD’s Board as an Audit Committee financial expert; tenure ~17 years as of 2025 and affirmed independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VF Corporation | Senior Vice President & CFO | May 2005–Mar 2015 | Led finance, internal controls; supported M&A and international expansion |
| VF Corporation | VP Finance & CFO | Jul 1998–May 2005 | Corporate finance leadership |
| VF Corporation | Various finance roles | 1986–1998 | Progressively senior finance responsibilities |
| Ernst & Young LLP | Senior Audit position | Early career | Public accounting, audit foundation |
External Roles
| Company | Role | Status |
|---|---|---|
| YETI Holdings, Inc. | Director | Current |
| Kontoor Brands, Inc. | Director | Current |
No external committee roles disclosed in CHD’s proxy. Overboarding policy allows up to four public boards; Shearer’s three (including CHD) is within policy .
Board Governance
- Committee assignments: Audit Committee member; Finance Committee member (ad hoc Finance Committee chaired by A. Winkleblack) .
- Audit Committee financial expert designation (SEC definition) .
- Independence: Board affirmed Shearer is independent; all Audit/Comp/Governance committee members meet heightened independence standards .
- Attendance: Each director attended at least 75% of aggregate Board and committee meetings in 2024 (Audit met 5x; Board 9x) .
- Executive sessions: Independent directors meet in regular executive sessions; chaired by Lead Director (to be Independent Chair post-9/30/2025) .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Cash fees (2024) | 60,000 | Portion of annual retainer taken in cash (standard retainer $120,000 for non-employee directors) |
| Equity – RSUs (grant-date fair value, 2024) | 80,000 | Annual Equity Grant is split 50% RSUs/50% options; RSUs vest in full on first anniversary |
| Equity – Options (grant-date fair value, 2024) | 80,000 | Options vest in full on third anniversary or third annual meeting |
| Additional stock awards | 60,000 | Shares issued for fee-based compensation election |
| Total (2024) | 280,000 | Sum of cash and equity components |
Deferred compensation: Shearer deferred $60,000 of 2024 fees under the Deferred Compensation Plan for Directors .
Performance Compensation
Directors do not have performance-based pay metrics; compensation is fixed retainer plus equity.
| Award Type | 2024 Grant Value ($) | Vesting Schedule | Key Terms |
|---|---|---|---|
| RSUs | 80,000 | Vest 1 year from grant if service continues | Death/disability: full vest; Retirement ≥6 years: immediate vest |
| Stock Options | 80,000 | Vest on earlier of 3rd anniversary or 3rd annual meeting | Death/disability: continue vest until 3rd anniversary; Retirement ≥6 years: continue vest; full option term remains |
Company-wide clawback policies apply to incentive compensation (primarily executives), and insider policy prohibits pledging/hedging of Company stock .
Other Directorships & Interlocks
| Entity | Relationship to CHD | Potential Conflict Indicator |
|---|---|---|
| YETI Holdings, Inc. | Unrelated consumer brand; no CHD related-person transaction disclosed | None disclosed |
| Kontoor Brands, Inc. | Apparel; no CHD related-person transaction disclosed | None disclosed |
Expertise & Qualifications
- Deep finance and accounting expertise (former large-cap CFO; public accounting background) aligned with Audit Committee oversight, internal controls, capital structure, and risk management .
- M&A and international operations experience from VF’s expansion; strengthens strategic planning input .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 58,078 (includes 29,928 in trust) |
| Percent of shares outstanding | <1% (asterisk notation) |
| Options exercisable within 60 days of 3/5/2025 | 27,400 |
| Total options held (12/31/2024) | 39,040 |
| RSUs vesting within 60 days of 3/5/2025 | 750 |
| Notional shares (deferred comp account) | 25,957 |
| Shares pledged as collateral | None; company prohibits pledging/hedging |
| Director ownership guideline | 5× standard annual retainer ($600,000 at 2024 levels) |
| Guideline status | All non-employee directors “on track” within 5 years of April 27, 2022 amendment or join date |
Governance Assessment
- Strengths: Independent director with audit financial expert designation; active Audit and Finance Committee member; solid attendance; robust ownership alignment via guidelines; anti-hedging/anti-pledging policy mitigates misalignment risk; no related-party transactions in 2024 .
- Alignment: Director pay uses equity (options/RSUs) with multi-year vesting, promoting long-term perspective; fee elections allow additional stock-based alignment .
- Workload/overboarding: Three public boards (including CHD) within CHD’s limit of four; no red flags on excessive commitments .
- Succession/tenure risk: Age 73 and director since 2008; CHD guidelines require retirement at earlier of age 75 or 20 years for pre-2021 directors—suggests potential board turnover within ~2 years (age threshold) unless otherwise determined by Board refreshment plans .
- RED FLAGS: None identified—no pledging/hedging, no related-party transactions, committee independence maintained, and compensation structure lacks discretionary or COI features for directors -.