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John Bilbrey

Director at COLGATE PALMOLIVECOLGATE PALMOLIVE
Board

About John P. Bilbrey

John P. Bilbrey (age 68) is an independent director of Colgate-Palmolive, serving since 2015; he chairs the Personnel & Organization (P&O) Committee and sits on the Finance Committee . He is Executive Chair of Olaplex Holdings (and served as Interim CEO Oct–Dec 2023), and formerly was President/CEO and Chairman of The Hershey Company; earlier roles include senior positions at Mission Foods, Danone Waters of North America, and 22 years at Procter & Gamble . Colgate’s board reports 99% average attendance in 2024 with no incumbent below 75%, and all non-CEO directors are determined independent under Colgate’s stricter standards .

Past Roles

OrganizationRoleTenureCommittees/Impact
Olaplex Holdings, Inc.Executive ChairSince Jul 2023Interim CEO Oct–Dec 2023
The Hershey CompanyChairman; Non-Executive ChairmanChairman 2015–2017; Non-Exec 2017–2018Led board oversight during transition
The Hershey CompanyPresident & CEO2011–2017Enterprise leadership; strategy execution
The Hershey CompanyEVP & COO2010–2011Operations leadership
The Hershey CompanySVP, President Hershey North America2007–2010U.S. segment leadership
The Hershey CompanySVP, President Hershey International2003–2007International expansion
Mission Foods; Danone Waters NAExecutive rolesPrior to 2003Consumer products operating roles
Procter & GambleVarious roles22 yearsFMCG commercial experience

External Roles

CompanyRoleTenureNotes
Elanco Animal Health IncorporatedDirectorSince 2019Pet health adjacency to Hill’s segment
Olaplex Holdings, Inc.Executive Chair; Interim CEOSince 2023Governance/turnaround oversight
Tapestry, Inc.DirectorSince 2020Consumer brands board experience
Campbell Soup CompanyFormer DirectorUntil 2023Prior public board service

Board Governance

  • Committee assignments: Chair, Personnel & Organization (compensation committee); Member, Finance Committee .
  • Board independence and structure: 9 of 10 nominees independent; executive sessions at every regular meeting; Lead Independent Director role with expanded duties; all committees 100% independent .
  • Meetings and attendance: Board met 7 times in 2024; committees met Audit 7, Finance 6, NGCR 4, P&O 4; average incumbent director attendance 99%, none below 75% .
  • Compensation governance: P&O uses FW Cook as independent consultant; no conflicts; robust clawback, anti-hedging/pledging policies; no employment agreements; double-trigger vesting under change-in-control .
  • Related-party/Interlocks: No related person transactions in 2024; P&O Committee members (including Bilbrey) had no relationships requiring disclosure; no compensation committee interlocks .
  • Say-on-Pay and shareholder engagement: 2024 say-on-pay support 86.7%; independent chair proposal in 2024 received 33.8% support and board subsequently re-engaged investors; ongoing outreach covers governance and compensation .

Fixed Compensation

Metric20232024
Annual Cash Fees ($)85,000 85,000
Stock Awards ($)179,998 179,946
Option Awards ($)44,990 44,988
All Other Compensation ($)715 8,715
Total ($)310,703 318,649
Program terms (director-level)Retainer $75,000; Committee chair $10,000; Lead Director $20,000; Annual share grant $180,000; Option grant $45,000 Same structure continued (no changes)
Deferral elections (Bilbrey)Deferred cash retainer & share grant Deferred cash retainer & share grant
Grant-date fair valuesStock share value $81.08/share; options $15.60/option Stock share value $94.46/share; options $20.44/option

Notes: Option terms — 8-year term, exercise price = closing price at grant, vest in equal annual installments over 3 years . “All Other Compensation” comprises life insurance premiums and charitable matching contributions (up to $8,000/year matched 1:1) .

Performance Compensation

Equity ElementVesting/Terms2023 Details2024 Details
Annual stock options3-year ratable vesting; 8-year term; exercise price = grant date closeGrant valued at $45,000; fair value $15.60/option Grant valued at $45,000; fair value $20.44/option
Annual stock grantFixed-value equity grant$180,000 grant; $81.08/share fair value $180,000 grant; $94.46/share fair value
Outstanding options at FY-endAggregate outstanding across prior grants24,271 options (as of 12/31/2023) 20,143 options (as of 12/31/2024)

Director equity is not performance-conditioned (fixed-value annual grants); vesting schedules and option terms are standardized across non-employee directors .

Other Directorships & Interlocks

External BoardRolePotential Overlap
Elanco Animal HealthDirectorAdjacency to Colgate’s Hill’s Pet Nutrition (sector proximity, not disclosed as related-party)
Olaplex HoldingsExecutive ChairConsumer beauty; governance bandwidth considerations
Tapestry, Inc.DirectorConsumer brands; no disclosed conflicts
Campbell Soup (former)Director (until 2023)FMCG experience

Expertise & Qualifications

  • Enterprise Leadership: Former Hershey CEO/COO; current Executive Chair at Olaplex .
  • Industry: Deep FMCG experience at Hershey and P&G; marketing leadership .
  • Finance: Oversight of budgets and financial statements; M&A and integration experience .
  • International: Managed Hershey’s international operations; lived/worked abroad .
  • Corporate Governance: Multi-board public company experience .

Equity Ownership

Ownership ComponentAmount
Common Stock directly owned5,902 shares (includes 4,719 via Bilbrey Revocable Trust)
Exercisable Options (within 60 days of 3/10/2025)16,019
Common Stock Units (deferred)32,274
Ownership vs. outstandingEach director individually <0.25% of shares; all directors/executives as group 0.41%
Director ownership guideline≥5x annual share grant; all directors in compliance
Hedging/PledgingProhibited; all directors compliant in 2024

Governance Assessment

  • Strengths: Independent director with extensive CEO experience; chairs compensation committee with established use of independent consultant (FW Cook) and strong governance features (clawbacks, anti-hedging/pledging) . Board attendance and committee cadence indicate high engagement (Board 7 meetings; 99% attendance in 2024) . Say-on-pay support remains strong (86.7% in 2024), signaling investor confidence in compensation oversight .
  • Alignment: Director pay predominantly in equity; Bilbrey elected to defer equity and cash, increasing long-term alignment. Ownership guidelines and anti-pledging policy enforced; beneficial ownership disclosed .
  • Potential risk indicators and monitoring:
    • Time commitments: Bilbrey serves on three other public boards (Elanco, Olaplex, Tapestry) while chairing P&O; Colgate policy limits to “no more than three” other public boards — he is at the maximum but in compliance; NGCR annually reviews director time commitments .
    • Sector adjacency: Elanco’s pet health proximity to Colgate’s Hill’s Pet Nutrition warrants continued monitoring for competitive sensitivities; no related-person transactions disclosed in 2024 .
    • RED FLAGS: None disclosed in 2024/2025 (no related-party transactions, no hedging/pledging, no attendance issues; compensation committee interlocks explicitly absent) .

Context for traders and PMs: As P&O Chair, Bilbrey is central to pay-for-performance and succession oversight. Governance signals (robust policies, strong say-on-pay support, independent committees) are constructive for investor confidence; his external roles and sector adjacency should be monitored for any evolving conflicts or overboarding concerns, though current disclosures indicate compliance .