Linda Rendle

About Linda Rendle

Chair and CEO of The Clorox Company; age 47, first appointed an executive officer in 2016, joined Clorox in 2003, CEO since September 2020 and Chair since January 2024 . FY25 net sales were $7.1B, with diluted EPS up 190% year-over-year as margins expanded despite category slowdowns and portfolio divestitures . Pay-versus-performance shows CLX cumulative TSR value of $63.41 vs peer group $137.19 for the period since June 30, 2020, with CAP for the PEO at $10.45M in FY25 tied closely to Economic Profit and net income . Board leadership is a combined Chair-CEO model with a strong Lead Independent Director framework to maintain oversight and independence .

Past Roles

External Roles

• None disclosed in CLX filings for public-company board service or external directorships .

Fixed Compensation

Notes:

• CEO target compensation mix: ~90% at-risk (variable) for CEO; base salary only fixed component .

Performance Compensation

Annual Incentive Plan (AIP) Structure and FY25 Outcomes

Program notes:

• AIP metrics weighted 50% sales, 30% net earnings, 20% gross margin; individual multiplier removed beginning FY25 to focus on enterprise outcomes .
• Targets set equal to Board-approved budget; FY25 multiplier 80% given mixed financial results .

Long-Term Incentives (LTIs)

Additional LTI context:

• PSUs vested in FY25 (covering FY23–FY25) paid at 133% of target based on EP growth (two years above max, one below threshold) .
• No stock options were granted to NEOs in the last completed fiscal year; LTI mix is PSUs and RSUs .

Option Exercises and Stock Vested (FY25)

Equity Ownership & Alignment

Employment Terms

Board Governance

• Combined Chair & CEO since Jan 2024; Lead Independent Director (Matthew Shattock) elected by independents; independent chairs for Audit (Pierre Breber) and MDCC (Russell Weiner) appointed in May 2025; all committees comprised of independent directors .
• Board meeting attendance: all incumbents attended at least 75% of Board/committee meetings in FY25; Board held nine meetings; executive sessions of independent directors occur at each regularly scheduled Board meeting, presided over by the Lead Independent Director .
• Director compensation (non-employee directors): effective Oct 2025, annual cash retainer $110,000 and annual DSU grant $170,000; chair retainers increased for NGCRC and MDCC; directors must hold DSUs until termination; stock ownership guideline 5x cash retainer within 5 years .
• Rendle is a management director; only non-employee directors receive director compensation .

Director Compensation (for context; not applicable to Rendle as management director)

Compensation Committee Analysis

• MDCC uses FW Cook as independent consultant and Aon market data; targets total direct compensation competitively near median of peer group; in May 2025 CLX stood at 48th percentile market cap and 23rd percentile revenue vs peer group; say-on-pay approval ~93% at 2024 Annual Meeting; MDCC monitors risk and uses tally sheets to track total compensation and termination scenarios .
• Program governance: independent committees, clawbacks, prohibitions on hedging/pledging, rigorous stock ownership guidelines, and majority voting policy .

Say-On-Pay & Shareholder Feedback

• 2024 say‑on‑pay received ~93% approval; company expects next say-on-pay in 2026; MDCC considers shareholder feedback and maintains pay-for-performance alignment .

Equity Grants and Vesting Schedules (CEO detail)

Performance & Track Record

• FY25: Organic sales and earnings growth; gross margin expansion; EPS up 190% YoY; executed portfolio reshaping (Better Health VMS divestiture), ERP implementation in FY26; maintained innovation cadence across brands .
• AIP multiplier 80% in FY25 reflects mixed top-line versus strong margin/earnings execution; PSUs paid 133% for the FY23–FY25 cycle on EP growth .
• Board and management cite IGNITE strategy as framework for consistent profitable growth and long-term value creation .

Risk Indicators & Red Flags

• Dual role as Chair & CEO may raise independence concerns; mitigated by strong Lead Independent Director, fully independent committees, executive sessions each meeting, and majority voting with director resignation policy .
• Hedging and pledging are prohibited for directors/officers; strong clawback policy adopted per SEC/NYSE standards .
• Governance controls for related-party transactions handled via Audit Committee policy; no material conflicts disclosed .

Compensation Structure Analysis

• Clear shift away from stock options; FY25 NEO LTI awards were PSUs and RSUs only, consistent with lower-risk, retention-focused equity design .
• Increased guaranteed pay component modestly (base salary up 6% YoY to $1.325M) while maintaining ~90% at-risk structure for CEO; AIP tied to budgeted targets and enterprise-only multiplier starting FY25 .
• PSU metrics (Economic Profit) emphasize value creation; prior cycle paid 133%, evidencing performance sensitivity; AIP capped by company multiplier range 0–200% .

Employment & Contracts

• Severance Plan: non-CIC termination benefits per CEO formula; non-solicit for two years; retirement-eligible treatment affects equity .
• CIC Plan: double-trigger with 3x cash multiple and equity vesting; excise tax cutback for 280G/4999 unless better after-tax outcome without cutback .
• Illustrative FY25 termination values provided in proxy for various scenarios (see Employment Terms table) .

Investment Implications

• Pay-for-performance alignment is reasonably strong: AIP metrics tied to budgeted financials; PSUs anchored to EP growth; clawbacks/ownership guidelines and hedging/pledging prohibitions enhance alignment and reduce agency risk .
• Retention risk appears contained: significant unvested PSUs/RSUs outstanding; retirement-eligible continued vesting for certain awards; double-trigger CIC with 3x multiple supports stability through potential strategic events .
• Insider selling pressure likely manageable: CEO retained 100% of net shares from FY25 option exercises and has deferred substantial vested shares, spreading distributions over years and signaling alignment with long-term value .
• Governance: Combined Chair-CEO is offset by a robust lead independent structure and fully independent committees; say‑on‑pay support (~93%) indicates shareholder acceptance of compensation philosophy, reducing headline risk .
• Execution risk: FY25 mixed sales against strong margin/EPS; ongoing ERP rollout and competitive dynamics require continued disciplined incentives tied to top-line recovery and EP; current PSU design maintains pressure on value creation .