Esther Lee
CLOROX CO /DE/About Esther Lee
Independent director of The Clorox Company and chair of the Nominating, Governance and Corporate Responsibility Committee (NGCRC) in FY25; also served on the Management Development & Compensation Committee (MDCC) from November 2024 through May 2025 . The Board determined she is independent under NYSE standards; the Board held nine meetings in FY25 and all incumbent directors met at least the 75% attendance threshold . As NGCRC chair, she is directly involved in shareholder/stakeholder engagement and sustainability oversight; she also featured in a company-wide town hall in FY24 alongside other directors, signaling active engagement with employees and investors .
Board Governance
Committee assignments and activity (FY25)
| Committee | Role | Timing/Notes | FY25 Meetings |
|---|---|---|---|
| Nominating, Governance & Corporate Responsibility (NGCRC) | Chair | Oversees governance, board evaluations, shareholder/stakeholder engagement, and sustainability governance | 6 |
| Management Development & Compensation (MDCC) | Member | Joined Nov 2024; left May 2025 | 5 |
- Independence: Director nominees (including Esther Lee) were independent, except the Chair/CEO; all committees comprised 100% independent directors .
- Attendance: Board held 9 meetings in FY25; all incumbent directors attended ≥75% of Board and committee meetings; directors are expected to attend the annual meeting .
- Majority voting: Majority of votes cast required for director elections; resignation policy applies if a director does not receive the requisite vote .
Fixed Compensation (Non‑Employee Director Program)
| Element | FY2025 Amount/Terms | FY2026 Change |
|---|---|---|
| Annual cash retainer | $105,000 for directors | $110,000 effective Oct 2025 |
| Committee chair retainers | NGCRC Chair: $15,000; MDCC Chair: $20,000; Audit Chair: $25,000 | NGCRC Chair: $20,000; MDCC Chair: $25,000 effective Oct 2025 |
| Special assignment fee | $2,500 per day; none paid in FY2025 | — |
| Payment elections | Cash, common stock, deferred cash, or DSUs (under Independent Directors’ Deferred Compensation Plan) | — |
Director-specific FY2025 cash earned:
| Director | Cash Fees ($) FY2025 |
|---|---|
| Esther Lee | 120,000 |
Performance Compensation (Equity – DSUs)
| Element | Design / Value | Notes |
|---|---|---|
| Annual DSU grant (FY2025) | $165,000 grant-date fair value | DSUs granted at year-end for services during the calendar year; settle only in common stock upon Board service termination; accrue dividend equivalents |
| Annual DSU grant (FY2026) | $170,000 effective Oct 2025 | — |
| Director-specific FY2025 stock awards | $165,000 (Esther Lee) | — |
DSUs emphasize long-term alignment; directors cannot sell DSUs while serving, and settlement occurs only after service ends .
Director Compensation (YoY)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) – Esther Lee | 119,500 | 120,000 |
| Stock Awards ($) – Esther Lee | 163,000 | 165,000 |
| Total ($) – Esther Lee | 282,500 | 285,000 |
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | Esther Lee: — shares as of Aug 31, 2025 (does not include DSUs) |
| DSUs accumulated | 13,733 DSUs as of Jun 30, 2025 ; 13,877 DSUs footnoted as of Aug 31, 2025 (not included in beneficial ownership table) |
| Stock ownership guidelines | Directors must own stock or DSUs valued at ≥5x annual cash retainer within 5 years; each non‑employee director was compliant or on track as of Aug 31, 2025 |
| Hedging/pledging policy | Directors prohibited from hedging Clorox stock; directors and officers prohibited from holding on margin or pledging Clorox stock |
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation committee interlocks | No interlocks: no Clorox executive officer served on another entity’s board/compensation committee where an executive served on Clorox’s Board/MDCC during FY25 |
Related‑Party Transactions & Conflicts
| Topic | Policy / FY2025 Disclosure |
|---|---|
| Related person transaction policy | Audit Committee reviews “Interested Transactions” >$120,000; must be on arm’s length terms; comprehensive review required |
| FY2025 related person transactions | Company does not believe any related persons had a direct or indirect material interest in transactions disclosed; directors subject to code of conduct |
Say‑on‑Pay & Shareholder Feedback (Context)
| Metric | Result |
|---|---|
| Say‑on‑Pay approval (2024 meeting) | ~93% of votes cast in favor |
Governance Assessment
- Alignment and independence: Lee is an independent director and NGCRC chair, reinforcing oversight of governance, board composition, stakeholder engagement, and sustainability; committee work occurred within fully independent committees .
- Engagement and attendance: Board met 9 times; incumbents met ≥75% attendance; Lee’s NGCRC role includes active engagement, and she participated in a company town hall forum in FY24 as NGCRC chair, indicating high engagement .
- Pay and ownership alignment: Director pay mix skews to equity via DSUs ($165k in FY2025), with cash retainer of $105k; FY2026 increases modestly; DSUs settle only after service ends, aligning long-term incentives; directors must meet 5x retainer ownership guideline and were compliant/on‑track; hedging/pledging prohibited .
- Conflicts/Red flags: No related‑party transaction concerns disclosed; no hedging/pledging permitted; no compensation committee interlocks disclosed .
Overall signal: Board independence, strong governance processes, and long-term equity alignment for non-employee directors underpin investor confidence; no specific red flags identified for Esther Lee based on the latest proxy disclosures .