David Mackay
CLOROX CO /DE/About A. D. David Mackay
Independent, non‑employee director of The Clorox Company; serves on the Audit Committee and the Management Development & Compensation Committee (MDCC). The Board has affirmatively determined his independence under NYSE standards and designates him an Audit Committee financial expert. Biography details (age, education, prior roles) are not disclosed in the cited excerpts.
Board Governance
- Committee assignments: Audit Committee member (designated “financially literate” and an “audit committee financial expert”); MDCC member. Audit met 9 times in FY25; MDCC met 5 times.
- Independence: One of 10 independent nominees (all directors except the Chair & CEO). Independent directors meet in executive session at each regularly scheduled Board meeting, presided over by the lead independent director.
- Attendance: Board held 9 meetings in FY25; all incumbent directors attended at least 75% of Board and committee meetings of which they were members.
- Related‑party transactions: Audit Committee reviews “Interested Transactions”; Company reports no Related Persons with a direct or indirect material interest in ordinary‑course transactions.
Fixed Compensation
FY25 director compensation (Mackay):
| Component | FY25 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $105,000 | Annual cash retainer; payable quarterly |
| Stock Awards ($) (DSUs) | $165,000 | Annual DSUs; granted at year‑end; paid only in shares after board service ends |
| Total ($) | $270,000 |
Program structure and rates:
| Role/Component | FY25 Rate | Mechanics |
|---|---|---|
| Annual director retainer | $105,000 | Paid quarterly; elective deferrals allowed (cash, stock, deferred cash, DSUs) |
| Lead independent director retainer | $100,000 | Paid in addition to director retainer |
| Committee chair retainers | Audit $25,000; MDCC $20,000; NGCRC $15,000 | Pro‑rated if partial‑year service |
| Special assignment fee | $2,500/day | None paid in FY25 |
FY26 changes (effective Oct 2025): director cash retainer increased to $110,000; annual DSU grant to $170,000; NGCRC chair retainer to $20,000; MDCC chair retainer to $25,000.
Performance Compensation
Directors do not receive performance‑based incentives; equity compensation is delivered entirely as DSUs that settle only in company stock upon termination of board service, with dividend equivalents credited; awards are pro‑rated for partial‑year service.
| Equity Component | FY25 Value | FY26 Value |
|---|---|---|
| Annual DSU grant (value) | $165,000 | $170,000 |
Equity Ownership
- Beneficial ownership: 600 common shares; marked “*” indicating less than 1% of outstanding shares.
- Deferred stock units (unsettled, payable in stock after service): 9,347 DSUs.
- Ownership guidelines: Within 5 years, non‑employee directors must hold common stock or DSUs valued at least 5× the annual cash retainer; as of Aug 31, 2025 the Company states all non‑employee directors were compliant or on track, with most holding well in excess.
- Hedging/pledging: Directors and officers are prohibited from hedging and pledging Clorox stock under the insider trading policy.
| Ownership Item | Amount |
|---|---|
| Common shares beneficially owned | 600 (less than 1%) |
| DSUs in deferred account | 9,347 |
| Ownership guideline | ≥5× cash retainer within 5 years |
| Compliance status (company statement) | Compliant or on track (majority far in excess) |
| Hedging/pledging status | Prohibited by policy |
Other Directorships & Interlocks
- Compensation Committee interlocks: The Company reports no interlocks—none of the MDCC members were officers or employees in FY25, and no Clorox executive served on another entity’s board or compensation committee where that entity’s executive served on Clorox’s Board/MDCC.
Expertise & Qualifications
- Financial expertise: Designated Audit Committee financial expert; financially literate under NYSE rules.
Governance Assessment
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Alignment and oversight strengths:
- Independent director serving on both Audit and MDCC with “audit committee financial expert” designation—supports robust financial reporting and pay‑risk oversight.
- DSU‑only equity that settles after board service enhances long‑term alignment and removes short‑term trading incentives.
- Strict ownership guidelines (≥5× retainer), broad independence policies, proactive executive sessions of independent directors.
- No reported related‑party transactions of material interest; formal Interested Transactions review by Audit Committee.
- Company reports strong say‑on‑pay support (93% approval at 2024 Annual Meeting), indicating shareholder confidence in compensation governance.
-
Potential risk indicators to monitor:
- Dual committee workload (Audit and MDCC) increases governance responsibilities; continued monitoring of attendance and engagement advisable (Board reported ≥75% attendance for all incumbents).
- Director compensation shifts (FY26 increases) are moderate but should be periodically benchmarked against peers to avoid pay inflation.
Notes on Program Mechanics and Policies
- DSU deferral mechanics: Directors may elect to receive cash compensation as common stock, deferred cash (credited at Wells Fargo prime) or DSUs; DSUs settle only in shares, typically in lump sum or 5 annual installments after service.
- Executive/insider trading safeguards: Prohibitions on short sales, options/derivatives, collars; preclearance required for insiders; hedging/pledging prohibited.