Stephanie Plaines
CLOROX CO /DE/About Stephanie Plaines
Stephanie Plaines (age 56) has served as an independent director of The Clorox Company since 2022. She is an Audit Committee financial expert under SEC rules and is financially literate under NYSE rules, reflecting more than 30 years of finance leadership, including CFO roles at JCPenney, Jones Lang LaSalle, and Starbucks U.S. Retail . Her board service emphasizes financial oversight, risk management, and digital/consumer insights relevant to Clorox’s IGNITE strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JCPenney (Penney OpCo LLC) | Chief Financial Officer | Aug 2022–present | CFO of a national retailer; finance transformation and strategy oversight |
| Jones Lang LaSalle Inc. (JLL) | Chief Financial Officer | Mar 2019–Nov 2020 | Global real estate services; public company CFO experience |
| Starbucks Corporation | CFO, U.S. Retail Division | Apr 2017–Dec 2018 | Consumer growth, margin discipline in U.S. retail |
| Walmart / Sam’s Club | CFO, e-commerce | Not disclosed | Digital commerce P&L and financial scaling |
| Ahold / Stop & Shop | CFO, Stop & Shop; VP Finance (Ahold USA); VP Group Treasury (Ahold Delhaize) | Not disclosed | Grocery retail finance; treasury and performance planning |
| Catalina Marketing | Head of International Finance | Not disclosed | Data/analytics and consumer marketing finance |
| PepsiCo (Tropicana) | Global planning & analysis; corporate development | Not disclosed | CPG planning and transactions |
| UBS | Investment banking/M&A | Career start | Transaction execution and capital markets foundation |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Nielsen Holdings plc | Director | Apr 2021–Oct 2022 | Public company directorship (prior) |
| KKR Acquisition Holdings I Corp. | Director | Jan 2022–Dec 2022 | Public company SPAC directorship (prior) |
Board Governance
- Committee assignments: Audit Committee member; Nominating, Governance & Corporate Responsibility Committee (NGCRC) member .
- Committee leadership: Not a chair; Audit chaired by Pierre Breber; NGCRC chaired by Esther Lee .
- Audit Committee expertise: Designated Audit Committee financial expert and financially literate .
- Independence: Board determined she is independent (10 of 11 nominees independent) .
- Attendance: Board met 9 times in FY25; all incumbent directors attended at least 75% of Board and committee meetings .
- Risk oversight: Audit oversees financial reporting, internal controls, cybersecurity/IT, climate/sustainability-related risks; NGCRC oversees governance, sustainability, stakeholder engagement .
- Shareholder engagement and governance framework: Lead independent director structure; majority voting; proxy access; robust codes of conduct .
Fixed Compensation
| Component | FY2024 | FY2025 | Structure/Notes |
|---|---|---|---|
| Annual cash retainer ($) | $104,500 | $105,000 | Paid quarterly; election to take cash, stock, deferred cash, or DSUs |
| Equity (DSU grant) ($) | $163,000 | $165,000 | Annual DSUs; vests/payable only upon termination of service |
| Total ($) | $267,500 | $270,000 | Directors generally compensated near peer median |
- FY2026 changes (effective Oct 2025): Annual cash retainer increased to $110,000; annual DSU grant to $170,000; NGCRC chair retainer to $20,000; MDCC chair retainer to $25,000 .
Performance Compensation
- Non-employee director compensation is not performance-based; equity is delivered as DSUs with settlement only upon termination of service, aligning directors with long-term shareholder value without annual performance metrics .
| Feature | Details |
|---|---|
| Equity type | Deferred Stock Units (DSUs) settled in common stock upon board service termination |
| Performance metrics | None for director DSUs; no options/PSUs granted to directors |
| Dividend equivalents | Additional DSUs credited for dividend equivalents |
Other Directorships & Interlocks
- Current public company boards: None disclosed in FY2025 proxy for Plaines; prior public boards at Nielsen Holdings plc and KKR Acquisition Holdings I Corp. (dates above) .
- Related party transactions: Clorox’s Interested Transactions policy requires Audit Committee review; company states no Related Persons had a direct or indirect material interest in transactions in the ordinary course .
Expertise & Qualifications
- Financial/accounting expertise and CFO experience across large consumer, retail, and services companies; designated Audit Committee financial expert and financially literate .
- Digital/e-commerce and consumer insights expertise supporting Clorox’s IGNITE strategy and risk oversight responsibilities .
Equity Ownership
| Metric | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | — (none) | — (none) | Directors’ DSUs not counted in beneficial ownership while on the Board |
| DSUs in deferral account (count) | 3,291 | 5,146 | DSUs settle in stock upon termination; accrue dividend equivalents |
| Ownership guidelines | 5x annual cash retainer within 5 years | In compliance/on track as of Aug 31, 2025 | Rigorous alignment program |
| Hedging/pledging | Prohibited for directors; no margin/pledge; options trading/derivatives banned | — | Insider Trading Policy |
Governance Assessment
- Strengths: Independent director with deep CFO experience and designated Audit Committee financial expert; active participation on Audit and NGCRC with strong risk oversight mandates; attendance met policy thresholds; compensation delivered primarily via DSUs to align with long-term value; strict prohibitions on hedging/pledging and robust ownership guidelines .
- Compensation alignment: Simple, transparent director pay (cash retainer + DSUs) with no performance gaming risk; FY2026 pay adjustments modest and aligned to peer market .
- Conflicts/related parties: Company states no material related party interests; Audit Committee screens Interested Transactions above $120,000; no flagged transactions tied to Plaines .
- RED FLAGS: None evident in filings regarding attendance shortfalls, related party exposure, hedging/pledging, or unusual director pay practices; ongoing independence affirmed .