Kirsten Marriner
CLOROX CO /DE/About Kirsten Marriner
Executive Vice President and Chief Administrative Officer (since March 2025), previously EVP and Chief People & Corporate Affairs Officer and Chief People Officer (joined March 2016). She is 53 and oversees global business services, corporate real estate and workplace services, HR, and corporate communications; she also serves as President of The Clorox Company Foundation’s board of trustees . Education: MBA, Cleveland State University; BA, John Carroll University . Pay-for-performance linkage: Clorox’s pay-versus-performance uses Total Shareholder Return (TSR) and Economic Profit (EP) as key measures; company-selected measure for FY25 was Economic Profit . AIP outcomes tied to company/individual multipliers show variability: FY2023 AIP funded at 179% company multiplier for NEOs including Marriner; FY2024 AIP funded at 100% company multiplier (Marriner’s target 85%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Clorox Company | EVP & Chief Administrative Officer | 2025–present | Expanded remit to GBS, CRE & workplace, HR, communications; drive process transformation to enable IGNITE strategy and growth . |
| The Clorox Company | EVP & Chief People & Corporate Affairs Officer; previously Chief People Officer | 2016–2025 | Led people agenda and organizational transformation; increased engagement and inclusion indices; reduced voluntary turnover; drove $75–$100mm ongoing annual savings . |
| Omnicare (acquired by CVS Health) | SVP & Chief Human Resources Officer | 2013–2015 | Built business-aligned HR org; transformed culture and rewards to improve performance . |
| Fifth Third Bank | SVP, Director of Talent Mgmt & Development; other VP roles | 2004–2013 | Led talent/engagement, D&I, HR service delivery, compensation, performance management . |
| KeyCorp; Deloitte; KPMG Peat Marwick | HR leadership/consulting | Not disclosed | Progressive HR and consulting roles early career . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Clorox Company Foundation | President, Board of Trustees | Not disclosed | Company philanthropy leadership . |
| Zovio, Inc. (f/k/a Bridgepoint Education) | Director; Compensation Committee Chair | Since Mar 2018 (as disclosed in 2022) | Public company directorship and comp committee leadership . |
| Diversity MBA | Advisory Leadership Board (past vice chair) | Not disclosed | External advisory role . |
Fixed Compensation
| Fiscal Year | Base Salary ($) | Target Bonus (% of Salary) | AIP Multipliers (Company/Individual) | Actual AIP Paid ($) | All Other Compensation ($) | Total Comp ($) |
|---|---|---|---|---|---|---|
| 2024 | 689,999 | 85% | 100% / 100% | 573,750 | 274,901 | 3,538,553 |
| 2023 | 675,000 | 85% | 179% / 100% | 988,975 | 191,513 | 3,355,392 |
| 2022 | 643,269 | Not disclosed | Not disclosed | 260,000 | 204,913 | 2,407,947 |
Nonqualified Deferred Compensation (FY2023)
| Item | Amount ($) |
|---|---|
| Executive contributions | 26,000 |
| Registrant contributions | 106,020 |
| Aggregate earnings | 153,575 |
| Aggregate balance at FYE | 1,089,339 |
Notes:
- 2024 SCT shows Stock Awards $1,999,903 (no options issued for NEOs in FY2024) . In 2023, Stock Awards $1,199,920; Option Awards $299,984 .
Performance Compensation
Long-Term Incentive Design and Mix
- FY2024: NEO LTI delivered 60% PSUs, 40% RSUs; options discontinued to simplify and align with peers .
- FY2023: NEO LTI mix was 60% PSUs, 20% options, 20% RSUs .
PSU Metrics and Outcomes
- Metric: Economic Profit (EP), with three-year performance and payout range 0–200% of target; FY2023 awards based on EP with annual targets averaged over three years .
- Payouts: FY2020 PSU cycle certified at 86% in Aug 2023 ; FY2022–FY2024 PSU cycle paid at 133% of target (approved Aug 13, 2024) .
Grants of Plan-Based Awards (FY2024)
| Award Type | Grant Date | Target (#) | Maximum (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|
| PSUs | 11/15/2023 | 8,695 | 17,390 | 1,199,997 |
| RSUs | 11/15/2023 | — | — | 799,906 (5,796 units) |
Annual Incentive Plan (detail)
| Fiscal Year | Base Salary ($) | Target % | Company Multiplier | Individual Multiplier | Final Payout ($) |
|---|---|---|---|---|---|
| 2024 | 675,000 | 85% | 100% | 100% | 573,750 |
| 2023 | 650,000 | 85% | 179% | 100% | 988,975 |
Vesting Schedules (key terms)
- RSUs: Typically vest 25% on the first anniversary, and 25% on Oct 5 following each of the second, third, and fourth anniversaries .
- Stock options (legacy awards): Four equal installments (25%) on specified anniversaries (examples: 9/22/2020 grant vests 25% on 9/22/2021 and 10/5 following the next three anniversaries; later grants on similar Oct 5 cadence) .
- PSUs: Three-year performance period based on EP; payouts per MDCC certification; deferral of settlement can be elected (for certain CEC members) and becomes irrevocable; change in control treatment governed by plan Section 19 .
Equity Ownership & Alignment
Beneficial Ownership and Holdings
- Total beneficial ownership: 88,778 CLX shares; less than 1% of outstanding .
- Outstanding equity awards at FY2024 year-end (selected line items for Marriner):
- Stock options (exercisable/unexercisable and exercise prices): 6,143 @ $135.57 (exercisable); 19,040 @ $151.85 (exercisable); 23,728 @ $155.54 (exercisable); 5,817/1,939 @ $212.38; 5,836/5,837 @ $163.77; 2,781/8,346 @ $141.30 .
- Unvested RSUs: 859; 1,679; 5,889; with market values $117,228; $229,133; $803,672, respectively .
- PSUs (target unearned): 6,712 ($915,987); 8,835 ($1,205,712) .
- Vested vs. unvested: Table above lists unvested RSUs and unearned PSUs; exercisable options reflect vested portion; unexercisable options reflect unvested portion .
Alignment Policies
- Executive stock ownership guidelines: 3x base salary for NEOs (6x CEO; 2x other execs); 75% net-share retention until guidelines met; then 25% retention for one year (50% for CEO) .
- Hedging/pledging: Prohibited for directors and officers; also barred from holding CLX stock in margin accounts .
Insider Selling Pressure Indicators
- Scheduled RSU releases each year (first anniversary and then Oct 5 on years 2–4) may create predictable liquidity windows post-vesting .
- PSU payouts occur after MDCC certification at cycle end (e.g., August), creating additional distribution windows .
Employment Terms
Status and Tenure
- Joined Clorox March 2016 (Chief People Officer); expanded role to CAO March 2025 .
Severance (non‑CIC)
- Involuntary termination without cause (NEOs other than CEO): cash equal to 2x current base salary; plus 75% of AIP award for year of termination, prorated and paid after FYE using actual company multiplier; two-year non‑solicitation; release required .
- Termination for misconduct: forfeiture of AIP for the year and all unvested equity; retirement-related LTI benefits forfeited .
Change-in-Control (CIC) Economics (double-trigger)
- If terminated without cause or for Good Reason within 24 months post-CIC (or up to 1 year pre‑CIC in limited cases): cash equal to 2x (CEO 3x) the sum of base salary + average AIP of prior three years; continued healthcare (max two years; CEO three); financial planning; vesting of all outstanding pre‑CIC stock awards; prorated AIP for year of termination; excise tax cutback applies if beneficial .
- Good Reason includes material diminution in duties, compensation reductions, relocation >35 miles, improper termination, or failure of successor to assume obligations; cure procedures apply .
Potential Payments (Illustrative Proxy Scenarios)
| Scenario (as of FY2024 proxy assumptions) | Total Estimated Value ($) |
|---|---|
| Involuntary Termination Without Cause | 1,829,939 |
| Involuntary Termination After Change in Control | 7,138,280 |
| Resignation/Retirement | 5,529 (options intrinsic value only; not retirement-eligible under AIP) |
| Disability or Death | 4,570,908 |
Equity Treatment and Deferral
- Equity vests per plan/award terms; CIC accelerates awards granted prior to CIC per plan; PSU deferral elections permitted for certain executives; deferrals cease upon transactions subject to plan Section 19 .
Performance & Track Record
- Organizational transformation leader: On track to deliver $75–$100 million ongoing annual savings; improvements in engagement and inclusion indices; significant decrease in voluntary turnover; better retention of key talent .
- Culture and pay equity: Updated talent model to support desired culture; continued achievement of global pay equity .
Compensation Structure Analysis
- Shift away from options in FY2024 increased certainty of value via RSUs and focused performance risk on EP-based PSUs (60% PSUs / 40% RSUs), reducing upside convexity versus prior years that included options (FY2023: 20% options) .
- AIP outcomes show high cyclicality with company performance (179% company multiplier in FY2023 vs. 100% in FY2024), demonstrating at‑risk cash alignment .
- PSU metric is EP, a measure management emphasizes as most important to linking compensation to performance in FY25 PVP disclosure .
Equity Ownership & Alignment (Summary Table)
| Item | Detail |
|---|---|
| Beneficial ownership | 88,778 shares; <1% of outstanding . |
| Stock ownership guideline | 3x base salary for NEOs; 75% net‑share retention until met . |
| Hedging/pledging | Prohibited for directors and officers . |
| Unvested RSUs (counts) | 859; 1,679; 5,889 (market values $117,228; $229,133; $803,672) . |
| PSUs (target unearned) | 6,712 ($915,987); 8,835 ($1,205,712) . |
| Stock options (examples) | 6,143 @ $135.57 (ex); 19,040 @ $151.85 (ex); 23,728 @ $155.54 (ex); 5,817/1,939 @ $212.38; 5,836/5,837 @ $163.77; 2,781/8,346 @ $141.30 . |
Employment Terms (Key Dates and Triggers)
| Term | Provision |
|---|---|
| Start date at Clorox | March 2016 (Chief People Officer) . |
| Current role effective | March 2025 (EVP & Chief Administrative Officer) . |
| Non‑solicitation | Two years post-termination under Severance Plan . |
| CIC severance multiple | 2x salary + 3‑yr avg AIP; CEO 3x; double-trigger; excise tax cutback . |
| Good Reason (CIC) | Material duty/compensation changes, relocation >35 miles, etc.; cure rights . |
Investment Implications
- Pay-for-performance alignment: High proportion of at‑risk pay via EP‑based PSUs and AIP multipliers suggests earnings/EP momentum materially affects realized compensation, aligning incentives with margin expansion and capital discipline .
- Retention and selling pressure: Meaningful unvested RSUs and PSU targets plus annual RSU vesting cadence (first anniversary and Oct 5 thereafter) indicate retention hooks and predictable vest windows that can create modest, periodic insider selling supply post‑vest, subject to trading windows .
- Governance risk mitigants: Strict anti‑hedging/pledging policy and robust double‑trigger CIC with excise tax cutback reduce alignment and windfall risks; two‑year non‑solicit provides post‑termination protection .
- Option convexity reduced: Removal of options from FY2024 LTI lowers upside sensitivity to share price moves; expect lower volatility in realized LTI relative to prior cycles, with performance risk concentrated in EP targets .
- Execution signals: Documented organizational savings ($75–$100mm), improved engagement/retention metrics under Marriner’s leadership support execution credibility on transformation initiatives, a lever for multi‑year margin and EP improvement .