Brian Newman
COLGATE PALMOLIVEAbout Brian Newman
Brian O. Newman, age 56, is an independent director of Colgate-Palmolive (CL) since March 15, 2024. He serves on the Audit Committee and the Personnel & Organization (P&O) Committee and is designated an audit committee financial expert by the Board. Newman previously served as Executive Vice President and Chief Financial Officer at United Parcel Service (UPS) from 2019 to June 2024 and spent 26 years at PepsiCo in global finance and operations roles .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Parcel Service (UPS) | Executive Vice President & Chief Financial Officer | 2019 – June 2024 | Led finance, significant M&A and business integration experience |
| PepsiCo | Executive Vice President, Global Operations; Chief Strategy Officer; various finance leadership roles across Europe, Asia, North & South America | 26 years | Oversaw supply chain, global procurement, global security, enterprise risk, transformation; initiated PepsiCo’s global eCommerce business |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships |
Board Governance
- Committee assignments: Audit and P&O; not a committee chair .
- Audit Committee composition: all members independent and audit committee financial experts; 7 meetings held in 2024 .
- P&O Committee (compensation oversight): all members independent; retained FW Cook as independent advisor; 4 meetings held in 2024; no consultant conflicts in 2024 .
- Attendance: Board met 7 times in 2024; incumbent directors averaged 99% attendance; none <75%; independent directors met in executive session at every regularly scheduled meeting .
- Independence: Board uses strict independence standards; Board determined all non-employee directors, including Newman, are independent .
Fixed Compensation
| Metric | 2024 | Notes |
|---|---|---|
| Annual Retainer (Cash) | $56,250 | Pro-rated from $75,000 due to March 15, 2024 start |
| Stock Awards (Grant-Date Fair Value) | $149,908 | Per-share fair value $94.46; pro-rated |
| Option Awards (Grant-Date Fair Value) | $37,487 | Per-option fair value $20.44; pro-rated |
| All Other Compensation | $8,289 | Life insurance premiums & charitable match program |
| Total Director Compensation | $251,934 | Equity is a substantial portion of pay; program unchanged in 2024 |
| Deferral Elections | Deferred cash retainer | Directors may defer cash/stock into stock unit accounts |
Performance Compensation
| Instrument | Key Terms | 2024 Detail |
|---|---|---|
| Annual Stock Grant | Fixed-value equity grant; value target $180,000 (pro-rated) | Grant-date fair value per share $94.46 |
| Stock Options | Exercise price = closing price on grant date; 8-year term; vest in equal annual installments over 3 years | Grant-date fair value per option $20.44; options outstanding (12/31/2024): 1,834 |
| Equity Mix | Majority of director comp in equity | On average, 71% of non-employee director compensation paid in CL equity in 2024 |
| Deferral & Holding | Directors can defer stock/cash to stock unit accounts; distributions in shares per elections | Anti-hedging and anti-pledging policies; all directors in compliance in 2024 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Compensation committee interlocks | None; no related person transactions among P&O members in 2024 |
Expertise & Qualifications
- Finance: Former CFO at UPS; deep financial statement and transaction experience .
- Industry: FMCG expertise from 26 years at PepsiCo .
- Enterprise Leadership: Led global functions at PepsiCo; senior executive at UPS .
- Digital, Technology & Innovation: Initiated PepsiCo’s global eCommerce business .
- Risk Management & Cybersecurity: Oversaw ERM at UPS; global operations risk at PepsiCo .
- International Experience: Managed global functions; lived/worked in foreign countries .
Equity Ownership
| As of | Directly Owned Shares | Exercisable Options (≤60 days) | Pledging/Hedging | Ownership % of Outstanding | Notes |
|---|---|---|---|---|---|
| March 10, 2025 | 1,631 | — | Prohibited; all directors in compliance in 2024 | Each person <0.25% | Includes 36 shares via Article VIII Family Trust under BON 2020 GRAT |
| Stock Ownership Guideline | Required ≥5× annual share grant; 5 years to comply | Status: all directors in compliance | — | — | Newman first elected Mar 15, 2024; 5-year window applies |
Governance Assessment
- Alignment signals: Independent status; service on Audit and P&O committees; audit committee financial expert designation; strong board attendance; significant equity-based pay with deferral election; strict anti-hedging/anti-pledging and ownership requirements; all directors in compliance .
- Compensation structure: Director program unchanged in 2024; fixed-value equity grants and options with disciplined grant practices; FW Cook retained for CEO pay advice with no conflicts; substantial equity emphasis (71% on average) .
- Conflicts/related-party exposure: Company reported no related person transactions in 2024; no P&O interlocks or insider participation issues .
- Engagement: Independent directors met in executive session at every regularly scheduled Board meeting; committee meeting cadence robust (Audit 7; P&O 4) .
- RED FLAGS: None disclosed regarding attendance, related-party transactions, hedging/pledging, or compensation anomalies .