Stacey Grier

About Stacey Grier

Stacey Grier is Executive Vice President and Executive Chief of Staff at The Clorox Company; she has been an executive officer since 2019 and was previously EVP and Chief Growth & Strategy Officer (2022–2024) and SVP/Chief Marketing Officer (2019–2022) . She is 62 years old as of the 2025 proxy and has led major growth and digital programs, including the commercial pillar of Elevate, driving strong ROI and accelerated innovation, with the FY2023 annual incentive funded at a 179% company multiplier and her payout at $1,087,425 . Clorox’s long-term incentives are tied to economic profit (EP) growth; PSUs covering FY2021–FY2023 paid 86% in 2023, and PSUs covering FY2023–FY2025 paid 133% in 2025, reflecting mixed but improving EP performance; company TSR is disclosed under pay-versus-performance, and FY2025 net sales were $7.1 billion .

Past Roles

External Roles

Fixed Compensation

Notes:

• FY2023 payout used a 179% Company Multiplier and 100% Individual Multiplier under the AIP in effect that year .
• She was a named executive officer (NEO) in FY2023; she was not listed among NEOs in FY2024–FY2025 .

Performance Compensation

Annual Incentive Plan (AIP) – FY2023

Long-Term Incentives (Equity) – Design and Outcomes

• Mix and metrics (FY2023 grants): 60% PSUs, 20% options, 20% RSUs; PSUs measured on EP over three years (internal EP definition) .
• PSU outcomes:
  • FY2021–FY2023 cycle paid 86% (certified August 2023) .
  • FY2023–FY2025 cycle paid 133% (certified July/Aug 2025) based on EP growth (two strong years, one below threshold) .
• Vesting:
  • RSUs: 25% annually over four years, beginning one year after grant .
  • Options: Four equal annual installments; strike = grant closing price; standard 10-year terms .
  • PSUs: Three-year performance; payout 0–200% of target; executive deferral permitted (2–5 annual installments) .

FY2023 Grants to Stacey Grier (awarded Sept 21, 2022)

Equity Ownership & Alignment

• Outstanding equity (as of FY2023 year-end):
  • Unvested PSUs: 6,794 (FY2021 cycle), 2,930 (FY2022 cycle), 1,458 (older cycle), plus 1,410; aggregate unearned shares shown with market values in the proxy table .
  • RSUs unvested: 2,264; plus earlier RSU tranches of 732, 283, 353 with stated market values .
  • Options: Multiple grants (2019–2022) with strikes $135.57, $151.85, $154.88, $155.54, $212.38, $163.77, $127.62, $141.30; portions exercisable and unexercisable listed .
• Ownership guidelines: NEOs must hold stock equal to 3x base salary; executives must retain 75% of net shares until meeting guideline; hedging and pledging are prohibited (Section 16 insiders cannot pledge or hold in margin accounts) .
• Deferred PSU/RSU distribution options enable share settlement deferral, supporting retention and alignment .

Employment Terms

• Severance Plan (NEOs): If terminated without cause, cash severance equals 2× base salary; AIP payout generally at 75% of target (prorated), with CEO variations; welfare benefit cash equivalent for 24 months; two-year non-solicitation; benefits contingent on release .
• Change-in-Control (CIC) Plan: Double trigger; if terminated without cause or resign for good reason within two years post-CIC (or up to one year pre-CIC in limited cases), severance equals 2× base salary + 2× target AIP (CEO higher); welfare benefits cash equivalent; equity vests per plan rules (options/RSUs accelerate; PSUs vest based on performance to CIC or target assumptions as applicable) .
• Retirement treatment: If age ≥55 with ≥10 years of service (or ≥20 years service) or age ≥65, RSUs/options held >6 months continue vesting; PSUs (FY2024+ awards held >6 months) continue on schedule, paid by actual performance; AIP pro-rata .

Investment Implications

• Pay-for-performance alignment: AIP tied to sales, earnings, and margin and PSUs to EP growth creates clear linkage between value creation and realized pay; recent PSU payouts at 133% indicate EP recovery tailwinds, but variability (one year below threshold) underscores execution sensitivity .
• Retention and selling pressure: Four-year RSU vesting cadence and multi-cycle PSUs plus 75% post-tax share retention until guideline mitigate near-term selling; prohibitions on hedging/pledging reduce misalignment risk .
• Severance/CIC economics: Double-trigger CIC and standardized severance minimize entrenchment risk while preserving continuity; non-solicit protects human capital; no tax gross-ups disclosed and clawback coverage (restatement and detrimental conduct) strengthens governance .
• Execution track record: Leadership over Elevate and growth agenda delivered strong AIP outcomes in FY2023; continued focus on EP and margin supports future PSU realization but category growth and competition are watch items per FY2025 commentary .

Appendix: Supporting Data

FY2025 Company AIP Metrics (context for program design)

FY2025 PSU Outcome (Company-level)

FY2023 Summary Compensation (Grier)

FY2023 Perquisites (Grier)

Governance and Policies (applied to executives)

• Stock ownership guidelines: CEO 6x salary; NEOs 3x; others 2x; retention 75% of net shares until guideline met; then 25% retention for one year post-receipt (non-CEO) .
• Insider trading: Prohibitions on hedging, derivatives, short sales; Section 16 insiders prohibited from pledging/margin accounts; preclearance required outside 10b5-1 plans .
• Clawback: Restatement policy (no-fault recoupment for Section 16 officers, 3-year lookback) and detrimental conduct policy (recoup up to 3 years for materially detrimental conduct) updated Oct 2, 2023 .
• Say-on-pay: 93% approval at 2024 annual meeting .
• Peer benchmarking: Targets near median of peer group; Clorox at 48th percentile market cap and 23rd percentile revenue vs peer set in May 2025 review .

Notes on Data Availability

• Individual ownership totals and Form 4 trading for Ms. Grier were not disclosed in the cited documents; hedging/pledging are prohibited by policy .
• FY2024–FY2025 NEO tables do not include Ms. Grier; FY2023 is the latest year with her detailed compensation disclosure .

Investment Implications

• Compensation alignment: High share of at-risk pay tied to EP growth and margin/earnings improves alignment; RSU/PSU deferral options and retention rules dampen short-term selling pressure, supporting longer-term alignment .
• Retention risk: Standard severance and CIC terms with double-trigger, plus non-solicit and robust clawbacks, lower risk of misaligned exits; lack of hedging/pledging reduces governance red flags .
• Execution signals: FY2023 AIP overachievement and FY2025 PSU 133% payout indicate successful margin and EP execution; however, FY2025 AIP at 80% reflects sales softness and competitive pressure, suggesting balanced near-term expectations .