Craig Arnold
Director at PG
Board
About Craig Arnold
Craig Arnold is an independent director of Procter & Gamble, appointed June 9, 2025. He is the former Chairman and Chief Executive Officer of Eaton Corporation (2016–May 2025) and currently serves as Lead Independent Director of Medtronic plc. His operating background spans global manufacturing, complex supply chains, and technology-driven transformation; he serves on P&G’s Audit and Compensation & Leadership Development (C&LD) Committees. The Board has determined he is independent under NYSE standards and P&G guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eaton Corporation | Chairman & CEO | 2016–May 2025 | Led large-scale restructuring; advanced renewable integration, digitization and operational excellence |
| Eaton Corporation | Vice Chairman & COO, Industrial Sector | 2009–2015 | Global operations leadership and risk management |
| Eaton Corporation | SVP & Group Executive, Fluid Power Group | 2000–2009 | Portfolio and operating leadership |
| General Electric | Corporate Vice President & President, GE Lighting Services Ltd. (EMEA & India) | By 1990s (pre-2000) | Ran EMEA/India lighting operations |
| General Electric | Corporate Vice President & President, GE Plastics (Greater China); GE Appliances (Asia) | 1997–1999 | Regional P&L leadership in Greater China and Asia |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Medtronic plc | Director; Lead Independent Director | Director since 2015; LID since 2022 | Current public company board; governance leadership |
| Eaton Corporation | Director | 2016–May 2025 | Prior public company board service |
| The Business Council | Member | — | Senior executive policy forum |
| Salvation Army of Greater Cleveland | Advisory Board Member | — | Community advisory role |
| United Way of Greater Cleveland | Board Member | — | Community non-profit board |
Board Governance
- Committee assignments: Audit Committee; Compensation & Leadership Development Committee .
- Independence status: Independent; P&G determined all nominees other than the CEO (Jon Moeller) and COO (Shailesh Jejurikar) are independent under NYSE standards and P&G guidelines .
- Attendance and engagement: FY 2024–25 Board held 6 meetings; Committees held 21. No incumbent director attended fewer than 75% of aggregate meetings; average attendance ~98%. Independent directors met in 8 executive sessions during the year .
- Lead Independent Director: Joseph Jimenez (reappointed for FY 2025–26) .
- Director time-commitment policy: Non-employee directors may sit on no more than three additional outside public boards; all nominees are compliant. Active public company CEOs limited to one additional board .
Fixed Compensation (Director)
| Component | Policy/Amount | Mr. Arnold FY 2024–25 | Notes |
|---|---|---|---|
| Annual cash retainer | $120,000 (pro-rated if appointed mid-year) | $7,253 (pro‑rated from June 9, 2025) | Directors may elect cash, RSUs, or stock for fees |
| Committee/Lead fees | Lead Director $50k; Audit Chair $30k; C&LD Chair $25k; G&PR/I&T Chairs $20k | $0 | Not a chair; not Lead Director |
| Annual equity grant (RSUs) | $220,000 at annual meeting; pro-rated for mid-year appointments; RSUs vest after 1 year; dividend equivalents accrue; settlement generally at least 1 year after leaving Board (effective Oct 2025: option to settle at one-year service date with deferral option) | $75,699 grant date fair value (pro‑rated); 466 unvested RSUs outstanding as of June 30, 2025 | RSUs earn dividend equivalents; pro rata vesting if good-leaver before one year |
| Total FY 2024–25 director comp | — | $82,952 (fees + stock awards) | Fees taken as RSUs $7,253 (grant-date fair value $7,328) |
Performance Compensation (Director)
| Element | Performance Metric(s) | Weighting | Payout Scale | Vesting/Settlement |
|---|---|---|---|---|
| None (Directors) | N/A | N/A | N/A | Director equity is time-based RSUs that vest after 1 year; dividend equivalents accrue; settlement rules as above. No options or performance-based equity for non-employee directors |
Note: Performance programs and metrics described in the CD&A (STAR, PSP, LTIP) apply to executives, not non-employee directors .
Other Directorships & Interlocks
- Current public boards: Medtronic plc (Lead Independent Director) .
- Prior public boards: Eaton Corporation (through May 2025) .
- Compensation committee interlocks: None. All C&LD Committee members (including Mr. Arnold) were independent; no interlocks with other companies’ compensation committees or boards where a P&G executive serves .
Expertise & Qualifications
- Operational leadership of complex global manufacturing footprints and supply chains; experience leading restructuring and integrating renewable/digital technologies into operations .
- Governance acumen and financial oversight gained through multi-year public company board service and role as Lead Independent Director at Medtronic .
- International market experience across EMEA, Asia, and Greater China; commercial leadership at GE .
- Strategy and risk management capabilities relevant to P&G’s global consumer categories .
Equity Ownership
| Measure | Amount/Status |
|---|---|
| RSUs outstanding (not considered “beneficially owned” until delivered) | 511 RSUs as of June 30, 2025 (includes dividend equivalents) |
| Unvested director RSUs (subset of above) | 466 unvested RSUs (pro‑rated October 2024 grant) |
| Direct shares / right to acquire within 60 days | Not listed (—) in beneficial ownership table for Mr. Arnold |
| Ownership as % of class | Less than 0.036% for any one Director or NEO (general footnote) |
| Hedging/pledging | Prohibited for directors by Insider Trading Policy |
| Director stock ownership guideline | 6x annual retainer; all non-employee directors meet or are on track within 5 years |
Governance Assessment
- Strengths for investor confidence
- Independent director with deep operating, supply chain, and technology experience; dual assignment to Audit and C&LD aligns skills with financial oversight and human capital/compensation governance .
- Clean related-party profile; P&G reports no related-person transactions involving directors other than a disclosed executive spousal employment matter unrelated to Mr. Arnold. Audit Committee must pre-approve any related-person transactions per policy .
- Strong board processes: high attendance (~98%), frequent executive sessions (8), rigorous independence determinations, shareholder-aligned practices (ownership guidelines, recoupment policies, proxy access) .
- Director pay structure balanced and market median; mix of cash retainer and time-based RSUs promotes alignment without encouraging short-term risk-taking .
- Watch items
- External commitments: Serves as Lead Independent Director at Medtronic; however, P&G’s outside-board limits apply and the Governance Committee reviews time commitments annually—directors currently compliant .
- Broader signals
- Shareholder support for executive compensation was 90.65% at the 2024 annual meeting, indicating generally supportive governance sentiment among investors .
RED FLAGS
- None identified for Mr. Arnold in related-party transactions, hedging/pledging, attendance, or compensation structure based on disclosed materials .
Notes on Committee Processes (for context)
- The C&LD Committee retained Meridian as independent compensation consultant; annual compensation risk review concluded programs are not reasonably likely to have a material adverse effect .
- Audit Committee oversees financial reporting integrity, internal controls, compliance, and cybersecurity; meets privately with auditors and control leaders .
Appendix: Board & Committee Activity Snapshot
| Metric | FY 2024–25 |
|---|---|
| Board meetings | 6 |
| Committee meetings (total) | 21 |
| Average attendance (incumbents) | ~98% |
| Independent directors’ executive sessions | 8 |
All information above is sourced from The Procter & Gamble Company 2025 DEF 14A proxy statement (filed August 29, 2025). Citations are provided inline.