Surabhi Pokhriyal
CHURCH & DWIGHT CO INC /DE/About Surabhi Pokhriyal
Executive Vice President, Chief Digital Growth Officer at Church & Dwight since October 2024; previously Senior Vice President, Chief Digital Growth Officer (February 2022–September 2024). Age 44. Background includes leading global digital transformation and eCommerce acceleration at Johnson & Johnson and Colgate-Palmolive (2018–2022), a decade in Cognizant’s consumer goods consulting practice (2006–2018), and early career at Procter & Gamble (2005). Company performance context: 2024 net sales $6.1B, cash from operations $1.16B, and 12.0% TSR (following 18.7% in 2023), aligning incentives with results via multi-metric AIP and option-heavy LTI design .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Church & Dwight | EVP, Chief Digital Growth Officer | Oct 2024–present | Leads digital growth agenda across content, commerce, and data/AI; part of executive team shaping omnichannel execution . |
| Church & Dwight | SVP, Chief Digital Growth Officer | Feb 2022–Sep 2024 | Drove digital acceleration; set online share/ROI objectives; helped lift online penetration and creative scalability with AI . |
| Johnson & Johnson; Colgate-Palmolive | Digital transformation and eCommerce acceleration leader | 2018–2022 | Led large-scale global digital/eCommerce programs in CPG . |
| Cognizant | Portfolio leader, consumer goods consulting | 2006–2018 | Delivered sales/marketing analytics and commerce programs for PepsiCo, Kimberly-Clark, Estée Lauder, Coty (NA/EU) . |
| Procter & Gamble | Early career | 2005 | Foundations in CPG marketing/operations . |
External Roles
- None disclosed for public company boards or external directorships in the proxy biography .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base salary | Not disclosed (not a 2024 NEO) | Detailed pay tables cover CEO, CFO, GC, Supply Chain, International; CDGO not included . |
| Target bonus % | Not disclosed (not a 2024 NEO) | Company AIP structure and metrics apply enterprise-wide (see Performance Compensation) –. |
| Profit sharing | Plan in place company-wide | U.S. salaried employees, including execs, received 6.95% of eligible comp for 2024 based on AIP metrics; individual amounts for non‑NEOs not disclosed . |
| Perquisites | Limited perqs | Company provides limited executive health/financial planning; specifics for non‑NEOs not itemized . |
Performance Compensation
- Design applies to executives broadly; individual payout outcomes for non‑NEOs are not disclosed.
| 2024 Annual Incentive Plan (AIP) | Weight | Threshold | Target | Maximum | Actual (as adjusted) | Rating |
|---|---|---|---|---|---|---|
| Net Sales | 20% | $5,858m | $6,102m | $6,346m | $6,122m | 1.27 |
| Relative Gross Margin (vs peer set) | 20% | <25th pct | 55th pct | 80th pct | 44th pct | 0.82 |
| Adjusted Diluted EPS | 20% | $3.28 | $3.42 | $3.56 | $3.47 | 1.51 |
| Cash from Operations | 20% | $927m | $1,030m | $1,133m | $1,159m | 2.00 |
| Strategic Initiatives | 20% | 0.75–1.50 scale | 0.75–1.50 scale | 0.75–1.50 scale | Scorecard | 1.34 |
| Corporate rating (weighted) | — | — | — | — | — | 1.39 |
- Long-term incentive mix for executive officers in 2024: 75% stock options (10-year term; cliff vest at 3 years), 15% PSUs (3-year relative TSR), 10% RSUs (3-year ratable) –.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (initial disclosure) | 877 shares reported as RSUs (non-derivative table footnote indicating 1-year vest), plus 15.76 shares indirectly via Savings and Profit Sharing; officer title “EVP, Chief Digital Growth Off” . |
| Options outstanding | 4,310 @ $101.14 (exercisable 2/7/2025, exp. 2/7/2032); 13,160 @ $84.85 (exercisable 6/13/2025, exp. 6/13/2032); 8,810 @ $83.13 (exercisable 3/1/2026, exp. 3/1/2033); 7,840 @ $100.28 (exercisable 3/1/2027, exp. 3/1/2034) . |
| Ownership vs. S/O | Company had 246,109,929 shares outstanding (3/5/2025); Ms. Pokhriyal’s holdings appear immaterial (<0.01%) based on Form 3 . |
| Stock ownership guidelines | EVPs must hold 2.5x base salary; execs generally have 5 years to comply. Options excluded from guideline value as of 4/27/2022; execs below guideline must retain 50% of net shares from equity until met. Executives are on track to meet guidelines within required timeframes –. |
| Hedging/pledging | Prohibited: no short sales, derivatives, equity swaps, purchases on margin, short-term trading, pledging, or hedging transactions in Company stock . |
| Clawback | Dodd-Frank/NYSE-compliant mandatory clawback for excess incentive-based pay due to material misstatement; supplemental policy extends to senior leaders for misconduct/restrictive covenants violations; embedded in AIP and equity plans . |
Vesting schedule detail (from Form 3):
- Options: first tranches become exercisable on 2/7/2025 and 6/13/2025; additional tranches 3/1/2026 and 3/1/2027; expirations 2032–2034 .
- RSUs: Form 3 footnote indicates one-year vesting from grant on the 877-unit award .
Employment Terms
- Change-in-control and severance: For executive officers (including EVPs), double-trigger CIC severance generally equals 2x (base salary + target AIP) plus prorated target bonus; healthcare/life benefits for 24 months; no excise tax gross-up (payments reduced if needed to avoid 280G if beneficial). Outside CIC, severance equals 1x base salary plus prorated actual AIP; benefits for 12 months. Non-compete, non-solicit, and non-disparagement covenants apply –.
- Equity treatment on CIC: For grants on/after July 30, 2019, options/RSUs/PSUs accelerate on double trigger (qualifying termination within 24 months post-CIC); PSUs typically vest at target on a pro‑rata basis per award terms; pre‑7/30/2019 options vest at CIC unless Board determines otherwise –.
- Pensions: No defined benefit pension program for executives; retirement benefits through defined contribution/profit-sharing and EDCP (nonqualified) plans .
Performance & Track Record
| Digital acceleration metrics (context for role) | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|---|---|---|---|
| eCommerce as % of global consumer net sales | 2% | 5% | 7% | 8% | 13% | 15% | 16% | 20% |
- In 2024, online sales accounted for “over 21%” of total revenue, with record online shares in 6 of 7 power brands and sustained post‑COVID momentum; digital creative scaled with AI and social commerce, emphasizing “digital-to-cart” in 1–2 clicks .
- 70% of U.S. purchases are “digitally influenced,” guiding “channel-less commerce” strategy and focus on dynamic “digital shelf” execution .
Compensation Structure Analysis (implications for pay-for-performance)
- Mix of pay: majority variable; options remain primary LTI vehicle (75%) complemented by PSUs/RSUs, tightening alignment to TSR and retention via cliff/ratable vesting .
- AIP metric diversification (sales, margin, EPS, cash flow, strategic initiatives) reduces single-metric gaming; 2024 corporate rating 1.39 reflected strength in EPS and cash generation despite relative gross margin underperformance vs. peers –.
- Governance: robust clawbacks; prohibition on hedging/pledging; ownership guidelines at 2.5x salary for EVPs support longer-term alignment .
Risk Indicators & Red Flags
- Related-party transactions: none disclosed in 2024 .
- Hedging/pledging: prohibited under Insider Trading Policy (mitigates misalignment risk) .
- Say-on-Pay: 88.6% approval in 2024 indicates broad investor support for compensation design .
- Option repricing: prohibited without shareholder approval .
Compensation Peer Group and Philosophy
- Market positioning: targets near 50th percentile for total direct compensation with heavy at‑risk mix; uses CPG peers for benchmarking and a separate performance peer set for relative metrics (e.g., gross margin percentile, TSR) –.
Equity Ownership Details (Breakdown)
| Security | Amount/Terms | Notes |
|---|---|---|
| Common stock (direct/RSUs) | 877 (RSUs with 1-year vest) | Form 3 disclosure at appointment . |
| Common stock (indirect) | 15.76 shares | Savings and Profit Sharing account . |
| Option 1 | 4,310 @ $101.14; exercisable 2/7/2025; exp. 2/7/2032 | Form 3 . |
| Option 2 | 13,160 @ $84.85; exercisable 6/13/2025; exp. 6/13/2032 | Form 3 . |
| Option 3 | 8,810 @ $83.13; exercisable 3/1/2026; exp. 3/1/2033 | Form 3 . |
| Option 4 | 7,840 @ $100.28; exercisable 3/1/2027; exp. 3/1/2034 | Form 3 . |
| Shares outstanding (context) | 246,109,929 | Record date 3/5/2025 . |
| Policies | Ownership 2.5x salary (EVP); no hedging/pledging; clawbacks | Alignment and risk controls –. |
Employment Terms (Key Provisions)
| Topic | Provision |
|---|---|
| CIC severance | 2x base + target bonus; prorated target bonus; 24 months benefits; double-trigger equity vesting (target/pro‑rata for PSUs) –. |
| Non‑CIC severance | 1x base; prorated actual AIP; 12 months benefits . |
| Restrictive covenants | Non-compete, non-solicit, non-disparagement . |
| Pensions | No DB plan; DC/profit sharing and EDCP availability . |
Investment Implications
- Alignment: Option-heavy LTI with three-year vesting, PSUs tied to relative TSR, strict ownership/anti‑hedging policies, and robust clawbacks indicate strong pay-for-performance architecture and reduced misalignment/pledging risk –.
- Retention/overhang: Staggered option exercisability (first tranches in 2025, then 2026–2027) and RSU schedules support retention; monitor Section 16 filings around vest/exercise windows for potential liquidity events or trading signals .
- Execution edge: Digital acceleration under Pokhriyal’s remit is contributing to rising online penetration (20% in 2023; >21% in 2024) and brand share gains online, supporting revenue durability and media ROI efficiency—favorable for near‑term AIP outcomes tied to sales, EPS, cash generation .
- Governance/support: 2024 Say‑on‑Pay approval (88.6%) and absence of related-party issues reduce governance discount; however, relative gross margin underperformance (0.82 rating) is a watchpoint against which digital-led mix and pricing strategies will need to execute .