Alexandra Keith
Chief Executive Officer – Beauty at PG
Executive
About Alexandra Keith
R. Alexandra Keith is Chief Executive Officer – Beauty and Executive Sponsor for Corporate Sustainability at Procter & Gamble, with more than 36 years of service; she announced her retirement effective February 20, 2026 . During FY 2023-24 when she was an NEO, P&G delivered 4% organic sales growth target vs. 3.9% actual, 11.7% core EPS growth (above target), and 105% adjusted free cash flow productivity, supporting above-target incentive outcomes . Company-level TSR and pay-versus-performance disclosures show strong alignment of realized pay with performance across recent years (e.g., P&G TSR index rose to 152.28 in 2023-24) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Procter & Gamble | CEO – Beauty | — | Sector CEO accountability across global Beauty with pay-for-performance programs tied to organic sales, core EPS, FCF productivity, and relative TSR . |
| Procter & Gamble | Executive Sponsor for Corporate Sustainability | — | Oversight and sponsorship of ESG integration; ESG factor historically modified senior exec STAR awards based on sustainability/equality scorecards . |
| Procter & Gamble | President – Global Hair Care and Beauty Sector (prior role) | — | Audit Committee approved continued employment of spouse upon her becoming President, under Related Person Transaction Policy; confirms governance review of potential conflicts . |
Fixed Compensation
| Metric | FY 2021-22 | FY 2022-23 | FY 2023-24 |
|---|---|---|---|
| Salary ($) | 885,000 | 985,000 | 1,047,500 |
| STAR Target (%) | — | 110% (prior to 7/1/2023) | 115% (effective 7/1/2023) |
| STAR Award ($) | 996,596 | 1,270,428 | 1,430,801 |
| Stock Awards ($) | 4,714,986 | 2,626,813 | 2,191,099 |
| Option Awards ($) | 1,428,381 | 1,455,938 | 1,886,032 |
| All Other Compensation ($) | 323,785 | 300,171 | 284,476 |
| Total Compensation ($) | 8,348,748 | 6,638,350 | 6,839,908 |
- Salary increased 5% to $1,060,000 effective October 1, 2023 (baseline for FY 2023-24) .
Performance Compensation
Annual Bonus (STAR) Structure and FY 2023-24 Outcome
- STAR formula: 70% Business Unit Performance Factor and 30% Total Company Performance Factor, with ESG factor applied to Total Company (80–120%) for senior executives .
- FY 2023-24 outcomes: Total Company Performance Factor 120% (3.9% organic sales growth; 11.7% core EPS growth; ESG factor 100%); Ms. Keith’s STAR award $1,430,801 (117% of target) with BU factor based 75% on Global Hair Care and 25% on Skin and Personal Care oversight .
Long-Term Incentives – FY 2023-24 Grants
| Grant Type | Grant Date | Units / Options | Grant Date Fair Value ($) |
|---|---|---|---|
| PSP PSUs | 10/02/2023 | 12,990 | 2,023,193 |
| LTIP Options | 10/02/2023 | 55,131 | 1,886,032 |
| PST Restoration RSUs | 08/03/2023 | 1,126 | 167,906 |
| STAR Stock Options (for FY 2023-24 STAR) | 09/15/2023 | 27,747 | 952,832 |
PSP Design, Targets, and Realized Payouts
- PSP metrics and weightings (3-year performance period July 1, 2023–June 30, 2026): Relative Organic Sales Growth (30%), Constant Currency Core Before-Tax Operating Profit Growth (20%), Core EPS Growth (30%), Adjusted Free Cash Flow Productivity (20%), with Relative TSR Multiplier (125% top quartile; 75% bottom quartile) .
- Targets table for 2023–2026 cycle (examples): Organic Sales Growth 50th percentile=100% payout; Operating Profit Growth target 7.2%=100%; Core EPS Growth target 7.2%=100%; FCF Productivity target 90%=100%; with graduated scales to 0–200% .
- PSP results for prior cycle (July 1, 2021–June 30, 2024): Weighted performance factor 128% and TSR modifier 125% → Final payout 160% .
Vesting Mechanics
- Options: 3-year cliff vest; 10-year expiration; STAR-elected options reflect bonus elections; vesting calendars per grant shown below .
- RSUs: 3-year cliff vest; deliver in shares with compounded dividend equivalents; retirement eligibility may pro-rate non-forfeitable status after year one .
- PSUs: 3-year performance period; delivery in August following certification; retirement eligibility can affect non-forfeitable status after the first year .
Equity Ownership & Alignment
Outstanding Equity at FY-End (June 30, 2024)
| Award Type | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration | Not Vested Units (#) | Market Value ($) |
|---|---|---|---|---|---|---|---|
| LTIP Options | 02/28/2020 | 28,038 | — | 113.23 | 02/28/2030 | — | — |
| STAR Options | 09/15/2020 | 29,790 | — | 138.63 | 09/13/2030 | — | — |
| LTIP Options | 10/01/2020 | 60,053 | — | 139.24 | 10/01/2030 | — | — |
| LTIP Options | 10/01/2021 | — | 65,824 | 139.58 | 10/01/2031 | — | — |
| STAR Options | 09/15/2022 | — | 33,968 | 137.44 | 09/15/2032 | — | — |
| LTIP Options | 10/03/2022 | — | 49,038 | 128.51 | 10/01/2032 | — | — |
| STAR Options | 09/15/2023 | — | 27,747 | 153.47 | 09/15/2033 | — | — |
| LTIP Options | 10/02/2023 | — | 55,131 | 145.19 | 09/30/2033 | — | — |
| Special RSU Award | 08/02/2021 | — | — | — | — | 15,071 | 2,485,566 |
| PSP PSUs | 10/03/2022 | — | — | — | — | 15,774 | 2,601,613 |
| PSP PSUs | 10/02/2023 | — | — | — | — | 13,229 | 2,181,727 |
Vesting Schedule Highlights
| Award | Grant Date | Vest Date / Terms |
|---|---|---|
| Special RSU Award | 08/02/2021 | 50% vests 08/02/2024; 50% vests 08/03/2026 . |
| LTIP RSUs (examples) | 10/01/2021; 10/03/2022; 10/02/2023 | Vest 10/01/2024; 10/01/2025; 10/02/2026 respectively . |
| PSP PSUs | 10/03/2022; 10/02/2023 | Earn on 06/30/2025; 06/30/2026 (deliver in August following certification) . |
| Options vesting calendar (examples) | Various | Option grants vest three years post-grant; detailed vest dates per grant table . |
Ownership Policy and Hedging/Pledging
- Stock ownership guidelines require non-CEO NEOs to own stock valued at four times salary; CEO guideline is eight times salary .
- Derivative transactions, pledging, hedging, collars, and short sales involving Company stock are prohibited for NEOs; trading limited to post-earnings windows or approved 10b5-1 plans .
Related Person Transaction (Governance)
- Audit Committee approved continued employment of her spouse, Christopher Keith (SVP – Brand Building Transformation), with total compensation approximately $1.43 million (FY 2023-24) and ~$1.33 million (prior year), concluding continued employment was not inconsistent with Company interests .
Employment Terms
Separation, Retirement, Change in Control Treatment (Program-wide)
- No employment contracts requiring severance; company may pay up to one-year salary if separation is company-encouraged; STAR paid/prorated if employed through fiscal year; LTIP and PSP retained/prorated after year one; CoC treatment varies by plan year (pre-Oct 2023 awards paid at target at time of CoC; post-Oct 2023 assumed awards follow original terms unless termination without cause or resignation with “good reason”) .
Keith – Estimated Post-Employment Treatment (as of June 30, 2024)
| Scenario | Salary ($) | STAR ($) | LTIP ($) | PSP ($) | Special Equity Awards ($) | EGLIP ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Voluntary Separation or For Cause | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Written Separation Agreement | 1,060,000 | 0 | 4,269,255 | 4,237,908 | 0 | 0 | 9,567,164 |
| Retirement or Disability | 0 | 0 | 4,269,255 | 4,237,908 | 2,485,566 | 0 | 10,992,729 |
| Change in Control | 0 | 0 | 4,541,189 | 4,783,340 | 2,485,566 | 0 | 11,810,095 |
| Death | 0 | 1,251,144 | 4,541,189 | 4,783,340 | 2,485,566 | 2,279,000 | 15,340,239 |
- Retirement announcement: At retirement (Feb 20, 2026) she will enter the standard Written Separation Agreement with no cash severance; will retain the remainder of her special equity award scheduled to vest in August 2026; other equity retained or prorated per award agreements .
- Clawbacks: Company maintains recoupment policies (including mandatory Dodd-Frank recoupment for Section 16 officers) in event of restatement or violations of stock plan/award provisions .
Investment Implications
- Near-term selling pressure windows: Special RSU award vests August 2026 and PSP 2023–2026 cycle settles August 2026, coincident with her retirement timing, potentially increasing supply during post-earnings trading windows following settlement dates .
- Retention/contract risk is low: No guaranteed severance; equity largely retained/prorated under standard terms; retirement plan disclosed well in advance reduces uncertainty .
- Pay-for-performance alignment remains robust: STAR and PSP metrics directly tied to organic sales growth, core EPS, operating profit and FCF productivity; FY 2023-24 STAR paid above target for NEOs given strong company results; prior PSP cycle paid at 160% on strong multi-year performance, signaling disciplined incentive design .
- Governance watchpoints appear addressed: Related person transaction with spouse reviewed and approved by Audit Committee; prohibitions on hedging/pledging and strong ownership guidelines support alignment .