Chris Hyder
CLOROX CO /DE/About Chris Hyder
Chris Hyder (age 50) is Executive Vice President and Group President – Health & Hygiene at The Clorox Company, first appointed an executive officer in 2021 and in his current role since October 2022. He oversees U.S. Cleaning, Professional Products, AMEA, Canada and Latin America businesses; he joined Clorox in 2003 and previously held multiple general management and marketing roles. Hyder holds an MBA in Global Management and BA degrees in Economics and Communication from Stanford University . For FY25, companywide short-term incentives paid at an 80% company multiplier on metrics (Net Sales 50%, Net Earnings 30%, Gross Margin 20%), and the FY23–FY25 PSU cycle paid out at 133% based on Economic Profit growth, evidencing pay-for-performance linkage .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Clorox Company | EVP & Group President – Health & Hygiene | Oct 2022–present | Leads U.S. Cleaning, Professional Products, AMEA, Canada, Latin America; ESG Steering Committee member . |
| The Clorox Company | SVP & GM – Cleaning & Professional Products | 2021–2022 (added Professional Products Oct 2021) | Expanded remit to Professional Products; joined Executive Committee . |
| The Clorox Company | VP & GM – Home Care; VP Marketing – Cleaning & GM – Laundry; GM – Australia, New Zealand & South Africa | Various (pre‑2021) | Led category growth, regional P&L and brand management . |
| The Clorox Company | Associate Marketing Manager | 2003 | Entry into Clorox; brand/marketing foundations . |
| The Learning Company | Brand Manager | Pre‑2003 | External brand leadership prior to Clorox . |
| General Mills | Marketing Assistant | Pre‑2003 | Early career CPG experience . |
External Roles
- No public company directorships or external board roles disclosed in CLX filings for Hyder. (Not disclosed in 2025 DEF 14A) .
Fixed Compensation
| Component | FY25 detail |
|---|---|
| Base Salary | $675,000 (annualized as of 6/30/2025) . |
| Perquisites (total) | $38,604, including: Executive Auto $15,164; Parking $2,520; Basic Financial Planning $18,803; Executive Health $2,116 . |
| Company Retirement Contributions | Nonqualified contributions $139,188; 401(k) $34,620; HSA $1,000 . |
Performance Compensation
Annual Incentive Plan (AIP) – FY25
| Metric | Weight | Threshold (0%) | Target (100%) | Max (200%) | Actual (adjusted) | Result | Notes |
|---|---|---|---|---|---|---|---|
| Net Customer Sales ($MM) | 50% | $6,721 | $7,075 | $7,252 | $6,870 | 47% | Excludes ERP transition etc. |
| Net Earnings Attributable to Clorox ($MM) | 30% | $571 | $635 | $711 | $650 | 103% | |
| Gross Margin (%) | 20% | 42.0% | 44.0% | 46.0% | 44.7% | 126% | |
| Company Multiplier | — | — | — | — | — | 80% |
| Executive | Base Salary | Target Bonus % | Company Multiplier | AIP Payout |
|---|---|---|---|---|
| Chris Hyder | $675,000 | 90% | 80% | $486,000 |
- AIP metrics and weights: Net Sales 50%, Net Earnings 30%, Gross Margin 20% .
- Individual multiplier eliminated; enterprise-only multiplier approach for NEOs .
Long-Term Incentives (LTI) – Awards and Structure
| Item | Detail |
|---|---|
| FY25 Target LTI Value | $3,000,000; includes annual awards (60% PSUs, 40% RSUs) and a one-time $1,000,000 stock award (60% PSUs, 40% RSUs) to better position total comp vs benchmarks . |
| PSU Performance Metric | Economic Profit (EP) growth over 3 years; 0–200% payout range . |
| FY23–FY25 PSU Payout | 133% of target; strong EP in FY23/FY24, below threshold in FY25 (adjusted) . |
| FY25 Annual Grants (9/17/2024) | PSUs target 10,926; RSUs 2,981; standard vesting (PSUs after 3 years; RSUs 25% annually, first tranche following Oct 5 after each anniversary) . |
| Off-cycle Awards | RSUs 4,857 (granted 7/15/2024; 25% annually starting 7/15/2025) ; PSUs target 3,730 (granted 9/17/2024; performance period FY25–FY27; vests 7/15/2027 subject to EP outcomes) . |
Equity Ownership & Alignment
| Measure | Amount/Status |
|---|---|
| Beneficial Ownership (8/31/2025) | 44,043 shares . |
| Right to Acquire Within 60 Days | 6,231 (options/RSUs/PSUs vesting within 60 days) . |
| Deferred Shares (elected) | 12,583 (vested but deferred) . |
| Shares Outstanding (8/31/2025) | 121,683,474 . |
| Ownership as % of SO | ~0.036% (44,043 / 121,683,474), derived from cited figures . |
| Stock Ownership Guidelines | 3x base salary for NEOs . |
| Compliance Status (as of 9/10/2025) | Not yet met (“No”) . |
| Retention Requirement | Must retain 75% of net shares until guideline met; then 25% for one year post‑receipt for non-CEO executives . |
| Hedging/Pledging | Hedging prohibited; Section 16 insiders prohibited from pledging/margin . |
Outstanding Equity Awards (6/30/2025)
| Instrument | Key terms (Hyder) | Quantity / Value |
|---|---|---|
| Stock Options | Multiple grants; strikes $123.09–$212.38; 2021/2022 options vest 25% annually on Oct 5; one off‑cycle option grant 3/14/2022 vests 25% annually from grant date . | Various lots; see option table for counts by strike/term . |
| Unvested RSUs | Unvested RSUs outstanding: 189; 116; 801; 2,783; 3,077; 4,977 across grants; standard 25% annual vest schedules (grant‑specific) . | Market value illustrative in filing; e.g., 4,977 units=$597,588 at 6/30/2025 price . |
| Unvested PSUs (target) | 6,747 (FY24–FY26 cycle); 7,466 (FY25–FY27 cycle); 3,730 (off‑cycle FY25–FY27 vesting 7/15/2027) . | Target quantities; payout 0–200% based on EP . |
Employment Terms
| Term | Provision |
|---|---|
| Severance Plan (no CIC) | Lump sum = 2x base salary; AIP: generally 75% of target prorated (CEO different), but retirement‑eligible NEOs (including Hyder) may receive 100% target AIP prorated at MDCC discretion; non‑solicit 2 years; cash in lieu of 24 months benefits . |
| CIC Severance (double‑trigger) | Eligible if terminated without cause or for good reason in connection with a change in control; lump sum = 2x base + 2x target AIP (excise tax cutback applies); equity acceleration/treatment per plan . |
| Estimated Payments (as of 6/30/2025, $120.07 CLX price) | Involuntary (no CIC): Cash $1,957,500; Options $470,863; RSUs $1,433,996; PSUs $2,645,022; Benefits $43,525; Total $6,550,906 . CIC termination: Cash $3,172,500; Options $470,863; RSUs $1,433,996; PSUs $2,645,022; Benefits $43,525; Financial planning $18,970; Total $7,784,876 . |
| Clawback | Amended policy (Oct 2023) with (i) no‑fault restatement recovery for Section 16 officers (3‑year lookback) and (ii) detrimental conduct recovery up to 3 years post‑vesting/payment . |
Deferred Compensation and Pensions
| Plan/Balance | Hyder FY25 |
|---|---|
| Nonqualified Deferred Compensation – Executive/Registrant Contributions | $364,269 / $139,188 . |
| Aggregate Earnings / Ending Balance | $323,976 / $3,756,031 . |
| Pension (qualified/NQDC restoration) | No participation in pension plan; no cash balance restoration for Hyder . |
Say-on-Pay & Shareholder Feedback
- FY2024 say‑on‑pay approval: ~93% of votes cast in favor, with continued pay‑for‑performance approach in FY2025 .
Risk Indicators & Red Flags
- Insider trading policy prohibits hedging and pledging; preclearance required for insiders .
- Administrative compliance note: FY2024 proxy discloses a late Form 4 for one transaction for Chris Hyder due to administrative oversight (company states filing requirements otherwise complied with) .
Compensation Structure Analysis
- Mix and leverage: Hyder’s target pay is heavily at‑risk via AIP and LTI; NEO LTI mix is 60% PSUs and 40% RSUs, above peer norms for performance weighting, increasing alignment with long‑term EP growth and shareholder value .
- Metric rigor: AIP targets equal the Board‑approved budget; FY25 targets were moderately to significantly above prior‑year actuals; outcomes reflected sales below target but strong margin and solid earnings, yielding an 80% multiplier .
- Special retention: FY25 one‑time $1,000,000 stock award (60% PSUs/40% RSUs) to better position total compensation vs benchmarks supports retention and forward alignment through FY27 .
Equity Ownership & Alignment Details (expanded)
| Guideline | Status | Additional context |
|---|---|---|
| 3x salary guideline | Not yet met as of 9/10/2025 . | 75% net share retention until met . |
| Beneficial ownership & deferrals | 44,043 shares; 12,583 deferred shares; 6,231 acquirable within 60 days . | As % of SO: ~0.036% (derived) . |
| Trading constraints | Hedging and pledging prohibited for insiders . | Reduces misalignment and forced selling risk. |
Performance & Track Record
- Operating/Financial linkage: FY25 AIP outcome (80%) and FY23–FY25 PSUs (133%) demonstrate payout sensitivity to company performance on Net Sales, Net Earnings, Gross Margin and EP growth .
- Company scale context: FY2025 net sales of $7.1B; portfolio with strong No.1/No.2 brands provides platform for category leadership and margin work underpinning EP metrics .
Investment Implications
- Alignment: High proportion of at‑risk pay (PSUs tied to EP growth), retention‑heavy RSUs, and strict anti‑hedging/pledging/retention policies support long‑term alignment; however, Hyder had not yet met 3x salary ownership guidelines as of September 2025, implying continued net‑share retention from vesting events and potentially lower near‑term selling pressure .
- Retention/overhang: Meaningful unvested awards through FY27 (notably off‑cycle PSUs vesting 7/15/2027 and multiple RSU tranches) create retention hooks and predictable vesting calendars that investors can monitor for supply; policy‑driven retention should mitigate dispositions .
- Downside/change‑in‑control protections: Double‑trigger CIC with 2x base + 2x target AIP and equity treatment is standard but material; severance economics in non‑CIC cases are 2x base plus prorated AIP (Hyder is retirement‑eligible for certain treatments). These terms are not outliers but represent real costs in downside scenarios .
- Pay-for-performance credibility: FY25 AIP underperformance on sales (47%) but overachievement on gross margin (126%) and net earnings (103%) yielded a below‑target payout (80%), while multi‑year EP performance delivered above‑target PSUs (133%), consistent with communicated philosophy and signaling balanced incentive design .
Overall: Hyder’s incentive design centers on EP growth and balanced AIP metrics; significant unvested equity and retention provisions support continuity, while below‑guideline ownership suggests further accumulation/retention. Investors should track EP progression (FY25–FY27 PSU cycle), RSU/PSU vesting cadence (including 7/15/2027), and any future ownership guideline status updates for alignment signals.