Pierre Breber
CLOROX CO /DE/About Pierre Breber
Pierre R. Breber is an independent director at The Clorox Company, elected in November 2024. He is the former Chief Financial Officer of Chevron Corporation (2019–Feb 2024) and brings deep finance, accounting, and transformation experience; he holds B.S. and M.S. degrees in mechanical engineering from UC Berkeley and an MBA from Cornell. He currently serves as Audit Committee Chair at Clorox and has been determined independent under NYSE and company guidelines; the Board describes him as an audit committee financial expert. Age: 59; Tenure on CLX Board: since 2024; Committees: Audit (Chair), NGCRC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chevron Corporation | Vice President & CFO | Apr 2019–Feb 2024 | Led audit, controllership, IR, procurement, tax, treasury globally; executed “higher returns, lower carbon” strategy |
| Chevron Corporation | EVP, Downstream & Chemicals | Jan 2016–Apr 2019 | Oversaw refining/marketing/chemicals businesses |
| Chevron Corporation | EVP, Gas & Midstream | 2015–2016 | Led trading, LNG marketing, pipelines, shipping |
| Chevron Corporation | Managing Director, Asia South Upstream | 2012–2013 | Upstream operations leadership in Asia South |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southwest Airlines Co. | Director | Nov 2024–present | Former VP & CFO of Chevron; deep financial experience; company bio notes turnaround and energy transition expertise |
| PACCAR Inc. | Director | Jul 2024–present | PACCAR bio confirms age 59; prior Chevron senior roles |
| Air Liquide S.A. | Director (former) | May–Nov 2021 | Prior public company directorship |
Board Governance
- Independence: The Board determined Breber is independent under NYSE standards and company guidelines; 10 of 11 director nominees are independent .
- Committee assignments:
- Audit Committee: Chair (appointed May 2025); committee met 9 times in FY25; identified as an audit committee financial expert by the Board .
- NGCRC: Member in FY25; committee met 6 times .
- Attendance: The Board held nine meetings in FY25 and all incumbent directors attended at least 75% of the Board and committee meetings on which they served .
- Lead independent director framework: Strong LID role with robust responsibilities; three independent committee chairs including Breber appointed in FY25 to enhance oversight .
Fixed Compensation
| Component | FY25 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Breber) | $67,300 | Pro-rated annual director retainer and chair/member retainers, given election Nov 20, 2024 and Audit Chair appointment May 2025 . |
| Stock Awards (DSUs) (Breber) | $82,500 | Grant-date fair value of annual DSUs earned for service in FY25 . |
| Total (Breber) | $149,800 | Sum of cash + DSUs . |
| Annual Director Cash Retainer | $105,000 | FY25 levels; pro-rated for partial-year service . |
| Chair Retainers (FY25) | Audit: $25,000; MDCC: $20,000; NGCRC: $15,000 | Applied/pro-rated based on service periods . |
| FY26 Changes (effective Oct 2025) | Director retainer: $110,000; DSU grant: $170,000; NGCRC chair: $20,000; MDCC chair: $25,000 | No change to Audit chair retainer disclosed; aligns to peer median . |
Payment elections allow cash to be received as stock, deferred cash, or DSUs; DSUs settle only upon termination, enhancing alignment .
Performance Compensation
Directors at Clorox do not receive performance-based incentives (no annual bonus or PSUs/options linked to director service); compensation is cash retainers and annual DSUs intended to align director/shareholder interests .
Other Directorships & Interlocks
| Company | Overlap/Interlock Risk to CLX | Assessment |
|---|---|---|
| Southwest Airlines (LUV) | CLX is a CPG; limited direct business overlap with airline operations; no related-person transactions disclosed involving Breber | |
| PACCAR (PCAR) | PACCAR manufactures trucks; minimal direct CLX transactional exposure noted; no related-person transactions disclosed involving Breber | |
| Air Liquide (former) | No current overlap; former role only |
Expertise & Qualifications
- Audit committee financial expert with CFO experience at a large-cap public company .
- Strategic transformation/M&A experience and global operational leadership across complex energy value chains .
- Education: BS/MS Mechanical Engineering (UC Berkeley); MBA (Cornell University) .
Equity Ownership
| Ownership Element | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 9,000 | As of Aug 31, 2025; less than 1% of shares outstanding . |
| DSUs (deferred stock units) | 765 | Non-management director DSUs that settle in common stock upon termination of service . |
| Hedging/Pledging | Prohibited | Directors/officers prohibited from hedging or pledging Clorox stock under insider trading policy . |
| Ownership guideline | 5x annual cash retainer | Directors must meet within five years; as of Aug 31, 2025, all were compliant or on track; majority far in excess . |
Governance Assessment
- Strengths: Independence affirmed; Audit Chair role with financial expert designation; robust risk oversight including quarterly cybersecurity updates to Audit Committee; strong stock ownership requirements; prohibition on hedging/pledging .
- Engagement: Board hosted global town hall; Breber participated alongside LID and new directors, signaling active engagement with employees .
- Compensation alignment: Director pay is largely equity via DSUs, deferring ownership until end of service; FY26 increases are modest and peer-aligned .
- Related-party/conflict oversight: Formal interested transaction review by Audit Committee; Company reports no direct or indirect material interests by Related Persons in ordinary-course transactions .
RED FLAGS: None disclosed. No attendance concerns (≥75%); no related-party transactions involving Breber; no hedging/pledging; no director options or repricing .
Shareholder signals: Say-on-pay (executive) approved at ~93% in 2024, indicating general support for compensation governance; MDCC uses independent consultant FW Cook and targets peer medians .
Implications for investors: Breber’s appointment as Audit Chair adds CFO-level rigor to financial reporting and risk oversight (including cyber and sustainability risks). His external board roles broaden perspective but present low conflict risk given CLX’s CPG focus and absence of related-party concerns; DSU-heavy director pay and ownership rules reinforce alignment .