Jennifer Bradway
Senior Vice President and Corporate Controller at ECL
Executive
About Jennifer Bradway
Jennifer Bradway is Senior Vice President and Corporate Controller of Ecolab Inc., serving as the company’s principal accounting officer effective January 1, 2022, after joining Ecolab in 2012 and holding multiple finance leadership roles; she was 45 at the time of appointment (Dec 2021) and holds a B.A. in Accounting (Simpson College), an MBA (University of Minnesota Carlson School), and is a CPA (inactive) . Ecolab’s 2024 performance context relevant to incentive design: adjusted diluted EPS reached $6.65 vs $5.21 in 2023 and company TSR improved, while net income increased to $2,112.4 million (2024) from $1,372.3 million (2023) . Ecolab ties officer pay to performance via annual cash incentives focused on adjusted EPS and enterprise/business unit goals, plus 3‑year PBRSUs based on organic ROIC with a relative TSR modifier .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ecolab | SVP, Corporate Controller; Principal Accounting Officer | Effective Jan 1, 2022 | Company’s principal accounting officer; leadership over accounting and control . |
| Ecolab | SVP, Finance, Global Institutional | 2020–2021 | Led global finance for Institutional business to drive profitable growth . |
| Ecolab | VP, North America Institutional Finance | — | Finance leadership supporting Institutional segment . |
| Ecolab | VP, U.S. Institutional Controller | — | U.S. segment controllership oversight . |
| Ecolab | Director, Institutional Distributor Sales Finance | — | Sales finance leadership supporting distribution channel . |
| Ecolab | Operations Controller, North America Supply Chain | — | Supply chain finance and controls for NA operations . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Face to Face (St. Paul, MN) | Board Member | — | Non‑profit serving homeless youth; community engagement and governance . |
Fixed Compensation
- Individual base salary and target bonus for Ms. Bradway are not itemized in the 2025 proxy (only Named Executive Officers are disclosed) . Officers participate in Ecolab’s Management Incentive Plan (MIP), which bases cash payouts primarily on adjusted EPS and enterprise/business unit metrics, with payout caps and a Growth & Impact modifier .
Performance Compensation
Annual Cash Incentive (MIP) – Program Design and 2024 Outcomes (company-level)
| Metric | Weighting (illustrative by role) | Target/Threshold | Actual | Payout |
|---|---|---|---|---|
| Adjusted Diluted EPS | All officers include EPS; weights vary by role (e.g., part of enterprise mix) | Minimum $5.37; Target $5.82; Max ≥$6.50 | $6.65 | 200% for EPS component (above max) . |
| Enterprise Goal (for roles impacting all businesses) | Example: 60% commercial average; 40% adjusted EPS within enterprise goal | Commercial average and EPS mix; no threshold for enterprise goal | Commercial average 123%; EPS 200% | 154% for enterprise goal component . |
| Business Unit Goal (for unit leaders) | 50% sales growth; 50% operating income growth | BU growth targets | Sales 179%; Operating Income 191% | 185% for BU goal component . |
| Growth & Impact Modifier | Companywide modifier for officers | ±10% based on water intensity and inclusion progress | Achieved +10% (subject to 200% cap) | +10% modifier applied (within plan cap) . |
Notes: Weighting varies by role; staff roles may include individual objectives (e.g., CFO and CSCO at 30%); the proxy does not provide a specific weighting line‑up for the Corporate Controller .
Long‑Term Equity (PBRSUs and Options) – Structure
| Award Type | Performance Metric(s) | Targets/Definitions | Payout/Vesting | Notes |
|---|---|---|---|---|
| PBRSUs (2025–2027 cycle) | 3‑yr average annual organic ROIC; ±TSR modifier vs S&P 500 | Organic ROIC target 16.2%; threshold 11.8%; max 18.4%; invested capital and adjustments defined in plan | 0–200% of target; 40% threshold; cliff‑vest after 3 years; TSR modifier ±10% (capped at 200%) | No dividend equivalents; performance-based; aligns with long‑term value creation . |
| Stock Options | — | Exercise price = average of high/low on grant date | 3‑year ratable vesting; 10‑year term | Standard time‑vested options; complements PBRSUs . |
Recent PBRSU payout example: 2022–2024 PBRSUs vested at 100% of target based on adjusted ROIC, with payout capped at 100% .
Equity Ownership & Alignment
Policies and Guidelines
- Hedging and pledging: Prohibited for insiders (directors, executive officers, senior management, and certain others), including short‑term trading, short sales, margin purchases, and pledging Ecolab stock .
- Stock retention/ownership: Until ownership guideline is met, CEO/CFO/COO must retain 100% of net shares from equity awards; other officers must retain 50% of net shares; unexercised options and unvested RSUs/PBRSUs do not count toward ownership .
- Clawbacks: Ecolab maintains a misconduct‑based recoupment policy and a Rule 10D‑1 compliant clawback; excess incentive compensation over prior three years may be recovered in the event of a restatement; policies extend to covered executives .
Recent Insider Transactions (Jennifer Bradway)
| Date | Transaction | Shares | Price ($) | Post‑Txn Holdings (if disclosed) | Source |
|---|---|---|---|---|---|
| Feb 25, 2025 | Open‑market sale | 856 | 267.37 | — | |
| Aug 13, 2025 | Option exercise; partial sale | Exercise 993; Sold 807 | 117.73 (exercise); 279.28 (sale) | Reported as direct ownership; after‑holding reported on third‑party trackers |
Interpretation: Transactions reflect standard compensation realization and limited selling typical for liquidity/tax; Ecolab’s prohibitions on hedging/pledging and retention guidelines mitigate alignment risks .
Employment Terms
| Provision | Terms for Ecolab Elected Officers (applicable companywide; not individualized) |
|---|---|
| Change‑in‑Control (CIC) Policy | Double trigger: benefits if terminated without Cause or for Good Reason within two years post‑CIC; no 280G gross‑up; cut‑down if beneficial to after‑tax income . |
| Treatment of Equity at CIC | If awards are not assumed or if terminated within two years post‑CIC: options vest fully and remain exercisable for remaining term; RSUs and PBRSUs fully vest; PBRSU performance deemed satisfied at target . |
| Cash Severance (CIC) | Lump sum equals 2x (base salary + target annual cash incentive) plus pro‑rated target annual incentive for year of termination; outplacement up to 20% of base; medical/dental continuation subsidy for 18 months . |
| Retirement/Special Provisions | Certain retirement‑eligible executives receive pro‑rata service‑based vesting acceleration subject to performance certification (policy framework described in proxy) . |
| Employment Agreements | Ecolab indicates it does not individually negotiate employment agreements with NEOs; compensation programs include clawbacks and ownership/retention rules, suggesting standardized officer practices rather than bespoke contracts . |
| Insider Trading/Blackouts | Global policy governs trading; prohibits hedging/pledging and certain speculative transactions by insiders . |
Performance & Company Context During Tenure
| Metric | 2023 | 2024 |
|---|---|---|
| Adjusted Diluted EPS ($) | 5.21 | 6.65 |
| Net Income ($ millions) | 1,372.3 | 2,112.4 |
| Total Shareholder Return (index, $100 base) | 107.41 | 128.13 |
| Peer Group TSR (index, $100 base) | 151.73 | 151.67 |
Notes: 2024 adjusted EPS exceeded the MIP maximum threshold resulting in 200% payout for the EPS component .
Investment Implications
- Alignment and downside protection: Officer incentives are tightly linked to measurable outcomes (adjusted EPS for annual cash; organic ROIC with TSR modifier for PBRSUs) with robust clawbacks, ownership retention, and a ban on hedging/pledging—supporting pay‑for‑performance and limiting agency risk .
- Vesting/selling overhang: Options vest ratably over three years and PBRSUs cliff‑vest after three, which can create periodic selling windows; Ms. Bradway’s reported 2025 Form 4 activity shows modest monetization typical of officer liquidity and tax needs, not persistent selling pressure .
- Retention and CIC economics: Standardized double‑trigger CIC policy with 2x cash severance formula and equity vesting at target (if not assumed or upon qualifying termination) reduces flight risk in a transaction while limiting outsized payouts (no tax gross‑up) .
- Execution backdrop: Company performance improved in 2024 (EPS and net income growth), providing a constructive backdrop for finance leadership roles like Corporate Controller to continue strengthening controls and support growth; however, TSR lagged the peer group index in 2023–2024, underscoring continued focus on long‑term value creation embedded in PBRSU design .
Sources
- Ecolab DEF 14A (2025) for compensation structure, policies, and performance .
- Ecolab 8‑K (Dec 15, 2021) appointment of Ms. Bradway as SVP & Corporate Controller and P AO effective Jan 1, 2022 .
- Ecolab leadership bio for background, education, external role .
- Form 4 filings and summaries for 2025 insider transactions .