Greg Cook
Executive Vice President and President, Institutional Group at ECL
Executive
About Greg Cook
Gregory B. Cook is Executive Vice President and President—Institutional Group at Ecolab (NEO in 2024). He has 27.00 years of credited service under Ecolab’s U.S. pension programs, indicating long company tenure; the proxy does not disclose his age or education . In 2024, Ecolab delivered 4% organic sales growth, 290 bps organic operating income margin expansion, 28% adjusted diluted EPS growth, and record free cash flow; adjusted EPS was $6.65, with cumulative TSR since 2021 improving alongside higher net income, providing favorable pay-for-performance context . Within his remit, the Global Institutional Group outperformed internal goals, with sales and operating income performances achieved at 179% and 191%, respectively, driving a 185% business unit payout under the annual bonus .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ecolab | EVP & President—Institutional Group (NEO) | 27.00 years credited service at company (U.S. pension) | Led the Institutional Group to materially above-target sales and operating income performance in 2024 (179%/191% attainment), supporting a 185% BU payout under MIP |
No additional prior roles for Mr. Cook were disclosed in the 2025 proxy.
External Roles
No external directorships or outside roles for Mr. Cook were disclosed in the 2025 proxy.
Fixed Compensation
| Item | 2024 |
|---|---|
| Annualized base salary rate | $572,000 |
| MIP target (% of base salary) | 85% |
| MIP target ($) | $481,166 |
| Actual salary paid (SCT) | $570,477 |
Performance Compensation
2024 Annual Cash Incentive (MIP) – structure, targets, results
| Component | Weight | Target(s) | 2024 actual/attainment | Payout factor |
|---|---|---|---|---|
| Adjusted EPS | 30% | Min $5.37; Target $5.82; 140% $6.12; Max ≥$6.50 | Adjusted EPS $6.65 | 200% |
| Institutional Group: Sales growth | 35% of BU (half of 70%) | YoY growth | 179% attainment | 185% BU aggregate |
| Institutional Group: Operating income growth | 35% of BU (half of 70%) | YoY growth | 191% attainment | 185% BU aggregate |
| Growth & Impact modifier (water intensity, inclusion) | Up to ±10% (subject to 200% cap) | Company goals | Achieved 10% but capped by 200% overall | <10% applied due to cap |
| MIP payout calculation (2024) | Amount |
|---|---|
| Weighted MIP target – EPS 30% | $144,350 |
| Weighted MIP target – BU 70% | $336,816 |
| Growth & Impact modifier | $50,279 (applied but capped under 200%) |
| Actual MIP payout | $962,332 |
Long-term Incentives
| Grant (Dec 4, 2024) | Target LTI value ($) | PBRSUs (target #) | Stock options (#) | Key performance/vesting terms |
|---|---|---|---|---|
| 2024 LTI (PBRSUs + options) | 1,450,000 | 3,474 | 8,272 | PBRSUs: 3-year average organic ROIC with relative TSR modifier; 0–200% payout, modifier ±10% vs S&P 500 TSR; options vest 1/3 per year, 10-year term |
| PBRSU cycle | Performance metric | Actual payout |
|---|---|---|
| 2022–2024 (vested 12/31/2024) | Adjusted ROIC (with max 100% cap for this cycle) | 100% of target |
Realized equity in 2024 (supply/pressure signals)
| Item | 2024 |
|---|---|
| Options exercised (shares) | 5,311 |
| Value realized on exercise | $658,759 |
| Shares acquired on vesting | 1,715 |
| Value realized on vesting | $399,516 |
Equity Ownership & Alignment
Beneficial ownership and guidelines
| Measure | Value |
|---|---|
| Total beneficial ownership (3/11/2025) | 63,086 shares; includes 47,604 options exercisable within 60 days and 6,347 shares in Savings Plan; <1% of shares outstanding |
| Shares counted toward ownership guidelines | 14,374 shares (excludes unexercised options/unvested RSUs/PBRSUs) |
| Ownership guideline | 3x base salary (officers); retention: 50% of net shares until met |
| Compliance status | 5.9x salary (exceeds guideline) |
| Hedging/pledging | Prohibited (no short sales, margin, pledging, or derivatives outside company plans) |
Outstanding equity awards at 12/31/2024
| Instrument | Quantity | Exercise price | Expiration/vesting | Notes |
|---|---|---|---|---|
| Stock options (exercisable) | 2,234 | $117.730 | 12/07/2026 | Standard terms |
| Stock options (exercisable) | 3,800 | $137.087 | 12/06/2027 | — |
| Stock options (exercisable) | 2,714 | $158.515 | 12/04/2028 | — |
| Stock options (exercisable) | 2,723 | $184.390 | 12/03/2029 | — |
| Stock options (exercisable) | 3,384 | $221.410 | 12/03/2030 | — |
| Stock options (exercisable) | 7,029 | $223.780 | 12/01/2031 | — |
| Stock options (exercisable/unexercisable) | 9,410 / 4,705 | $148.495 | 12/07/2032 | 1/3 vesting per year |
| Stock options (exercisable/unexercisable) | 3,868 / 7,737 | $191.030 | 12/06/2033 | 1/3 vesting per year |
| Stock options (unexercisable) | 8,272 | $247.495 | 12/04/2034 | 1/3 vesting per year |
| Unvested RSUs | 8,396 | — | — | Market value $1,967,351 |
| Unearned PBRSUs (2023–2025) | 3,388 | — | 12/31/2025 | Payout value $793,876 at 100% |
| Unearned PBRSUs (2024–2026) | 9,052 | — | 12/31/2026 | Payout value $2,121,065 at 100% |
| Unearned PBRSUs (2025–2027) | 3,474 | — | 12/31/2027 | Payout value $814,028 at 100% |
Vesting mechanics:
- Options vest ratably over three years; 10-year term .
- PBRSUs cliff-vest after three-year performance periods (2023–2025, 2024–2026, 2025–2027) with payout subject to organic ROIC goals and relative TSR modifier; values shown reflect 100% target as of 12/31/2024 .
- RSU grant dated May 4, 2022 vests 100% on the fourth anniversary (May 4, 2026) .
Employment Terms
Change-in-control and severance economics
- Policy: Double-trigger only; benefits if terminated without cause or resign for good reason within 2 years post-CIC; no 280G gross-up; “best net” cutback applies; equity awards accelerate to target if not assumed or upon qualifying termination post-CIC .
- Pro-rata PBRSU vesting on involuntary termination without cause (service-based vesting accelerated pro-rata, payout subject to performance) .
| Potential payments on qualifying CIC termination (as of 12/31/2024) | Amount |
|---|---|
| Cash lump sum (2x base + target bonus + pro‑rata target bonus) | $2,116,400 |
| Outplacement services (up to 20% of base) | $114,400 |
| Health insurance premium subsidy (18 months) | $41,170 |
| Accelerated stock options (value) | $738,741 |
| Accelerated PBRSUs/RSUs (value at $234.32) | $4,635,787 |
| Total potential value | $7,646,498 |
Retirement/voluntary resignation special provisions (eligible as of 12/31/2024):
| Item | Value |
|---|---|
| Earned annual cash incentive (2024) | $962,332 |
| Accelerated stock options (# / $) | 12,442 / $738,741 |
| Accelerated PBRSUs (# / $) | 7,914 / $1,854,408 |
| Retiree life insurance | Not disclosed for Mr. Cook (—) |
Clawbacks and trading restrictions:
- Clawback: Misconduct-based recovery of cash/equity incentives; SEC Rule 10D‑1 compliant policy for restatements (3-year lookback) .
- Hedging/pledging: Prohibited; no margin or pledging; no derivatives outside company plans .
Perquisites (2024 examples):
- Spousal travel $2,715 and related tax gross-up $2,610 for Mr. Cook; broader perquisite categories detailed in proxy .
Performance & Track Record Context (Company-level)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Adjusted diluted EPS ($) | 4.49 | 5.21 | 6.65 |
| Net income ($mm) | 1,091.7 | 1,372.3 | 2,112.4 |
| TSR index (fixed $100 basis) | 77.87 | 107.41 | 128.13 |
| Organic sales growth (%) | — | — | 4% |
| Organic OI margin expansion (bps) | — | — | 290 bps |
For 2024, the Institutional & Specialty segment (which includes the Institutional Group) delivered “upper single-digit” organic sales growth, consistent with the strong business unit performance reflected in Mr. Cook’s MIP outcomes .
Director/Related Party Governance Indicators
- Related person transactions: The Governance Committee reported no such transactions since the beginning of 2004 .
- Say-on-pay: Proposal and program description provided; specific approval % not disclosed in the excerpted sections .
Investment Implications
- Pay-for-performance alignment: 70% of Mr. Cook’s MIP is tied to his business unit’s sales and operating income growth; 30% ties to company adjusted EPS. His 2024 payout reflected superior BU performance (185%) and company EPS above max (200%), consistent with Corporate record results and rising adjusted EPS/TSR .
- Retention and selling pressure: He exceeds stock ownership guidelines at 5.9x salary (strong alignment), with hedging/pledging prohibited (reduced misalignment risk). However, he is retirement-eligible with special vesting provisions, and holds meaningful unvested PBRSUs/RSUs and recently granted options; these factors can influence timing of exercises/stock sales as vesting and retirement options come into play .
- Change-in-control economics: Double-trigger policy (no gross-up) with 2x cash multiple plus equity acceleration to target under standard CIC conditions offers market-standard protection without shareholder-unfriendly features; this limits windfall risk and supports neutrality in strategic events .
- Execution risk: The Institutional Group’s 2024 overachievement (179%/191% sales/OI attainment) suggests strong operational execution in a “down market” backdrop cited in the proxy, but future MIP outcomes will remain sensitive to BU growth and margin delivery against set targets .