Julia Denman
CLOROX CO /DE/About Julia Denman
Independent director of The Clorox Company since 2022; age 52 as disclosed in the 2023 proxy. Denman is a corporate vice president at Microsoft and former divisional CFO, bringing deep operational risk management, internal audit, and consumer packaged goods financial expertise from prior leadership roles at Microsoft and Procter & Gamble .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | Corporate Vice President & Head of Internal Audit, Enterprise Risk & Compliance | Dec 2019–present | Leads independent assessments of strategies/operations; oversees global risk management and compliance; leads business conduct investigations |
| Microsoft Corporation | Corporate Vice President & CFO, Worldwide Marketing & Consumer Business | Aug 2016–Nov 2019 | Divisional CFO responsibilities across marketing and consumer segments |
| Microsoft Corporation | Corporate Vice President & CFO, Devices Business | Noted prior role | Divisional CFO experience; strengthens accounting/financial oversight |
| Procter & Gamble | Assistant Treasurer; Divisional Finance Director; other finance leadership | ~20 years | Led capital markets, cash and risk management; product/marketing innovation strategies and cost savings; led turnaround of a $3B division |
External Roles
| Organization | Position | Nature | Notes |
|---|---|---|---|
| Microsoft Corporation | Corporate Vice President | Operating executive | Ongoing internal audit, risk & compliance leadership; no CLX-related related-party transactions disclosed in proxy |
Board Governance
- Committee memberships: Audit Committee member; the Board determined Denman is an “audit committee financial expert” and financially literate under SEC/NYSE rules .
- Committee chairs and cadence: Audit Committee chaired by Pierre Breber; met 9 times in FY25. NGCRC chaired by Esther Lee; met 6 times. MDCC chaired by Russell Weiner; met 5 times .
- Independence: The Board determined 10 of 11 director nominees, including Denman, are independent under NYSE and CLX Governance Guidelines .
- Attendance: The Board held 9 meetings in FY25; all incumbent directors attended at least 75% of Board and committee meetings for which they were members .
- Executive sessions: Lead independent director presides at executive sessions of independent directors at each regularly scheduled Board meeting .
Fixed Compensation
| Component | FY2024 Amount (USD) | FY2025 Amount (USD) | Notes |
|---|---|---|---|
| Annual Director Cash Retainer | $104,500 | $105,000 | Paid quarterly; directors may elect cash/common stock/deferred cash/DSUs for cash compensation |
| Committee Chair Fees | $0 (not a chair) | $0 (not a chair) | Chair retainers: Audit $25,000; MDCC $20,000; NGCRC $15,000 |
| Special Assignment Fees | $0 | $0 | $2,500/day if requested; none paid in FY25 |
| Total Cash Earned | $104,500 | $105,000 | As reported |
| Annual DSU Grant (Fair Value) | $163,000 | $165,000 | DSUs granted annually; settled in stock only upon termination |
| Total Compensation | $267,500 | $270,000 | Cash + stock awards |
- Program changes effective Oct 2025: Annual cash retainer increased to $110,000; annual DSU grant increased to $170,000; NGCRC chair retainer to $20,000; MDCC chair retainer to $25,000 .
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Deferred Stock Units (DSUs) | Majority of director compensation delivered as DSUs | No performance metrics; designed for alignment, settled only in common stock upon termination | Granted annually; directors cannot sell while serving; accrue dividend equivalents as DSUs |
| Options/PSUs for Directors | None disclosed for non-employee directors | N/A | N/A |
The MDCC reviews non-employee director compensation relative to peers at least annually, aiming near-median, with FW Cook as independent consultant supporting analysis and recommendations .
Other Directorships & Interlocks
| Company | Public Company Board? | Role | Notes |
|---|---|---|---|
| — | None disclosed | — | Denman had no other public company directorships listed in CLX’s director nominee summary |
Expertise & Qualifications
- Operational risk, internal audit, and compliance leadership (Microsoft) .
- Financial/accounting expertise, including divisional CFO experience (Microsoft) and extensive finance roles (P&G) .
- Consumer products industry knowledge from P&G; supports oversight of growth strategy and capital allocation .
- Determined by CLX Board to be an audit committee financial expert .
Equity Ownership
| Item | Quantity/Status | As-of | Notes |
|---|---|---|---|
| Beneficial Ownership (Direct Shares) | — | Aug 31, 2025 | Listed as “—”; percent of class does not exceed 1% |
| DSUs Accumulated in Deferred Account | 2,772 units | Jun 30, 2025 | Includes annual DSU awards, elective deferrals, dividend equivalents |
| DSUs “Right to Acquire” upon Termination | 2,801 units | As described in proxy | Additional count of DSUs directors have right to receive upon termination |
| Shares Outstanding | 121,683,474 | Aug 31, 2025 | For context of alignment |
| Ownership Guidelines | 5× annual cash retainer within 5 years of first election | Policy level | All non-employee directors were in compliance or on track based on trading prices as of Aug 31, 2025 |
| Hedging/Pledging | Prohibited for directors and officers | Policy level | No short sales, options, collars, pledging/margin accounts; preclearance required for insiders |
Governance Assessment
- Board effectiveness: Denman strengthens audit committee oversight with SEC-defined financial expert status and risk/compliance specialization, aligned with CLX’s emphasis on cybersecurity and enterprise risk management under Audit Committee purview .
- Independence & alignment: Independent status; majority of pay in DSUs held until service ends; strong ownership guideline (5× cash retainer) and prohibition on hedging/pledging support shareholder alignment .
- Attendance & engagement: Board met 9 times in FY25; all incumbent directors met at least the 75% attendance threshold. Independent executive sessions occur at each regular meeting, indicating active oversight culture .
- Conflicts/related-party exposure: CLX’s Interested Transactions policy requires Audit Committee review; proxy states no related persons had direct or indirect material interest in ordinary-course affiliated transactions, mitigating conflict risk. No Denman-specific related-party transactions disclosed .
- Compensation signals: Modest YoY increases in cash/DSU values and majority equity via DSUs (time-based, non-transferable during service) indicate alignment without short-term risk-taking incentives. Director program adjustments for FY26 reflect peer benchmarking via FW Cook .