Susan Saideman
CHURCH & DWIGHT CO INC /DE/About Susan G. Saideman
Independent director since 2020; age 62. Founder and CEO of Portage Bay Limited LLC; former Vice President at Amazon leading Amazon Fashion EU and Global Vendor Management. Core credentials in direct-to-consumer, ecommerce, global brand-building, and operational leadership; Board determined she is independent under NYSE standards (January 2025 review).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amazon, Inc. | Vice President; led Amazon Fashion EU; Global Vendor Management | Nov 2013–Aug 2019 | DTC/ecommerce scale, vendor strategy |
| Mars Retail Group | President (DTC businesses incl. M&M’s World, Ethel M, MyM&Ms) | Dec 2007–Oct 2013 | Brand retail operations |
| Mikasa and Company / Arc International | CEO | Jan 2004–Jun 2007 | Consumer products leadership |
| Newell Rubbermaid (Parker Division) | President | Dec 2002–Jun 2003 | Writing instruments category leadership |
| Campbell Soup Company | Increasing responsibility roles | May 1998–Dec 2002 | CPG brand management |
| PepsiCo | Positions with increasing responsibility | Aug 1991–May 1998 | Global CPG operations |
| Mt. Trading Company; Bain & Company; Chase Manhattan Bank | Earlier career roles | — | Strategy/finance foundations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MYT Netherlands Parent B.V. | Director | Current | Online luxury fashion retailer board member |
Board Governance
- Committees: Audit; Governance, Nominating & Corporate Responsibility; Executive Committee (member). Not a committee chair.
- Independence: Affirmed independent (NYSE standards and company categorical tests).
- Attendance: Each incumbent director attended at least 75% of aggregate Board and applicable committee meetings in 2024.
- 2024 Meeting cadence: Board 9; Audit 5; Governance 4; Executive 0.
- Executive sessions: Regular independent director executive sessions; presided by Lead Director/independent Chair.
- Overboarding policy: Limit of four public company boards for non-employee directors; compliance reviewed annually—Board members are in compliance.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer (standard non-employee director) | $120,000 | Retainer schedule (non-chair) |
| Fees Earned or Paid in Cash (actual for Saideman) | — | Elected equity settlement for fees; default is stock |
| Special Assignment Meeting Fee (per meeting, if any) | $2,000 | Paid only for non-scheduled activities; not indicated for Saideman |
2024 Director Compensation (actual):
| Metric | Amount |
|---|---|
| Stock Awards ($) | $200,000 |
| Option Awards ($) | $80,000 |
| Total ($) | $280,000 |
- Compensation plan allows directors to elect 100% stock, 50/50 cash/stock, or 100% cash if ownership guidelines met; default is stock.
- Deferred compensation election available; no notional shares for Saideman.
Performance Compensation
| Equity Program Element | Grant Structure | Vesting | Value Basis |
|---|---|---|---|
| Annual Equity Grant (Directors) | 50% stock options; 50% RSUs | Options: vest at earlier of 3 years or 3rd annual meeting; RSUs: vest in 1 year | Target $160,000 total ($80k RSUs; $80k options) |
| Retirement/Death/Disability Provisions | Unvested options continue to vest (Retirement ≥6 years); RSUs vest 100% at Retirement; full vest on death/disability | As described | Per plan terms |
- Saideman’s 2024 reported equity compensation: $80,000 options and $200,000 stock awards (stock awards include RSUs plus equity-settled retainer).
- No performance metrics (TSR, revenue, ESG) tied to director pay disclosed; director compensation framework is retainer plus fixed annual equity.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| MYT Netherlands Parent B.V. | Director | No related-party transactions disclosed with CHD; Board affirmed independence. |
- Related person transactions: None disclosable in 2024.
Expertise & Qualifications
- Direct-to-consumer, ecommerce, marketing, innovation, international operations, and technology leadership.
- Adds global perspective to CHD’s digital transformation and brand-building in CPG.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 26,067 | As of March 5, 2025 |
| Ownership as % of shares outstanding | ~0.0106% | 26,067 / 246,109,929 (shares outstanding) – calculated from cited data |
| Options outstanding (total) | 30,170 | As of Dec 31, 2024 |
| Options exercisable within 60 days | 18,530 | As of March 5, 2025 |
| RSUs vesting within 60 days | 750 | As of March 5, 2025 |
| Deferred compensation (notional shares) | 0 | No director fee deferral recorded |
| Shares pledged as collateral | None | Company states no pledging by directors/officers in table; anti-hedging policy prohibits pledging/hedging |
| Director stock ownership guideline | 5x standard annual retainer ($600,000 for 2024) | 5× $120,000; guidelines exclude options; holding requirements until met |
| Guideline compliance status | On track within 5 years of later of Apr 27, 2022 amendment or join date | Board states all non-employee directors are on track |
Governance Assessment
- Board effectiveness: Saideman serves on fully independent Audit and Governance committees; Audit Committee charter covers financial integrity, risk, cybersecurity oversight; committee includes multiple “financial experts.”
- Independence/attendance: Independence affirmed; at least 75% meeting attendance in 2024; adheres to overboarding limits.
- Alignment: 2024 fees taken entirely in equity (no cash), plus standard annual equity grant; strong alignment with stock ownership guidelines and anti-hedging/anti-pledging policy.
- Conflicts/red flags: No related-party transactions; no pledging/hedging; no tax gross-ups or option repricing for directors; proxy access and majority voting bolster accountability.
- Compensation structure: Director pay targeted near 50th percentile vs peer group; independent consultant (Semler Brossy) advises—reduces risk of pay inflation and conflicts.
RED FLAGS: None disclosed for 2024—no related-party transactions, no pledging/hedging of CHD stock, independence affirmed, and attendance threshold met.