Christopher Williams
CLOROX CO /DE/About Christopher J. Williams
Christopher J. Williams is an independent director of The Clorox Company and a designated “audit committee financial expert” under SEC rules, reflecting deep financial oversight credentials. In FY2025 he served on multiple board committees (Audit; Nominating, Governance & Corporate Responsibility; and Management Development & Compensation) and transitioned from prior Audit Committee chair responsibilities he held in FY2024 to broader governance and compensation oversight in FY2025 . The Board has affirmed his independence under NYSE standards (10 of 11 nominees independent) .
Board Governance
- Independence and leadership: Independent director; Board confirms independence of all nominees except the CEO . Lead independent director role is held by Matthew J. Shattock (not Williams) .
- Attendance: Board met 9 times in FY2025, with all incumbent directors attending at least 75% of Board and committee meetings of which they were members .
- Committee expertise: Williams is identified as an Audit Committee financial expert (SEC definition) and financially literate (NYSE rules) .
- Engagement: Directors participated in a global town hall with employees; broader Board-level engagement noted, reinforcing oversight culture .
Committee assignments and roles (FY2024–FY2025)
| Committee | Role | FY2024 | FY2025 | Notes |
|---|---|---|---|---|
| Audit Committee | Member/Chair | Chair; met 9 times (FY2024) | Member until May 2025; left committee in May 2025; met 9 times (FY2025) | Identified as Audit Committee financial expert |
| Nominating, Governance & Corporate Responsibility (NGCRC) | Member | Not listed as member in FY2024 | Member; met 6 times (joined May 2025) | Oversees governance, sustainability, and board evaluations |
| Management Development & Compensation (MDCC) | Member | Not listed as member in FY2024 | Member; met 5 times (joined May 2025) | Oversees executive pay, succession, and clawback policy |
Fixed Compensation (Director)
| Component | Amount | Detail/Timing |
|---|---|---|
| Cash fees earned (FY2025) | $127,184 | Annual cash retainer and other director cash compensation; paid quarterly; elective deferral and in‑stock elections available |
| Annual director cash retainer (program level) | $105,000 (FY2025) | Will increase to $110,000 effective Oct 2025 |
| Committee chair retainers (program level) | Audit $25,000; MDCC $20,000; NGCRC $15,000 (FY2025) | NGCRC chair to $20,000 and MDCC chair to $25,000 effective Oct 2025 |
Program design: Non‑employee directors receive cash compensation and an annual grant of deferred stock units (DSUs). Payment elections allow receipt in cash, common stock, deferred cash (prime rate credited), or DSUs; DSUs settle in stock only after board service ends .
Performance Compensation (Director)
| Equity element | Grant value | Vehicle | Vesting/Settlement |
|---|---|---|---|
| Annual DSU grant (FY2025) | $165,000 | Deferred Stock Units (DSUs) | Granted annually for full quarters served; settle in shares upon termination of board service; accrue dividend equivalents |
Notes:
- Director pay is not formulaically performance‑based; there are no financial performance metrics tied to director equity grants (DSUs are time‑ and service‑based) .
Other Directorships & Interlocks
- Compensation Committee interlocks: The proxy discloses MDCC membership (including Williams) and states none of the MDCC members were officers/employees of Clorox in FY2025 and no Clorox executive served on another company’s board/compensation committee that had executives serving on Clorox’s MDCC—i.e., no interlocks identified .
- No additional public company directorships for Williams are text‑disclosed in the accessible portions of the CLX proxy.
Expertise & Qualifications
- Audit Committee financial expert and financially literate (SEC/NYSE standards) .
- FY2024 Audit Committee Chair, evidencing direct leadership over financial reporting oversight before FY2025 committee refresh .
- Governance/ESG oversight via NGCRC membership (joined May 2025) .
- Executive compensation governance via MDCC membership (joined May 2025), including oversight of clawbacks and risk in pay design .
Equity Ownership (Alignment)
| Ownership measure | Value | As‑of date | Notes |
|---|---|---|---|
| Beneficially owned common shares | 849 shares | Aug 31, 2025 | Sole voting/dispositive power unless otherwise indicated |
| DSUs accrued (total in deferral account) | 19,046 DSUs | Jun 30, 2025 | Annual DSUs + deferrals + dividend equivalents; settle in stock post‑service |
| DSUs accrued (footnote to ownership table) | 19,458 DSUs | Aug 31, 2025 | Ownership footnote count; settle in stock post‑service |
| Ownership as % of shares outstanding | ~0.0007% | Aug 31, 2025 | Calculated from 849 owned shares and 121,683,474 shares outstanding |
Ownership policies and safeguards:
- Directors must hold CLX common stock or DSUs equal to at least 5× annual cash retainer within 5 years; as of Aug 31, 2025, each non‑employee director was in compliance or on track (based on trading prices) .
- Hedging prohibited for all directors/officers; Section 16 insiders (including directors) are prohibited from pledging CLX stock under the insider trading policy .
Related‑Party Transactions & Conflicts
- Policy requires Audit Committee review/approval of related‑person transactions >$120,000; the company reports it does not believe any related persons had a direct or indirect material interest in such transactions during the period .
- Code of conduct prohibits conflicts of interest; directors must adhere to it .
Say‑on‑Pay & Shareholder Feedback (Context for board compensation oversight)
- 2024 say‑on‑pay support was ~93% of votes cast, indicating broad investor endorsement of the compensation program overseen by the MDCC .
Governance Assessment
- Strengths:
- Independent director with finance expertise; designated Audit Committee financial expert .
- Service across key oversight committees (audit, governance/ESG, and compensation) following FY2025 refresh; prior experience as Audit Committee Chair in FY2024 .
- Solid attendance culture (≥75% by all incumbents) and structured director engagement .
- Strong alignment mechanisms: mandatory director ownership (5× retainer), DSUs settled post‑service, anti‑hedging/anti‑pledging policy .
- No related‑party transaction concerns reported; no compensation committee interlocks .
- Potential red flags: None evident in disclosures. Committee rotations in 2025 reflect Board refresh; no indications of low attendance, related‑party exposure, or shareholder opposition in the period reviewed .
Director Compensation (Williams) – FY2025
| Metric | Amount |
|---|---|
| Cash fees | $127,184 |
| Stock awards (DSUs grant-date fair value) | $165,000 |
| Total | $292,184 |
Program reference levels:
- Annual director cash retainer: $105,000 (FY2025), rising to $110,000 from Oct 2025 .
- Annual DSU grant: $165,000 (FY2025), rising to $170,000 from Oct 2025 .
- Chair retainers: Audit $25,000; MDCC $20,000 ($25,000 from Oct 2025); NGCRC $15,000 ($20,000 from Oct 2025) .
Overall, Williams’ profile signals strong board‑effectiveness characteristics: independence, financial expertise, consistent committee engagement, robust alignment via DSUs/ownership requirements, and absence of conflict indicators—supportive of investor confidence in Clorox’s governance .