Angela Hilt
Executive Vice President and Chief Legal and External Affairs Officer & Corporate Secretary at 
CLOROX CO /DE/
CLOROX CO /DE/Executive
About Angela Hilt
Executive Vice President – Chief Legal and External Affairs Officer and Corporate Secretary at The Clorox Company; age 53 as of the 2025 Annual Meeting; first appointed an executive officer in 2020. She was promoted from VP – Corporate Secretary & Deputy General Counsel to SVP – Chief Legal Officer effective December 14, 2020, and her portfolio expanded to include External Affairs by 2025 . Clorox ties annual incentives to Net Customer Sales (50%), Net Earnings (30%), and Gross Margin (20%) and long-term incentives to Economic Profit (EP) growth; the three-year PSU cycle ending FY2024 paid 133% of target, evidencing pay-for-performance linkage . Say‑on‑pay support has been strong (approximately 93% approval at both 2024 and 2025 meetings), indicating broad investor endorsement of the compensation framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Clorox Company | EVP – Chief Legal and External Affairs Officer & Corporate Secretary | 2025–present | Leads legal, external affairs, and corporate secretary functions; signatory for SEC filings . |
| The Clorox Company | EVP – Chief Legal Officer & Corporate Secretary | 2024 | Senior legal leadership; corporate governance; NEO in FY2024 . |
| The Clorox Company | SVP – Chief Legal Officer | 2020–2024 | Promoted effective Dec 14, 2020; succession from prior GC . |
| The Clorox Company | VP – Corporate Secretary & Deputy General Counsel | pre‑2020 | Prepared to assume Chief Legal Officer role and corporate secretary duties . |
External Roles
- Not disclosed in the company’s SEC filings reviewed.
Fixed Compensation
| Metric (FY2024) | Value |
|---|---|
| Base Salary | $650,000 |
| Target Bonus (% of Salary) | 80% |
| AIP Payout (Company 100%, Individual 105%) | $546,000 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Result | Payout Mechanics | Notes |
|---|---|---|---|---|---|---|
| Annual Incentive (AIP, FY2024) | Net Customer Sales | 50% | $7,107M | 104% of target result | Company Multiplier 100% (after negative discretion) | Excludes specified adjustments per plan . |
| Net Earnings Attributable to Clorox | 30% | $272M | 200% of target result | . | ||
| Gross Margin | 20% | 39.8% | 185% of target result | . | ||
| Individual Multiplier (Hilt) | — | — | 105% | Applied on top of Company Multiplier | . | |
| Long-Term Incentive (PSUs) | Economic Profit (EP) | 100% (PSU program) | Multi‑year EP targets | Three-year award ending FY2024 paid 133% | Pays 0–200% of target shares based on EP | EP definition and adjustments disclosed; payout certified Aug 2024 . |
Equity Awards Granted (FY2024 annual cycle)
| Award | Grant Date | Target/Granted | Max | Vesting | Notes |
|---|---|---|---|---|---|
| PSUs | 11/15/2023 | 8,695 target shares | 17,390 (200%) | Cliff at end of FY2026 (3-year EP cycle) | EP-based; 0–200% payout . |
| RSUs | 11/15/2023 | 5,796 units | — | 25% on 1st anniv; then each Oct 5 for next 3 years | Time-vested retention component . |
| Legacy Off-Cycle Option | 12/14/2020 | One-time option grant | — | 25% annually over 4 years | Promotion-related grant; still outstanding portions as of FY2024 . |
| Legacy Off-Cycle RSU | 12/14/2020 | One-time RSU grant | — | 25% annually over 4 years | Promotion-related grant . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Aug 31, 2024) | 38,844 shares; under 1% of outstanding . |
| Outstanding Options (6/30/2024) | Exercisable: 1,285 @ $123.09; 1,810 @ $135.57; 4,538 @ $151.85; 6,868 @ $155.54; plus partially unexercisable lots (707 @ $212.38; 787 @ $202.38; 5,388 @ $163.77; 7,789 @ $141.30) . |
| Unvested RSUs (6/30/2024) | 123 (Dec 2020 grant); 793 (2021 grant); 1,566 (2022 grant); 5,889 (Nov 2023 grant) . |
| Unvested PSUs (target, 6/30/2024) | 6,264 (FY2023–FY2025 cycle); 8,835 (FY2024–FY2026 cycle) . |
| FY2024 Vested Stock | 3,130 shares vested; value realized $440,492 (no option exercises reported for Hilt) . |
| Ownership Guideline | 3x base salary for NEOs; Hilt “No” (not yet met) as of Sept 10, 2024 . |
| Hedging/Pledging | Prohibited for directors and officers under Insider Trading Policy . |
| Clawback | Robust no‑fault restatement recovery and detrimental conduct recovery; applies to incentive comp . |
Employment Terms
- Employment status: At-will; Clorox does not use individual executive employment contracts .
- Severance Plan (non‑CIC): For FY2024, estimated Hilt cash severance for involuntary termination without cause was $1,690,000; equity and other components depend on vesting and plan terms; total estimated value $1,708,822 (cash + equity/benefit elements as shown) using 6/28/2024 stock price assumptions .
- Change-in-Control (CIC) Plan: Double-trigger equity vesting; estimated total value upon qualifying termination after CIC was $6,764,300 for Hilt (includes cash of $2,860,000, plus equity and other elements) using 6/28/2024 stock price assumptions .
- Restrictive covenants: CIC Plan imposes confidentiality, non‑disparagement, and two‑year non‑solicitation/non‑diversion covenants post‑employment .
FY2024 Potential Payments Summary (Hilt)
| Scenario (as of FY2024 year-end assumptions) | Cash Payment | Equity/Other (per plan mechanics) | Total Est. |
|---|---|---|---|
| Involuntary Termination (Without Cause) | $1,690,000 | $18,822 in options value + RSU/PSU treatment per plan | $1,708,822 |
| After CIC (Qualifying Termination) | $2,860,000 | Acceleration values on RSUs/PSUs per plan; financial planning; benefits | $6,764,300 |
| Resignation/Retirement | $0 | Options value only (if applicable) | $18,822 |
| Disability/Death | $0 | Accelerated equity per plan | $4,161,417 |
Performance & Track Record
- FY2024 contributions: Led enterprise response to the August 2023 cyberattack (governance, regulatory, legal, crisis management); advanced ESG metrics, disclosure controls and materiality work; supported portfolio divestitures (Argentina, Better Health VMS); achieved litigation/insurance recoveries; provided Board governance support (Individual performance multiplier: 105%) .
- Board/committee oversight role interface: As Chief Legal and External Affairs Officer & Corporate Secretary, provides regular updates to the Board/Audit Committee on cybersecurity, compliance, and culture/hotline matters as part of governance processes .
Compensation Structure Analysis
- Mix and risk: Hilt’s FY2024 package reflected Clorox’s design shift away from stock options to a 60% PSU / 40% RSU LTI mix, lowering downside convexity versus options and emphasizing multi‑year EP performance; no NEO option grants in FY2024 .
- Annual plan rigor: AIP targets and weightings are consistent and transparent; the MDCC used negative discretion in FY2024 to reconcile softer sales versus strong net earnings and gross margin, yielding a 100% Company Multiplier; Hilt’s payout benefited slightly from a 105% individual factor for crisis leadership and strategic execution .
- Governance safeguards: Double‑trigger CIC equity, strict ownership/retention guidelines, anti‑hedging/pledging, and broadened clawback provisions reduce misalignment and tail‑risk behaviors .
Investment Implications
- Alignment: Strong long-term alignment via PSU-heavy LTI tied to Economic Profit and strict ownership/retention rules; prohibited hedging/pledging further aligns incentives with shareholders .
- Retention risk: Multi‑year vesting (PSUs through FY2026; RSUs through FY2027) and CIC/severance structures support retention; however, as of 9/10/2024 she had not yet met the 3x ownership guideline, which may modestly temper alignment optics until achieved .
- Selling pressure: FY2024 shows vesting of 3,130 shares and no option exercises for Hilt; with options largely at higher strikes and no hedging/pledging allowed, forced selling pressure appears limited near‑term, subject to personal liquidity/capital planning .
- Pay-for-performance: The 133% PSU payout for the FY2022–FY2024 cycle and the AIP negative discretion in FY2024 show a program responsive to fundamental outcomes and governance judgment—supportive for investors monitoring incentive integrity .