Stanley Sutula
COLGATE PALMOLIVEAbout Stanley Sutula
Stanley J. Sutula III is Chief Financial Officer of Colgate-Palmolive, appointed effective November 9, 2020, reporting to CEO Noel Wallace . Prior to Colgate, he served as EVP & CFO of Pitney Bowes (since February 2017) and previously spent over 28 years at IBM, culminating as Vice President and Controller; he holds a BS in Finance and Management from Northeastern University and an MBA in Finance from Fordham Gabelli School of Business . Colgate’s performance metrics embedded in executive pay emphasize organic sales growth, earnings, free cash flow productivity and relative TSR; in 2024 organic sales growth was 7.4% and Base Business EPS $3.60, driving annual bonus payouts at 174% of assigned opportunities for Named Officers, and the 2022–2024 PBRSU cycle paid out at 149.3% with TSR at the 85th percentile versus peers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pitney Bowes Inc. | EVP & Chief Financial Officer | Feb 2017 – Nov 2020 | Championed technology and data analytics in finance; helped deliver three consecutive years of constant-currency revenue growth |
| IBM Corporation | Various finance leadership roles; Vice President & Controller | ~28 years (prior to 2017) | Led large global corporate and business unit teams across finance, accounting, treasury, FP&A, audit, risk and compliance |
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 905,018 | 959,750 | 1,007,513 |
| Bonus ($) | 589,199 (sign-on make-whole) | — | — |
| Stock Awards ($) | 1,022,228 | 1,941,996 | 2,080,962 |
| Option Awards ($) | 1,112,503 | 870,008 | 870,009 |
| Non-Equity Incentive Plan Compensation ($) | 1,232,694 | 1,754,316 | 1,772,152 |
| All Other Compensation ($) | 138,685 | 163,589 | 203,942 |
| Total ($) | 5,000,327 | 5,689,659 | 5,934,578 |
2024 annual bonus design and outcome:
| Component | Weight | Target | Actual | Payout Factor |
|---|---|---|---|---|
| Base Business EPS | 40% | $3.37–$3.42 | $3.60 | Contributed to overall 174.0% of assigned opportunity |
| Organic Sales Growth | 40% | 5.0% | 7.4% | Contributed to overall 174.0% of assigned opportunity |
| Strategic Initiatives | 20% | Committee-assessed | 150% of target | Included in 174.0% overall payout |
| Overall Named Officer Payout | — | — | — | 174.0% of assigned award opportunity |
| Assigned Award Opportunity (Sutula) | — | — | — | 100% of base salary (maximum 200%) |
Performance Compensation
2024 grants (Plan-Based Awards):
| Award Type | Grant Date | Threshold | Target | Maximum | Shares/Units | Exercise Price | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|---|
| PBRSUs (2024–2026 cycle) | 03/14/2024 | 1,641 | 16,412 | 32,824 | — | — | 1,500,877 |
| Time-based RSUs | 09/12/2024 | — | — | — | 5,455 | — | 580,085 |
| Stock Options (8-year term; 3-year ratable vesting) | 09/12/2024 | — | — | — | 38,411 | 106.34 | 870,009 |
PBRSU performance framework (2024–2026 cycle):
| Metric | Weight | Target | Status (through 12/31/2024) | Vesting |
|---|---|---|---|---|
| Relative Organic Sales Growth | 50% | 50th percentile vs Comparison Group | Between target and maximum based on results to date | February 2027 if earned |
| Relative Base Business Net Income Growth | 30% | 50th percentile vs Comparison Group | Between target and maximum based on results to date | February 2027 if earned |
| Free Cash Flow Productivity | 20% | 95% | Between target and maximum based on results to date | February 2027 if earned |
| TSR Modifier | ±25% | Applied vs peer TSR percentiles | 25% cap if TSR negative | Applied at certification |
2022–2024 cycle outcome: PBRSUs paid at 149.3% of target; TSR was at the 85th percentile vs the 2022–2024 Comparison Group, increasing payout by 25% .
Equity Ownership & Alignment
Stock ownership and awards (record date March 10, 2025):
| Item | Amount |
|---|---|
| Directly Owned Common Stock | 38,529 shares |
| Exercisable Options (within 60 days) | 167,738 options |
| Shares held via Savings & Investment Plan | 278 shares |
| Ownership as % of shares outstanding | Each Named Officer <0.25%; group of directors and executive officers 0.41% |
Stock options in-the-money values at 12/31/2024:
| Value of Unexercised In-the-Money Options | Exercisable ($) | Unexercisable ($) |
|---|---|---|
| Stanley J. Sutula III | 1,894,829 | 1,028,975 |
Upcoming vesting schedules (earned/awarded but unvested at 12/31/2024):
Options vesting schedule (counts):
| Date | Options Vesting (#) |
|---|---|
| 09/09/2025 | 25,210 |
| 09/12/2025 | 12,803 |
| 09/13/2025 | 19,476 |
| 09/12/2026 | 12,804 |
| 09/13/2026 | 19,477 |
| 09/12/2027 | 12,804 |
PBRSUs/RSUs vesting schedule (counts):
| Date | PBRSUs (#) | RSUs (#) |
|---|---|---|
| 02/13/2025 | 22,493 | — |
| 09/12/2025 | — | 1,575 |
| 09/13/2025 | — | 2,726 |
| 09/12/2026 | — | 1,828 |
| 09/13/2026 | — | 2,727 |
| 09/12/2027 | — | 1,829 |
Ownership policies and alignment:
- Stock ownership guidelines require executives to hold stock equal to four times salary (CEO 8x); officers must retain 100% of net after-tax shares from RSU vesting until in compliance; all Named Officers were compliant in 2024 .
- Hedging and pledging are prohibited for directors and officers; all Named Officers were in compliance in 2024 .
- Option utilization and RSU grant practices are governed to avoid backdating/springloading; options have 8-year terms and 3-year ratable vesting; no repricing without shareholder approval .
Insider exercise/vesting activity (2024):
- Options exercised: 95,410; value realized: $1,599,350 .
- Stock awards vested: 15,934; value realized: $1,881,366 .
Employment Terms
- Role and start date: CFO effective November 9, 2020 .
- No executive employment agreements; no guaranteed salaries/bonuses or tax gross-ups on perquisites/severance .
- Severance Plan (change in control): double-trigger vesting for equity; lump-sum severance equal to 18–24 months of compensation (base salary plus average of last 3 years’ bonuses) plus continuation of medical/dental/life insurance during severance period; pro-rated bonus paid within 30 days of change in control; Section 4999 cutback or pay, whichever is better after-tax .
- Involuntary termination without cause (no change in control): lump-sum payment equal to 12–24 months of base salary; continuation of medical/dental (and for Mr. Sutula, life insurance for 12 months until retiree eligibility) .
- Equity treatment on termination/change-in-control: Double-trigger acceleration upon change-in-control with qualified termination; retirement-eligible officers receive retirement treatment upon involuntary termination without cause (continued normal vesting/pro-rata vesting for PBRSUs) .
- Non-compete and restrictive covenants are embedded in equity award agreements and severance eligibility; non-compete duration referenced across executive arrangements (one year following termination for severance eligibility) .
- Clawback: mandatory recoupment of excess incentive comp for financial restatements; discretionary clawback for code of conduct violations; equity awards include non-compete, non-solicit and non-interference restrictions .
Potential payments (as of year-end 2024 assumptions):
| Type of Payment or Benefit | Change in Control with Qualified Termination ($) | Involuntary Termination Without Cause ($) |
|---|---|---|
| Severance Payments | 3,497,469 | 1,018,478 |
| Annual Incentive (2024 actual) | 1,772,152 | 1,772,152 |
| Stock Options | 1,028,975 | — |
| RSUs | 971,373 | — |
| PBRSUs | 9,470,913 | — |
| Benefits (including S&I/Supplemental contributions) | 336,092 | 28,752 |
Deferred compensation balances (as of 12/31/2024): Aggregate balance $493,090; 2024 Registrant contributions $169,178; 2024 earnings $22,997 .
Performance & Track Record
- 2024 operational performance used for pay: Base Business EPS $3.60 vs target $3.37–$3.42; organic sales growth 7.4% vs 5.0% target; strategic initiatives paid 150% based on innovation revenue, consumer experience, inclusion and sustainability progress; resulting Named Officer bonuses at 174% of assigned opportunities .
- Long-term results: PBRSU cycle 2022–2024 paid 149.3% of target; TSR at 85th percentile vs peers; Free Cash Flow Productivity adjustments applied to remove litigation and impairment distortions in 2023/2022 .
- Pay-for-performance and governance: 2024 Say-on-Pay passed with 86.7% support; P&O Committee uses FW Cook as independent consultant; no conflicts found .
Compensation Peer Group
2024 Comparison Group (15 companies) includes Church & Dwight, The Clorox Company, The Coca-Cola Company, The Estée Lauder Companies, General Mills, Haleon, Kellanova, Kenvue, Kimberly-Clark, Kraft Heinz, Mondelēz, PepsiCo, Procter & Gamble, Reckitt Benckiser, and Unilever; Colgate’s 2024 revenue and market cap were at the 57th and 70th percentiles, respectively, of this group .
Investment Implications
- Alignment and retention: High variable pay mix with clear financial and TSR-linked metrics plus strict ownership/retention, anti-hedging/pledging and clawback frameworks align Sutula’s incentives to long-term value creation and mitigate misalignment risks .
- Near-term selling pressure: Material in-the-money options ($2.9M combined at 12/31/2024) and scheduled vesting of options/RSUs through 2027 could create periodic liquidity events; anti-pledging and 100% net-share retention until ownership compliance reduce forced selling risk .
- Change-in-control economics: Double-trigger vesting and severance (approx. $3.5M cash plus equity acceleration under CIC) are market-standard; absence of tax gross-ups and employment agreements is governance-positive .
- Execution credibility: 2022–2024 PBRSU payout at 149.3% and strong relative TSR support confidence in finance leadership; continued focus on organic growth, EPS and free cash flow underpin incentive design .