John Bilbrey
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
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Olaplex Holdings, Inc. | Executive Chair | Since Jul 2023 | Interim CEO Oct–Dec 2023 |
| The Hershey Company | Chairman; Non-Executive Chairman | Chairman 2015–2017; Non-Exec 2017–2018 | Led board oversight during transition |
| The Hershey Company | President & CEO | 2011–2017 | Enterprise leadership; strategy execution |
| The Hershey Company | EVP & COO | 2010–2011 | Operations leadership |
| The Hershey Company | SVP, President Hershey North America | 2007–2010 | U.S. segment leadership |
| The Hershey Company | SVP, President Hershey International | 2003–2007 | International expansion |
| Mission Foods; Danone Waters NA | Executive roles | Prior to 2003 | Consumer products operating roles |
| Procter & Gamble | Various roles | 22 years | FMCG commercial experience |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Elanco Animal Health Incorporated | Director | Since 2019 | Pet health adjacency to Hill’s segment |
| Olaplex Holdings, Inc. | Executive Chair; Interim CEO | Since 2023 | Governance/turnaround oversight |
| Tapestry, Inc. | Director | Since 2020 | Consumer brands board experience |
| Campbell Soup Company | Former Director | Until 2023 | Prior 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
| Metric | 2023 | 2024 |
|---|---|---|
| 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 values | Stock 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 Element | Vesting/Terms | 2023 Details | 2024 Details |
|---|---|---|---|
| Annual stock options | 3-year ratable vesting; 8-year term; exercise price = grant date close | Grant valued at $45,000; fair value $15.60/option | Grant valued at $45,000; fair value $20.44/option |
| Annual stock grant | Fixed-value equity grant | $180,000 grant; $81.08/share fair value | $180,000 grant; $94.46/share fair value |
| Outstanding options at FY-end | Aggregate outstanding across prior grants | 24,271 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 Board | Role | Potential Overlap |
|---|---|---|
| Elanco Animal Health | Director | Adjacency to Colgate’s Hill’s Pet Nutrition (sector proximity, not disclosed as related-party) |
| Olaplex Holdings | Executive Chair | Consumer beauty; governance bandwidth considerations |
| Tapestry, Inc. | Director | Consumer 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 Component | Amount |
|---|---|
| Common Stock directly owned | 5,902 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. outstanding | Each 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/Pledging | Prohibited; 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 .