Larry Berger
Executive Vice President and Chief Technical Officer at ECL
Executive
About Larry Berger
Dr. Larry L. Berger is Executive Vice President and Chief Technical Officer (CTO) of Ecolab, leading global R&D and digital innovation; he is listed among the company’s current executive officers and is age 64 as of the FY2024 10-K . He has served as EVP & CTO in recent years (10‑K listings show the role as Jan. 2020–present), and he regularly appears at investor events as the technology lead describing Ecolab’s innovation engine and digital programs . Ecolab delivered strong 2024 performance – organic sales +4%, adjusted EPS +28%, and reported operating margin +480 bps – and has embedded a relative TSR modifier into its long‑term PBRSU plan design, aligning executive pay with shareholder outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ecolab | Executive Vice President & Chief Technical Officer | 2020–Present (per FY2024 10-K) | Leads global RD&E and commercial digital solutions; central to building Ecolab’s largest innovation pipelines and scaling AI/IoT platforms across end‑markets |
| Ecolab | EVP RD&E & Chief Technical Officer (Investor materials reference) | 2019 (disclosed) | Presented the innovation strategy and pipeline to investors; highlighted ~$1.3B year‑5 innovation pipeline, 1,400+ scientists/200 digital technologists, and 8,400+ patents |
| Ecolab | Head of Technology R&D (Investor remarks) | 2011 (disclosed) | Articulated innovation portfolio, vitality index >35%, and multi‑disciplinary RD&E model embedded with customers |
External Roles
- No public company board directorships or external positions are disclosed for Dr. Berger in Ecolab’s executive leadership or proxy materials .
Fixed Compensation
Ecolab’s executive program (applies to elected officers) emphasizes market‑median base pay with annual merit reviews; base salaries for NEOs were reviewed in February 2024 and set within the median range (illustrative figures shown for NEOs; Berger is not an NEO) . Key program elements:
| Component | Basic design | Purpose |
|---|---|---|
| Base salary | Calibrated within median range of size‑adjusted market | Foundational fixed pay; recognizes experience and sustained performance |
| Annual cash incentive (MIP) | Payout 0–200% of target; metrics include adjusted EPS, enterprise goals, business unit goals, and individual goals (role‑specific); includes a Growth & Impact modifier up to the cap | Drives annual financial and strategic execution |
| Long‑term incentives | 60% PBRSUs; 40% stock options | Aligns with multi‑year value creation; equity‑heavy mix |
Additional practices include use of independent consultant FW Cook, and benchmarking to a defined peer group plus survey medians; the philosophy is market‑median across elements .
Performance Compensation
Detailed plan design (covers officers generally; NEO weightings shown as program design):
| Incentive | Metric(s) | Weighting/Structure | Targets/Calibration | Payout & vesting |
|---|---|---|---|---|
| Annual MIP | Adjusted diluted EPS; enterprise and business unit goals; individual goals (role‑specific) | Payout range 0–200% of target; Growth & Impact modifier within cap | Set annually by Comp & HCM Committee | Cash; paid after fiscal year close |
| PBRSUs (60% of LTI) | 3‑yr average Organic ROIC with relative TSR modifier vs S&P 500 | 60% of target LTI value | 2025–2027 cycle target ROIC 16.2% (threshold 11.8%, max 18.4%) | 0–200% payout after 3 yrs; TSR modifier ±10% (capped at 200%); cliff‑vest at perf. end |
| Stock options (40% of LTI) | Stock price appreciation | 40% of target LTI value | Exercise price = avg of high/low on grant date | 3‑yr ratable vesting (1/3 per year), 10‑yr term |
Timing/controls: Annual equity grants typically occur at the regular December Committee meeting; no grants are made during the four business days before through one business day after material filings; Committee notes no MNPI timing in 2024 .
Recent PBRSU outcome reference point: The 2022–2024 PBRSU cycle paid at 100% of target based on adjusted ROIC performance (illustrative for program operation) .
Equity Ownership & Alignment
- Stock ownership/retention: Ecolab maintains robust stock ownership and retention policies for officers; historical policy requires CEO 6x salary and other corporate officers 3x salary; until met, CEO/President/CFO retain 100% of after‑tax profit shares and other officers retain 50% (no pledging/hedging permitted) .
- Hedging/pledging: Prohibited under the Global Insider Trading Policy and compensation governance practices .
- Beneficial ownership disclosure: The 2025 proxy provides individual holdings for NEOs and directors and a group total for directors and executive officers (0.5% of shares outstanding as a group), but it does not itemize Dr. Berger’s individual holdings since he is not an NEO or director .
Employment Terms
- Change‑in‑control (CIC) policy: Elected officers (including CTOs) are covered by a double‑trigger CIC policy: if terminated without Cause or for Good Reason within two years post‑CIC, cash severance equals 2x (base salary + target annual incentive) plus pro‑rata actual annual bonus for the year of termination, outplacement (up to 20% of base salary), and up to 18 months medical/dental at active rates; no 280G tax gross‑ups (best‑net cutback may apply) . Equity generally accelerates on a double‑trigger; options become fully exercisable and PBRSUs/RSUs vest per award terms on qualifying termination post‑CIC .
- Clawback: Ecolab maintains compensation recovery policies exceeding NYSE minimums .
- Employment agreements: The company states it does not individually negotiate employment agreements with its NEOs; governance features include no single‑trigger CIC benefits and no option repricing/backdating .
- Legal matters: The FY2024 10‑K states no executive officer has been involved in disclosable legal proceedings in the past ten years .
Investment Implications
- Pay‑for‑performance alignment and innovation leverage: Berger oversees the innovation engine that management highlights as core to growth, margin expansion, and digital monetization (AI/IoT via ECOLAB3D). Ecolab reported record 2024 adjusted EPS and FCF, and its LTI uses organic ROIC with a relative TSR modifier, supporting alignment of technical execution with shareholder value .
- Vesting and potential selling pressure: Executive equity typically vests on a three‑year cadence—options ratably and PBRSUs cliff at period end—creating potential supply around December grant anniversaries and after performance cycles (e.g., 2022–2024 PBRSUs paid at 100% after 12/31/24). Annual grants are in December, and awards are subject to trading window policies that can space actual sales beyond vest dates .
- Retention and CIC economics: The standardized, double‑trigger CIC policy (2x cash plus equity treatment) is shareholder‑friendly (no gross‑ups, no single‑trigger) yet competitive, reducing retention risk during strategic change while limiting windfall optics .
- Governance risk signals: Positive indicators include 90% Say‑on‑Pay support in 2024, prohibition on hedging/pledging, robust clawback, and no related‑party transactions disclosed since 2004; these reduce governance overhang and alignment concerns .
Supporting Data
Company Performance Context (2024)
| Metric | 2024 Outcome |
|---|---|
| Organic sales growth | +4% |
| Adjusted diluted EPS growth | +28% |
| Reported operating income margin expansion | +480 bps |
Compensation & Governance Highlights
| Topic | Detail |
|---|---|
| Equity mix | 60% PBRSUs (3‑yr Organic ROIC with relative TSR modifier), 40% stock options |
| Annual MIP cap | 200% of target; metrics include adjusted EPS and role‑specific goals |
| CIC policy | Double‑trigger; 2x (salary + target bonus) + benefits; equity accelerates on qualifying termination post‑CIC; no gross‑ups |
| Ownership rules | Robust officer ownership; historical guideline CEO 6x, other officers 3x; retention until met; no hedging/pledging |
| Say‑on‑Pay 2024 | 90% approval |
| Related‑party transactions | None disclosed since 2004 |
Executive Leadership Listing (Berger)
| Name | Title | Source |
|---|---|---|
| Dr. Larry L. Berger | EVP & Chief Technical Officer | Exec Leadership listing in 2025 Proxy; FY2024 10‑K executive officer table |
Notes on Data Availability
- Dr. Berger is not a Named Executive Officer (NEO) in the 2025 proxy; therefore, individual compensation amounts (salary, target bonus, actual bonus), grant sizes, and personal beneficial share ownership are not itemized in the proxy. The analysis above relies on Ecolab’s company‑wide executive compensation design and policies that apply to elected officers, as well as program outcomes disclosed for NEOs to illustrate structure and alignment .
- Historical officer ownership multiples (CEO 6x, other officers 3x) are from prior proxy disclosure and remain a useful benchmark; the 2025 proxy reiterates prohibition on hedging and pledging and robust ownership/clawback practices .
Key sources: Ecolab DEF 14A (Mar. 24, 2025) including Executive Compensation, Program Elements, Pay Practices, and Exec Leadership sections; Ecolab 10‑K FY2024 executive officer table; investor day/transcript materials where Dr. Berger presents the innovation agenda.