Stephen Bratspies
CLOROX CO /DE/About Stephen B. Bratspies
Independent director of The Clorox Company since Nov. 20, 2024; currently CEO and director of HanesBrands Inc. (appointed Aug. 3, 2020). Bratspies brings extensive merchandising, operations, and marketing expertise from senior roles at Walmart, plus consumer-packaged-goods experience at PepsiCo and Specialty Brands. Age 57 at the time of his CLX election; serves on CLX’s Audit Committee and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walmart Inc. | Chief Merchandising Officer | Oct 2015–Feb 2020 | Led transformation initiatives; managed large-scale merchandising operations |
| Walmart Inc. | EVP, Food | 2014–2015 | Senior leadership across food categories |
| Walmart Inc. | EVP, General Merchandise | 2013–2014 | Oversight of general merchandise strategies |
| Specialty Brands | Chief Marketing Officer | 2003–2005 | Brand and marketing leadership in frozen foods |
| PepsiCo (Frito-Lay NA) | Various executive positions | 1996–2003 | CPG operations and marketing experience |
External Roles
| Organization | Role | Start | Committees |
|---|---|---|---|
| HanesBrands Inc. | Chief Executive Officer & Director | Aug 3, 2020–present | Board member; executive leadership |
| The Clorox Company | Director | Nov 20, 2024–present | Audit Committee member; Audit Committee financial expert |
Board Governance
- Independence: CLX board determined Stephen Bratspies is independent (10 of 11 nominees independent; CEO is the only non-independent) .
- Committee assignments: Audit Committee member (met 9 times in FY25); designated audit committee financial expert .
- Attendance and engagement: CLX Board held 9 meetings in FY25; all incumbent directors attended at least 75% of board/committee meetings. Bratspies also participated in CLX’s global director town hall with employees in FY25, signaling active engagement .
- Lead independent director context: CLX has a strong LID structure; independent executive sessions occur at each regular meeting .
- Shareholder engagement program: CLX targets engagement with holders of at least one-third of shares annually, involving directors including the LID and NGCRC chair .
Fixed Compensation
| Component | Policy/Amount | FY25 Actual (Bratspies) |
|---|---|---|
| Annual cash retainer | $105,000 (pro-rated if partial year) | $64,484 (fees earned/paid in cash) |
| Committee chair retainers | Audit $25,000; MDCC $20,000; NGCRC $15,000 (pro-rated) | N/A (member, not chair) |
| Lead Independent Director retainer | $100,000 (if applicable) | N/A |
| Special assignment fees | $2,500/day; none paid in FY25 | $0 |
| FY26 changes (effective Oct 2025) | Director retainer to $110,000; DSU grant to $170,000; NGCRC chair to $20,000; MDCC chair to $25,000 | N/A (forward-looking) |
| FY25 Director Compensation (Bratspies) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 64,484 |
| Stock Awards (DSUs grant-date fair value) | 82,500 |
| Total | 146,984 |
Notes:
- Stock awards represent DSUs earned for full fiscal quarters served, granted at year-end; as of June 30, 2025, Bratspies had no DSUs reflected in his deferral account due to timing and election status .
- Directors may elect cash paid as cash, common stock, deferred cash (prime rate), or DSUs; DSUs accrue dividend equivalents and settle only in stock upon board exit .
Performance Compensation
Directors at CLX receive equity via DSUs but do not have performance-based director awards; company pay-for-performance applies to executives. For governance context (pay-for-performance discipline), CLX uses the following metrics:
| Annual Incentive Plan (FY25) | Weight | Threshold (0%) | Target (100%) | Maximum (200%) | Actual Result | Company Multiplier |
|---|---|---|---|---|---|---|
| Net Customer Sales ($mm) | 50% | 6,721 | 7,075 | 7,252 | 6,870 | 47% |
| Net Earnings Attributable to Clorox ($mm) | 30% | 571 | 635 | 711 | 650 | 103% |
| Gross Margin (%) | 20% | 42.0% | 44.0% | 46.0% | 44.7% | 126% |
| Company Multiplier | — | — | — | — | — | 80% |
| Long-Term Incentive PSUs (2013–2025 framework) | FY23 EP Absolute ($mm) | FY24 EP Growth | FY25 EP Growth | 3-Year PSU Payout |
|---|---|---|---|---|
| EP-based PSU program (Sep 2022 grant; FY23–FY25) | 419 | 59% | -10% | 133% of target |
- CLX say-on-pay approval: 93% in 2024, indicating strong shareholder support for the executive pay design .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Exposure |
|---|---|---|
| HanesBrands Inc. | CEO & Director | No related-party transactions with CLX disclosed; CLX’s Audit Committee reviews “Interested Transactions,” and the company states no Related Persons had direct/indirect material interests in ordinary-course transactions |
Expertise & Qualifications
- Executive leadership and public-company CEO experience (HanesBrands) .
- Deep retail/customer insight (Walmart chief merchandising officer; EVP roles) .
- CPG operations and marketing (PepsiCo/Frito-Lay; Specialty Brands CMO) .
- Financial oversight: CLX Audit Committee member and designated audit committee financial expert .
Equity Ownership
| Ownership Detail (as of Aug 31, 2025) | Bratspies |
|---|---|
| Beneficial ownership (shares) | — (0%) |
| % of shares outstanding | 0% (outstanding shares 121,683,474) |
| DSUs accumulated in deferral account (as of Jun 30, 2025) | 0 (timing/elections) |
| Director stock ownership guideline | 5× annual cash retainer within 5 years |
| Compliance status (as of Aug 31, 2025) | Directors in compliance or on track; majority hold well above guideline; new directors on track |
| Hedging/pledging policy | Hedging prohibited; Section 16 insiders prohibited from pledging/margin accounts |
Governance Assessment
- Board effectiveness: Independent director with relevant retail/CPG and operational expertise; Audit Committee membership strengthens financial oversight; designated as financial expert .
- Independence & conflicts: Independent under NYSE/CLX guidelines; CLX discloses no related-party transactions involving Related Persons; Audit Committee policy governs any interested transactions .
- Engagement & attendance: Board met 9 times in FY25 with minimum attendance thresholds met; Bratspies participated in CLX’s global town hall with employees, signaling engagement beyond meetings .
- Compensation alignment: Director pay is standard (cash retainer + DSUs) with DSUs enhancing shareholder alignment; FY25 compensation pro-rated due to mid-year onboarding; FY26 increases modest and consistent with peer benchmarking .
- Potential red flags: Dual role as CEO of HanesBrands implies time-commitment considerations; however, no CLX-related party transactions disclosed and robust independence/committee structures mitigate conflict risk . DSU accumulation was zero as of Jun 30, 2025 due to timing/elections, but guideline allows 5 years to reach ownership levels .
Net assessment: Bratspies adds customer/retail and CPG operating depth valuable to CLX’s IGNITE strategy oversight, with sound independence and committee placement. No material conflict signals disclosed; monitoring time commitments and any future related-party transactions remains prudent.