Steven Cahillane
COLGATE PALMOLIVEAbout Steven A. Cahillane
Independent director of Colgate-Palmolive since 2023 (age 59), serving on the Nominating, Governance & Corporate Responsibility (NGCR) and Personnel & Organization (P&O) committees. He is Chairman (since 2018) and President & CEO of Kellanova (formerly Kellogg Company) since 2017; previously President & CEO of The Nature’s Bounty Co. (2014–2017) and spent seven years at Coca‑Cola, culminating as EVP and President of Coca‑Cola Americas, with prior roles leading operating groups. Core credentials span enterprise leadership, FMCG industry depth, finance/M&A, international operations, and corporate governance experience as a U.S. public company director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kellanova (formerly Kellogg Company) | Chairman of the Board | 2018–present | — |
| Kellanova (formerly Kellogg Company) | President & CEO | 2017–present | — |
| The Nature’s Bounty Co. | President & CEO | 2014–2017 | — |
| The Coca‑Cola Company | EVP of Coca‑Cola; President, Coca‑Cola Americas; prior President roles of operating groups | Seven years (prior to 2014) | — |
External Roles
| Company | Role | Public Company Directorship | Since | Notes |
|---|---|---|---|---|
| Kellanova | Chairman, President & CEO | Yes | 2017 (CEO); Chairman since 2018 | Listed as other current public company board for CL nominee |
Board Governance
| Committee | Role | 2024 Meetings | Chair | Notes |
|---|---|---|---|---|
| Nominating, Governance & Corporate Responsibility (NGCR) | Member | 4 | C. Martin Harris | All members independent; oversees board composition, governance, director compensation recommendations, and sustainability . |
| Personnel & Organization (P&O) | Member | 4 | John P. Bilbrey | All members independent; oversees executive compensation, CEO goals/comp, succession, HCM; retains FW Cook as advisor with no conflicts . |
- Independence and leadership: 9 of 10 nominees are independent; committees are 100% independent; independent directors meet in executive session at each regularly scheduled board meeting under a robust Lead Director role .
- Attendance: Board met 7 times in 2024; incumbent directors averaged 99% attendance; no incumbent director attended less than 75%; nine of ten directors elected in 2024 attended the 2024 Annual Meeting .
- Tenure: ~2 years (director since 2023) .
Fixed Compensation (Director Pay – 2024)
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Cash Retainer | 75,000 | Standard non-employee director retainer . |
| Stock Awards | 179,946 | Grant-date fair value; valued at $94.46/share on grant date . |
| Stock Options | 44,988 | Grant-date fair value; options valued at $20.44/option via Black‑Scholes; exercise price = close on grant date; 8‑year term; vests in equal annual installments over 3 years . |
| Lead Director/Chair Fees | — | Not applicable to Cahillane (Lead retainer $20,000 and committee chair fees $10,000 apply only if in those roles) . |
| All Other Compensation | 347 | Company-paid life insurance and eligible charitable match program . |
| Total | 300,281 | Sum of components above . |
Program structure: In 2024, the non‑employee director package included $75,000 cash retainer, fixed‑value $180,000 annual share grant, and options equal in value to $45,000; NGCR reviewed market data and made no changes to the program for 2024 .
Performance Compensation (Directors)
| Equity Award Terms | Details |
|---|---|
| Annual Share Grant | Fixed-value shares equal to $180,000; not performance-conditioned . |
| Stock Options | Fixed-value options equal to $45,000; exercise price = close on grant date; 8‑year term; vest over 3 years (equal annual installments) . |
| Deferrals | Directors may defer cash and/or stock into stock unit accounts; units track CL stock price and dividends; no interest paid; distributions in shares per election . |
Note: CL does not disclose performance metrics for director compensation (metrics apply to executives; directors receive fixed retainer and fixed‑value equity/options) .
Other Directorships & Interlocks
| Entity | Type | Role/Status | Interlock/Related Party Notes |
|---|---|---|---|
| Kellanova | Public company | Chairman, President & CEO | CL disclosed no related person transactions in 2024; P&O Committee interlocks/insider participation: none requiring disclosure . |
- CL policy: prospective independent directors must satisfy independence standards and not be current/recent officers/directors of competitors; NGCR promotes diverse, time‑committed board with director time‑commitment reviews and directorship limits (≤3 other public boards; all directors compliant) .
Expertise & Qualifications
- Enterprise leadership: CEO experience at Kellanova and Nature’s Bounty .
- Industry: Deep FMCG and health/nutrition exposure (Kellanova, Nature’s Bounty, Coca‑Cola) and marketing leadership .
- Finance/M&A: Oversight of operating budgets/financials and significant M&A/integration experience .
- International: Manages Kellanova’s international operations .
- Corporate governance: Experience as director of another U.S. public company .
Equity Ownership (as of March 10, 2025)
| Holding | Amount | Notes |
|---|---|---|
| Common shares directly owned | 3,940 | Beneficial ownership table (record date Mar 10, 2025) . |
| Options exercisable within 60 days | 881 | As of Mar 10, 2025 . |
| Common stock units (deferred) | 791 | Stock unit accounts; no voting/investment power over units . |
| Total stock options outstanding | 4,845 | Aggregate outstanding options as of Dec 31, 2024 . |
| Ownership as % of shares outstanding | <0.25% | Each named person owns <0.25%; group owns 0.41% . |
Policies and alignment:
- Stock ownership guideline for independent directors: ≥5x annual share grant; 5 years to achieve; all directors in compliance; hedging and pledging prohibited (directors in compliance in 2024) .
Governance Assessment
Strengths
- Independent director with current large‑cap CEO experience in global CPG; brings operating, international, and M&A depth directly relevant to CL’s categories and scale .
- Active roles on NGCR and P&O (both fully independent), supporting oversight of governance, sustainability, CEO/exec pay and succession; P&O engages independent advisor FW Cook and disclosed no conflicts .
- Board processes show strong engagement: 99% average attendance, independent executive sessions each meeting, and robust Lead Director authorities; no incumbent director below 75% attendance .
- Director pay is majority equity (fixed‑value share grant plus options) with stringent ownership, anti‑hedging/pledging policies; all directors compliant—supports alignment with shareholders .
- No related person transactions in 2024; no Compensation Committee interlocks requiring disclosure—reduces conflict risk .
- Shareholder support for pay program (Say‑on‑Pay 86.7% in 2024) signals constructive investor sentiment toward compensation governance .
Watch items
- Sitting CEO and chair of another public company—monitor time commitments; CL mitigates with directorship limits and annual time‑commitment reviews (all directors compliant) .
- Director equity includes stock options (8‑year term, 3‑year vest); while typical at CL, options can modestly increase incentive optionality versus RSU‑only structures; continue monitoring equity mix and any changes to director pay design .
RED FLAGS: None observed for 2024—no related person transactions; anti‑hedging/pledging compliance; no compensation consultant conflicts; strong attendance disclosures .