Gina Boswell

About Gina Boswell

Independent director of The Clorox Company since May 19, 2025, Gina Rosselli Boswell is a seasoned CPG operator and brand builder, formerly CEO of Bath & Body Works and a senior executive at Unilever, Avon, Estée Lauder, and Ford. She holds a BS from Boston University and an MBA from Yale School of Management; she was 62 at the time of her election to the Clorox board . Boswell resigned as Bath & Body Works CEO and as a director effective May 16, 2025, prior to joining Clorox’s board .

Past Roles

External Roles

Board Governance

• Independence: The board determined 10 of 11 director nominees are independent, including Boswell; the only non‑independent director is the Chair & CEO, Linda Rendle .
• Committee assignments (FY25): Nominating, Governance & Corporate Responsibility Committee (NGCRC); chair: Esther Lee. Boswell joined NGCRC in May 2025 .
• Chair roles: None (Audit Chair: Pierre Breber; MDCC Chair: Russell Weiner) .
• Attendance: Board held 9 meetings in FY25; all incumbent directors attended at least 75% of board and committee meetings. All directors at the 2024 annual meeting attended, with Boswell joining the board after that meeting .
• Lead independent director and executive sessions: Lead Independent Director Matthew J. Shattock presides; independent directors generally meet in executive session at each regularly scheduled meeting .
• Shareholder engagement and oversight: Board/committees maintain robust risk oversight (ERM, cybersecurity, sustainability) and conduct annual evaluations; directors participated in a global town hall (Boswell included) to engage employees .

Fixed Compensation

Notes: FY26 changes effective Oct 2025 increased the annual director cash retainer to $110,000 and annual DSU grant to $170,000; NGCRC and MDCC chair retainers to $20,000 and $25,000, respectively .

Performance Compensation

• Directors receive a majority of annual comp in DSUs that settle only upon board service termination, aligning incentives with long‑term shareholders; DSUs accrue dividend equivalents and cannot be sold while on the board .
• No options or performance‑based equity for directors; mix is cash retainer plus DSUs only .

Other Directorships & Interlocks

• Prior public boards include ACCO Brands, ManpowerGroup, and Wolverine World Wide; non‑profit board service includes Yale trustee roles .
• Bath & Body Works: no ongoing interlock—Boswell ceased as CEO and director on May 16, 2025, limiting potential channel/competitive conflicts with Clorox’s CPG portfolio .

Expertise & Qualifications

• CPG leadership and operations: Brings extensive consumer goods leadership, brand building, marketing, and global operations expertise—areas highlighted by Clorox’s lead independent director in 2025 board refresh .
• Governance/sustainability oversight: Serves on NGCRC, which oversees governance, sustainability, ethics/compliance, and shareholder engagement .
• Education: BS, Boston University; MBA, Yale School of Management; long‑standing Yale engagement (trustee; University Council past president) .

Equity Ownership

Governance Assessment

• Positives:
  • Independent director with deep CPG brand, marketing, and operating experience aligned to Clorox’s IGNITE strategy; sits on NGCRC overseeing governance/sustainability and ethics/compliance .
  • Strong independence posture (10/11 independent nominees) and regular executive sessions under a robust lead independent framework .
  • Director equity delivered via DSUs held until service ends; stringent stock ownership guidelines; hedging/pledging prohibitions—good alignment practices .
  • Board engagement/oversight signals (ERM, cybersecurity, sustainability, culture) and employee town hall participation (including Boswell) .
• Potential watch‑items / red flags to monitor:
  • Low initial ownership/DSUs in FY25 due to late‑year appointment (mitigated by 5‑year ownership guideline and DSU structure) .
  • Recent CEO transition at Bath & Body Works and resignation (reduces potential interlock/conflict risk, but observe for any legacy competitive overlap in personal care categories) .
  • Related‑party transactions: Clorox policy requires Audit Committee review; company noted no related person had a direct or indirect material interest in ordinary‑course transactions—continue to monitor disclosures annually .

Director Compensation (FY25 reported)

Committees & Attendance Snapshot

Policies & Shareholder Alignment

• Director stock ownership: 5× cash retainer within 5 years; directors on track or exceeding as of Aug 31, 2025 .
• No hedging; no pledging by Section 16 insiders; pre‑clearance/trading window policy in place .
• Related‑party transaction oversight by Audit Committee; transactions must be on arms‑length terms; no material related‑person interests noted .

Summary Implications for Investors

Boswell’s appointment strengthens Clorox’s board refresh with a consumer/brand operator who is active on the governance/sustainability committee; independence and alignment structures are strong. Initial ownership is light due to timing, but the DSU structure and ownership guidelines should drive alignment over time; no material conflict signals post‑BBW resignation, and no related‑party concerns were disclosed for FY25 .