Jandeen Boone
Executive Vice President, General Counsel and Secretary at ECL
Executive
About Jandeen Boone
Ecolab’s Executive Vice President, General Counsel and Secretary since January 2025, Jandeen M. Boone (age 51) advanced from interim General Counsel and Chief Compliance Officer roles during 2024 after serving as Sector General Counsel across multiple businesses and Associate General Counsel since at least 2020 . Company performance context during her recent tenure progression: 2024 net sales were $15.741B (up 3% YoY), operating income $2.802B (up 41%), net income $2.112B (up 54%), and diluted EPS $7.37 (Adjusted EPS $6.65), while Ecolab’s cumulative TSR translated to a value of $128.13 on a fixed $100 investment vs $151.67 for the S&P 500 Materials peer group over the disclosed window .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ecolab Inc. | EVP, General Counsel & Secretary | Jan 2025 – Present | Corporate legal leadership and corporate secretary responsibilities (as titled) |
| Ecolab Inc. | EVP, General Counsel, Secretary & Interim Chief Compliance Officer | Jun 2024 – Jan 2025 | Oversight of legal/compliance functions (as titled) |
| Ecolab Inc. | SVP, Chief Compliance Officer & Interim General Counsel | May 2024 – Jun 2024 | Compliance leadership; interim GC (as titled) |
| Ecolab Inc. | Interim General Counsel & Assistant Secretary | Apr 2024 – May 2024 | Interim head of legal (as titled) |
| Ecolab Inc. | Sector General Counsel, Institutional & International Markets | Feb 2023 – Apr 2024 | Sector legal lead (as titled) |
| Ecolab Inc. | Sector General Counsel, Institutional & Specialty | Jan 2021 – Jan 2023 | Sector legal lead (as titled) |
| Ecolab Inc. | Associate General Counsel, Institutional | Jan 2020 – Dec 2021 | Business unit legal (as titled) |
External Roles
- Not disclosed in company filings reviewed; no public board roles or external directorships were identified for Boone. (Searched 2025 DEF 14A and 2024 10-K) .
Fixed Compensation
- Individual base salary, target bonus, and actual bonus for Boone are not disclosed (she is not a Named Executive Officer in 2024–2025 proxy tables). Programmatically, Ecolab’s Management Incentive Plan (MIP) sets targets as a % of base salary, with performance measures that may include adjusted EPS, enterprise goals, business unit operating income/sales, and individual impact, with payouts typically 0–200% and potential discretionary adjustment by the Compensation & HCM Committee .
Performance Compensation
Ecolab executive officers participate in annual incentives (MIP) and long‑term equity. Boone’s specific grants and outcomes are not individually disclosed; below summarizes applicable program design.
- Annual cash incentive (MIP) design for executive officers: performance measures can include adjusted EPS (enterprise), business unit operating income and sales, and individual impact; awards targeted as % of base salary; payout range 0–200%; Committee can apply discretion within program rules .
- Long-term equity incentives (typical mix for NEOs; policy also governs officers):
- PBRSUs: 60% of LTI; 3-year performance period; vesting cliff at end of period; performance based on average annual organic ROIC with a relative TSR modifier (+/−10% vs S&P 500 three-year TSR), payout 0–200%; no dividend equivalents .
- Stock Options: 40% of LTI; 10-year term; exercise price = average of high/low on grant date; vest 1/3 annually over three years .
PBRSU Performance Calibration and Recent Outcome
| Metric | Weighting | Target | Threshold | Maximum | Relative TSR Modifier | Vesting | Recent Payout Context |
|---|---|---|---|---|---|---|---|
| Organic ROIC (3-year avg) | PBRSUs = 60% of LTI (program-level) | 2025–2027 target 16.2% | 11.8% | 18.4% | ±10% vs S&P 500 3-yr TSR; total payout capped at 200% | Cliff after 3-year period | 2022–2024 PBRSUs vested at 100% of target (Adjusted ROIC measure) |
| Stock Options | 40% of LTI (program-level) | n/a | n/a | n/a | n/a | 1/3 per year over 3 years | n/a |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Individual beneficial ownership (Boone) | Not individually listed in beneficial ownership table; “Directors and executive officers as a group (26 persons)” owned 1,461,868 shares (~0.5% of outstanding) as of Mar 11, 2025 . |
| Hedging / pledging | Prohibited for insiders (incl. executive officers): short-term in/out trading, short sales, margin purchases, pledging Ecolab stock, and derivative transactions outside company plans are not allowed . |
| Stock ownership policy | Officers must retain a portion of net shares until guideline met: CEO/CFO/President & COO retain 100% of net shares; other officers retain 50%; unexercised options and unvested RSUs/PBRSUs do not count toward ownership . |
| Insider trading window | Governed by Ecolab’s Global Insider Trading Policy (filed as Exhibit 19.1 to 2024 10-K); policy applies to officers and other designated insiders . |
Employment Terms
| Term | Ecolab policy / disclosed term | Source |
|---|---|---|
| Employment agreement | Ecolab states it does not individually negotiate employment agreements with NEOs (indicative of broader practice) . | |
| Change-in-control (CIC) | Double trigger; severance equals 2x (base salary + target annual incentive), pro rata actual annual bonus in year of termination, outplacement, and continued medical/dental up to 18 months; applies to all elected officers . | |
| Single-trigger CIC | Not offered . | |
| Tax gross-ups | Not provided for change‑in‑control . | |
| Clawbacks | Misconduct clawback policy covering cash/equity incentives and time-based equity; plus NYSE Rule 10D‑1 compliant clawback for accounting restatements (3-year lookback for excess incentive-based compensation) . | |
| Equity plan “Cause” | 2023 Stock Incentive Plan amended Dec 4, 2024 to refine “Cause” (e.g., dishonesty/fraud, serious unlawful activity, intentional/material duty breach, covenants breach, substantial failure to perform after notice/opportunity to cure); attested by CEO, attested by Boone as EVP, GC & Secretary . | |
| Non-compete / non-solicit | Not specifically disclosed in Boone’s terms; breach of such covenants is included in “Cause” definition under the equity plan . |
Company Performance Context (during Boone’s tenure progression)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Sales ($USD billions) | $14.188 | $15.320 | $15.741 |
| Operating Income ($USD billions) | $1.563 | $1.992 | $2.802 |
| Net Income attributable to Ecolab ($USD billions) | $1.092 | $1.372 | $2.112 |
| Diluted EPS ($) | $3.81 | $4.79 | $7.37 |
| Adjusted Diluted EPS ($) | n/a | $5.21 | $6.65 |
| Cumulative TSR ($ value of fixed $100) | $113.17 (2020) | $107.41 (2023) | $128.13 (2024) |
| Peer Group Cumulative TSR ($) | $120.73 (2020) | $151.73 (2023) | $151.67 (2024) |
Governance, Policies, and Signals Relevant to Alignment and Risk
- Insider control and SEC delegation: Boone regularly appears as attorney‑in‑fact for SEC filings and as a designated proxy signatory, consistent with her Secretary role and control responsibilities over EDGAR administration and shareholder meeting documentation .
- Say‑on‑Pay support: 2024 advisory vote approved with 90% of votes cast; program retains strong performance orientation (90% CEO, ~80% other NEOs performance‑based) .
- Compensation practices: no single‑trigger CIC, no tax gross‑ups, hedging/pledging prohibited, robust stock ownership guidelines and clawbacks .
Investment Implications
- Pay-for-performance alignment appears robust at the program level (MIP tied to EPS and business results; PBRSUs on 3-year organic ROIC with TSR modifier), supporting medium-term value creation focus; recent PBRSU cycle (2022–2024) paid at 100%, indicating targets were calibrated and achieved without windfall effects .
- Governance risk mitigants are strong (double-trigger CIC at 2x, no gross-ups, expansive clawbacks, strict hedging/pledging prohibitions, officer stock retention rules), which reduces agency and downside governance risk signals for legal/GC leadership roles .
- Retention risk for Boone looks moderate: she is newly appointed (Jan 2025) after a sequence of interim promotions—typical officer LTI structures (multi-year cliff PBRSUs, 3-year option vesting) create forward vesting overhangs that align her incentives with multi-year performance and reduce near-term sell pressure on vest dates; however, individual grant sizes/vesting dates are not disclosed for her specifically .
- Trading signals: absence of hedging/pledging and strong stock ownership/retention policies reduce the likelihood of opportunistic insider selling; lack of Form 4 details specific to Boone limits analysis of short-term selling pressure. Overall program structure and 2024 operating and earnings momentum should support continued incentive alignment for the legal function’s leadership role .