Matthew Shattock
CLOROX CO /DE/About Matthew J. Shattock
Lead Independent Director of The Clorox Company since January 2024; previously served as Clorox’s independent chair from February 2021 through December 2023, bringing strong board and executive leadership experience as a former public company CEO and non-executive board chair . He is independent under NYSE and Clorox governance guidelines, and leads independent executive sessions at each regularly scheduled board meeting . Shattock authored the Lead Independent Director letter and actively engaged employees via a global town hall in FY25 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Clorox Company | Lead Independent Director | Jan 2024–present | Presides over independent executive sessions; reviews/approves agendas/materials; shareholder engagement; CEO succession and performance oversight |
| The Clorox Company | Independent Board Chair | Feb 2021–Dec 2023 | Board leadership; independent oversight of strategy and risk |
External Roles
- Former public company CEO (company not specified in proxy) .
Board Governance
- Independence: Board determined Shattock (and 10 of 11 nominees) are independent; only Chair/CEO is non-independent .
- Committee assignments: Member, Nominating, Governance & Corporate Responsibility Committee (NGCRC); left the committee in May 2025. NGCRC met 6 times in FY25 and oversees board refreshment, governance, sustainability and shareholder engagement .
- Lead Independent Director responsibilities: Calls/presides at executive sessions, approves agendas/materials, liaises with CEO and shareholders, leads CEO succession and performance evaluation with MDCC and independent directors .
- Board activity and attendance: Board held 9 meetings in FY25; all incumbent directors attended at least 75% of the meetings of the Board and committees on which they served. Directors are expected to attend the Annual Meeting .
- Shareholder engagement: Shattock (as LID) participates in engagement; Clorox aims to engage holders of at least one-third of total shares annually .
- Board evaluation: Annual board/committee/individual director self-assessment; periodic third‑party facilitator used for effectiveness reviews .
- Combined Chair/CEO structure mitigated by strong LID and independent committee chairs (Audit: Pierre Breber; MDCC: Russell Weiner) appointed in May 2025 .
Fixed Compensation
| Metric (FY25) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $205,000 |
| Stock Awards (DSUs, grant-date fair value) | $165,000 |
| Total Director Compensation | $370,000 |
| Retainer Schedule (FY25) | Amount |
|---|---|
| Annual Director Cash Retainer | $105,000 |
| Lead Independent Director Retainer | $100,000 |
| Committee Chair Retainers | Audit $25,000; MDCC $20,000; NGCRC $15,000 |
| Special Assignment Fees | $2,500/day (none paid in FY25) |
Notes: Non-employee directors also receive an annual DSU grant; the DSU award for a full fiscal year in 2025 was $165,000 . Effective October 2025, annual cash retainer increased to $110,000 and DSU grant to $170,000; NGCRC chair retainer to $20,000; MDCC chair retainer to $25,000 .
Performance Compensation
| Item | Terms |
|---|---|
| Performance linkage | None; director DSUs are not performance-based |
| DSU settlement | Settled only in common stock upon termination of board service; dividend equivalents accrue in DSU accounts |
| Deferral elections | Directors may elect to receive cash compensation in cash, common stock, deferred cash (credited at prime), or DSUs; DSUs accrue dividend equivalents |
Other Directorships & Interlocks
- Not disclosed for Shattock in the proxy; no related person transactions of material interest were identified by the company .
Expertise & Qualifications
- Former public company CEO and prior non-executive board chair; brings board and executive leadership depth aligned with Clorox’s oversight needs under its IGNITE strategy .
- As LID, contributes to risk oversight, CEO evaluation, succession, agenda discipline, and shareholder engagement .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | — (does not exceed 1% of outstanding) |
| DSUs accumulated (as of June 30, 2025) | 17,070 |
| Hedging/pledging policy | Directors and officers prohibited from hedging; Section 16 insiders prohibited from pledging Clorox stock |
| Director ownership guidelines | Minimum 5× annual cash retainer within five years; as of Aug 31, 2025, all non-employee directors were in compliance or on track; majority held value far in excess of guidelines |
Governance Assessment
- Strengths: Robust LID role with clear authorities (executive sessions, agenda control, shareholder engagement); independent committees; strong director ownership alignment via DSUs and 5× retainer guideline; prohibition on hedging/pledging; annual evaluations; active shareholder outreach .
- Potential risks: Combined Chair/CEO structure requires vigilant independent oversight—mitigated by empowered LID and refreshed independent committee chairs in FY25 .
- Conflicts/related parties: Company’s policy requires Audit Committee review of interested transactions; company states no related person had a direct or indirect material interest in ordinary-course transactions .
- Shareholder signals: 2024 Say‑on‑Pay approval ~93% (supportive governance climate); MDCC reviews director pay with independent consultant FW Cook .
Appendix: Committee Context
| Committee | FY25 Membership | Meetings | Oversight Scope |
|---|---|---|---|
| NGCRC | Esther Lee (Chair); Gina Boswell; Pierre Breber; Stephanie Plaines; Matthew J. Shattock (left May 2025); Christopher J. Williams | 6 | Governance, board refresh, evaluations, sustainability oversight, shareholder/stakeholder engagement, compliance & ethics |
| Audit | Pierre Breber (Chair); Stephen Bratspies; Julia Denman; A.D. David Mackay; Stephanie Plaines; Christopher J. Williams (left May 2025) | 9 | Financial reporting and controls; auditor oversight; cybersecurity/privacy/IT risk; climate/sustainability-related risks; FX and interest rate risk |
| MDCC | Russell J. Weiner (Chair); Spencer C. Fleischer; Esther Lee; A.D. David Mackay; Christopher J. Williams | 5 | Executive/director compensation, succession planning below CEO level, IDEA initiative oversight, compensation risk and clawbacks |
Board meetings: 9 in FY25; all incumbent directors attended at least 75% of their Board/committee meetings .
Employee engagement: FY25 global town hall featured Shattock and three new directors; broad employee Q&A across U.S. and global operations .