Nina Barton
CLOROX CO /DE/About Nina Barton
Nina Barton, age 52, is Executive Vice President and Group President – Care & Connection at The Clorox Company, a role she has held since July 22, 2024 . She previously served as CEO of Vytalogy Wellness (Jarrow Formulas/Natrol) from July 2021 to Nov 2023 and held senior growth and digital leadership roles at The Kraft Heinz Company (including Global Chief Growth Officer) after earlier marketing roles at Johnson & Johnson, L’Oréal, and Procter & Gamble . During FY25 (her first full fiscal year overlapping CLX), company net sales were essentially flat at $7,104M vs $7,093M in FY24, gross margin expanded 220 bps to 45.2%, and Economic Profit (EP) increased to $756M from $573M; CLX cumulative TSR value (indexed to $100 at 6/30/2020) stood at 63.41 in FY25 versus 69.76 in FY24 . Her compensation is tied to company-level metrics (Net Customer Sales, Net Earnings Attributable to Clorox, Gross Margin) and long-term EP growth (PSUs) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vytalogy Wellness (Jarrow Formulas/Natrol) | Chief Executive Officer | Jul 2021 – Nov 2023 | Led wellness portfolio; subsequent Senior Advisor (Nov 2023–Jul 2024) |
| The Kraft Heinz Company | Global Chief Growth Officer; prior Zone President of Canada/President of Digital Growth; President, Global Digital & Online Growth; SVP U.S. Marketing/Innovation/R&D | 2015 – 2021 | Drove global growth strategy and digital transformation |
| Kraft Foods Group, Inc. | Vice President, Marketing; Senior Marketing Director | 2011 – 2015 | Led marketing initiatives across U.S. brands |
| Johnson & Johnson; L’Oréal; Procter & Gamble | Various marketing and leadership roles | Earlier career | Brand building in consumer products |
External Roles
- No public company directorships or committee roles disclosed for Ms. Barton in CLX’s FY25 10-K/2025 proxy materials reviewed .
Fixed Compensation
| Component | FY25 Amount / Detail | Notes |
|---|---|---|
| Base Salary (annualized as of 6/30/2025) | $700,000 | Hired effective Jul 22, 2024 |
| AIP Target (% of salary) | 90% | Company-wide AIP used; no individual multiplier |
| AIP Payout (FY25) | $475,003 (Company Multiplier 80%; prorated for start date) | Based on Net Customer Sales, Net Earnings Attributable to Clorox, Gross Margin |
| One-time Cash Sign-on | $840,728 (clawback if resign/for cause within 2 years of hire) | Inducement to join CLX |
| Perquisites (FY25) | Total $37,030 | Financial planning $18,970; Exec auto $13,200; Parking $3,420; Exec health $1,440 |
| 401(k) Company Contribution (FY25) | $34,715 | |
| Nonqualified Company Contributions (FY25) | $14,808 | |
| NQDC – Executive/Company Contributions and Balance (FY25) | Exec contrib $14,000; Company contrib $14,808; Balance $31,703 | |
| Pension | No participation in pension plans |
Performance Compensation
Annual Incentive Plan (AIP) – FY25 Design and Outcome
| Metric | Weight | Threshold (0%) | Target (100%) | Max (200%) | Actual (ex. specified items) | Result |
|---|---|---|---|---|---|---|
| Net Customer Sales | 50% | $6,721M | $7,075M | $7,252M | $6,870M | 47% |
| Net Earnings Attributable to Clorox | 30% | $571M | $635M | $711M | $650M | 103% |
| Gross Margin | 20% | 42.0% | 44.0% | 46.0% | 44.7% | 126% |
| Company Multiplier | — | — | — | — | — | 80% |
| Executive | Base Salary | AIP Target (% of Salary) | Company Multiplier | FY25 Payout |
|---|---|---|---|---|
| Nina Barton | $700,000 | 90% | 80% | $475,003 |
Notes: For FY25 and beyond, CLX removed the individual multiplier so AIP is solely a function of company results (alignment emphasis) .
Long-Term Incentives (LTI) – Structure and Ms. Barton’s FY25 Grants
- LTI mix: 60% PSUs, 40% RSUs; PSUs tied to three-year EP growth; annual grants typically in September .
- FY25 one-time stock award for Ms. Barton: $6,000,000 (primarily buyout of forfeited prior employer equity + inducement), 60% PSUs/40% RSUs .
- Ms. Barton’s FY25 LTI target value: $8,000,000 (total economic value including one-time awards) .
| Award Type | Grant Date | Target (#) | Max (#) | Grant Date Fair Value ($) | Performance/Vesting |
|---|---|---|---|---|---|
| PSUs | 9/17/2024 | 29,136 | 58,272 | $4,798,408 | 3-year EP growth; 0–200% payout |
| RSUs (Off-cycle inducement) | 7/22/2024 | — | — | $2,399,994 | 18,041 RSUs; time-based; under 2005 Plan |
| RSUs (Annual) | 9/17/2024 | — | — | $799,899 | 4,857 RSUs; time-based; under 2005 Plan |
Program context:
- PSU metric is EP growth; PSU cycles pay after three years subject to certification by MDCC . For the FY23–FY25 PSU cycle, the MDCC approved a 133% payout on Aug 11, 2025 (company-wide) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (8/31/2025) | 4,297 shares; “Percent of Class” below 1% |
| Right to Acquire within 60 Days (from 8/31/2025) | 1,253 shares (from vesting/exercisable awards) |
| Unvested RSUs (as of FY25 year-end) | 18,627 units ($2,236,544) and 4,977 units ($597,588) |
| Outstanding PSUs (target) | 22,391 units ($2,688,487) and 7,466 units ($896,443) |
| Stock Ownership Guideline | 3x base salary for NEOs |
| Compliance Status (as of 9/10/2025) | Not yet met (new hire in FY25) |
| Post-vest Share Retention | Must retain 75% of net shares until guideline met |
| Hedging/Pledging | Prohibited for directors and officers; also barred from margin accounts |
Notes: Long-term awards granted under the 2005 Stock Incentive Plan; annual grants typically each September .
Employment Terms
Change-in-control (CIC) plan and severance framework:
- CIC severance: Generally 2x (CEO 3x) the sum of base salary + average AIP for prior 3 years; healthcare up to 2 years (CEO 3), continued financial planning for year of termination, vesting of outstanding pre-CIC stock awards, and prorated average AIP; excise tax “cutback” applies if beneficial .
- Definitions: “Cause” and “Good Reason” as specified; adverse CIC plan changes require 12 months’ notice; restrictive covenants include confidentiality, non-disparagement, and non-solicitation/non-diversion for two years post-employment .
Estimated potential payments/value for Ms. Barton (as of FY25 year-end assumptions):
| Scenario | Cash Payment | Stock Options | RSUs | PSUs | Health & Welfare | Financial Planning | Total Estimated Value |
|---|---|---|---|---|---|---|---|
| Involuntary Termination Without Cause | $1,872,500 | — | — | — | $43,525 | — | $1,916,025 |
| Involuntary Termination After CIC | $3,290,000 | — | $2,834,132 | $3,584,930 | $43,525 | $18,970 | $9,212,151 |
| Resignation/Retirement | — | — | — | — | — | — | — |
| Disability or Death | — | — | $2,834,132 | $3,584,930 | — | — | $6,419,062 |
Additional terms:
- AIP retirement eligibility: Ms. Barton is not eligible for retirement under AIP; full AIP if active as of June 30 (assumption for table setting) .
- Options: Ms. Barton holds no stock options .
- Sign-on cash clawback: repay if voluntary resignation/termination for cause within two years of hire .
Compensation Structure Analysis
- Equity-heavy first-year package with $6M one-time make-whole/inducement award (60% PSUs/40% RSUs) plus annual LTI indicates strong retention emphasis amid lateral hire; LTIs concentrate on EP growth vs. relative TSR, aligning to CLX’s internal value creation framework .
- AIP simplified to company-only multiplier (no individual multiplier) increases linkage to enterprise results; FY25 Company Multiplier was 80% on mixed performance (sales below target, margins/earnings above target) .
- Hedging/pledging prohibitions and a 3x salary ownership guideline with 75% post-vest retention until compliance enhance alignment; Ms. Barton is not yet in compliance given new hire timing .
- CIC protection provides 2x multiple and full vesting of pre-CIC awards upon a qualifying termination after CIC, which is standard but can amplify equity value at exit; no gross-up (cutback structure) .
Investment Implications
- Alignment: Pay design ties near-term cash to company-wide sales, earnings, and gross margin and long-term equity to three-year EP growth; combined with strict anti-hedging/pledging and retention/ownership rules, this is generally shareholder-aligned .
- Vesting/supply overhang: Substantial unvested awards (RSUs of 18,627 and 4,977; PSUs at target of 22,391 and 7,466) create scheduled future releases that can contribute to selling pressure when units settle (subject to retention/ownership rules) .
- Retention risk: Significant one-time make-whole and CIC protections reduce near-term flight risk; sign-on cash clawback runs two years from 7/22/2024 hire date, further discouraging early departure .
- Performance lens: In Ms. Barton’s first overlapping year, CLX delivered margin and EP improvement with flat sales; company TSR remained pressured on a multi-year basis. AIP paid at 80%, signaling balanced accountability amidst transformation and portfolio shifts .
- Downside/exit economics: After-CIC termination could unlock ~$9.2M in cash/benefits/equity value based on FY25 year-end assumptions; while typical for large-cap CPG, investors should factor potential dilution/expense in strategic scenarios .