Russell Weiner
CLOROX CO /DE/About Russell J. Weiner
Independent director at The Clorox Company since 2017; age 55 as of the 2023 proxy. Currently chairs the Management Development and Compensation Committee (MDCC) since May 2025, bringing CEO-level operating expertise from Domino’s Pizza alongside deep brand-building, marketing, and digital innovation credentials in CPG and retail. Determined independent under NYSE standards; Board structure features independent committee chairs and frequent executive sessions of independent directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Domino’s Pizza, Inc. | Chief Executive Officer | May 2022–present | CEO leadership, operations and strategy |
| Domino’s Pizza, Inc. | President of Domino’s U.S. | Jul 2020–Apr 2022 | U.S. business leadership |
| Domino’s Pizza, Inc. | Chief Operating Officer | Jul 2018–Apr 2022 | Global operations |
| Domino’s Pizza, Inc. | President, Americas | Jul 2018–Jun 2020 | Regional growth and operations |
| Domino’s Pizza, Inc. | President, Domino’s USA | Sep 2014–Jun 2018 | U.S. market leadership |
| Domino’s Pizza, Inc. | EVP, Chief Marketing Officer | Prior to 2014 | Brand and demand generation |
| PepsiCo, Inc. (Pepsi-Cola North America) | VP of Marketing, Colas; various brand roles | Not disclosed | Consumer marketing and brand management |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Domino’s Pizza, Inc. | Director | Apr 2022–present | Public company board service |
Board Governance
- Independence and attendance: Independent under NYSE standards; Board held nine meetings in FY25 and all incumbent directors attended at least 75% of Board and committee meetings; independent directors generally meet in executive session at each regularly scheduled Board meeting.
- Committee assignments: MDCC Chair (appointed May 2025); MDCC met five times in FY25 and oversees executive pay, succession beyond CEO, human capital, risk in pay programs, and clawback policy administration. FY25 MDCC members: Russell J. Weiner (Chair), Spencer C. Fleischer, Esther Lee, A.D. David Mackay, Christopher J. Williams.
- Committee cadence and refresh: Audit Committee met nine times (new chair Pierre R. Breber); NGCRC met six times with sustainability and governance oversight. Independent committee leadership refreshed in FY25.
- Consultant independence: MDCC uses FW Cook and determined the consultant is independent with no conflicts.
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual director cash retainer ($) | $104,500 | $105,000 |
| MDCC chair retainer ($) | Not applicable (Weiner not chair) | $20,000 |
| Fees earned or paid in cash ($) | $104,500 | $107,253 |
| Stock awards (DSUs) ($) | $163,000 | $165,000 |
| Total director compensation ($) | $267,500 | $272,253 |
- Program design: Non-employee director pay = cash retainers + annual DSU grants; majority delivered in DSUs, which settle only after board service ends. Directors may elect deferral of cash into DSUs or deferred cash; DSUs accrue dividend equivalents and are paid in common stock post-service.
- FY26 changes approved Sep/Oct 2025: Annual cash retainer increased to $110,000; annual DSU grant to $170,000; MDCC chair retainer to $25,000.
Performance Compensation
As MDCC Chair, Weiner oversees performance-linked executive pay; director pay itself is not performance-based.
| Executive Incentive Metric (Company-wide) | FY2025 Result | Program Details |
|---|---|---|
| Short-term incentive company multiplier (%) | 80% | Driven by below-target net customer sales, strong gross margin, solid net earnings; excludes ERP transition shipment effects |
| PSU payout (%) | 133% | Three-year EP growth metric (FY23–FY25): two years above max, one below threshold |
| PSU payout (vested in 2024) (%) | 133% | Three-year EP growth (FY22–FY24) included one year below threshold, two above max |
| Clawback policy oversight | Yes | MDCC administers & interprets recoupment policies |
Other Directorships & Interlocks
- Current public boards: Domino’s Pizza, Inc. (Director since April 2022).
- Compensation committee interlocks: None—no Clorox executive officer served on the board or compensation committee of any entity with executives who served on Clorox’s Board or MDCC in FY25.
Expertise & Qualifications
- Executive leadership in food/CPG; brand-building and marketing; operations; consumer insights; digital innovation—relevant to Clorox’s IGNITE strategy and transformation.
- Board and committee leadership experience; independent status and alignment through DSUs and ownership guidelines.
Equity Ownership
| Ownership Item | Value | Notes |
|---|---|---|
| Beneficial common shares owned (as of Aug 31, 2025) | 0 | Directors’ DSUs excluded from this table while serving |
| DSUs accumulated (as of Jun 30, 2025) | 14,944 units | Aggregated across service years; includes elective deferrals and dividend equivalents |
| DSUs to be acquired upon termination | 15,354 units | DSUs deliver common stock post-service |
| Shares outstanding (Aug 31, 2025) | 121,683,474 | Reference for % calculations |
| Beneficial ownership as % of outstanding | 0.00% | DSUs excluded while serving |
| Potential DSUs as % of outstanding | ~0.0126% (15,354 ÷ 121,683,474) | Illustrative alignment via DSUs; not counted as beneficial ownership while serving |
| Ownership guideline compliance | In compliance/on track (5x cash retainer within 5 years) | Directors must hold DSUs until service ends; most exceed guideline |
| Hedging/pledging | Hedging prohibited; Section 16 insiders prohibited from pledging under insider trading policy | No pledging by Weiner indicated in proxy |
Governance Assessment
- Strengths: Independent director since 2017 with CEO operating experience; MDCC chair since May 2025 with robust committee cadence and clear oversight of pay-risk, succession below CEO, IDEA initiatives, and clawbacks; uses independent consultant (FW Cook); Board maintains executive sessions and strong independence profile (10 of 11 nominees independent). Alignment reinforced by mandatory DSU holding and 5x retainer ownership guideline.
- Engagement: Board met nine times in FY25; all incumbents ≥75% attendance; MDCC met five times; continued director education and orientation evidenced in proxy.
- Conflicts/related party exposure: Company maintains strict Interested Transaction review; proxy states no direct or indirect material interests by Related Persons in ordinary-course transactions; no MDCC interlocks; clawback provisions in place.
- Compensation structure signals: Director pay mix leans to equity via DSUs; FY26 increases modest (cash +$5k; DSU +$5k; MDCC chair +$5k) keeping pay near peer median; MDCC-administered executive incentives demonstrated pay-for-performance (80% STIP multiplier; 133% PSU payouts on EP growth).
- RED FLAGS
- No direct common stock beneficially owned while serving (standard under Clorox DSU design, which defers delivery until service ends); alignment is through DSUs and guideline compliance rather than current stock ownership.
- Significant external executive commitment (CEO of Domino’s) can pose time-commitment risk, though FY25 attendance thresholds were met.