Jennifer Davis
Chief Executive Officer – Health Care at PG
Executive
About Jennifer Davis
Jennifer L. Davis is Chief Executive Officer – Health Care at Procter & Gamble, first elected an executive officer in 2022; she is 54 years old as of August 4, 2025 . FY 2024-25 Company performance used for executive pay calibration included Organic Sales Growth of 1.8% and Core EPS Growth of 3.6% (both below the long-term algorithm), while the three-year Performance Stock Program (PSP) for the July 1, 2022–June 30, 2025 cycle paid 148% of target driven by strong financials and top-quartile relative TSR . She was previously President – Feminine Care (2019–2022) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Procter & Gamble | President – Feminine Care | 2019–2022 | Not disclosed |
| Procter & Gamble | President – Global Feminine Care | 2018–2019 | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed in Company filings | — | — | No external board roles disclosed in 2025 10-K or 2025 Proxy |
Fixed Compensation
| Item | FY 2024-25 Value | Notes |
|---|---|---|
| Base Salary | $910,000 | Effective October 1, 2024; +7.1% vs prior year |
| Target Bonus (STAR) % of Salary | 115% | Unchanged vs prior year |
| Target Bonus ($) | $1,046,500 | 115% of $910,000 |
| Actual Bonus Paid (STAR) | $750,602 | 72% of target; paid Sept 15, 2025 |
| All Other Compensation | $88,831 | Retirement plan contributions $70,101; flexible comp $6,500; executive benefits $12,230 |
| Total Compensation | $6,040,046 | Salary $895,000; Bonus $750,602; Stock Awards $2,248,178; Option Awards $2,057,435; All Other $88,831 |
Performance Compensation
STAR Annual Bonus – FY 2024-25 Structure and Outcome
| Metric | Weight | Target | Actual/Factor | Resulting Contribution |
|---|---|---|---|---|
| Business Unit Factor | 70% | Not disclosed | 89% | Drives 70% of payout |
| Total Company Factor | 30% | Organic Sales 4%; Core EPS 6% | 32% (1.8% Organic Sales; 3.6% Core EPS) | Drives 30% of payout |
| Computed STAR Payout | — | $1,046,500 target | $750,602 (72% of target) | Paid in cash |
FY 2024-25 Long-Term Incentive Grants (granted Oct 1, 2024 unless noted)
| Instrument | Grant Date | Quantity/Details | Grant-Date FV ($) | Vesting/Terms |
|---|---|---|---|---|
| Stock Options (LTIP) | 10/01/2024 | 56,554 options @ $173.04 strike; expire 09/29/2034 | $2,057,435 | 3-year cliff vest (non-retirement eligible), 10-year term |
| Performance Stock Units (PSP) | 10/01/2024 | Target 11,890 PSUs | $2,117,371 | 3-year performance period; payout 0–200% + TSR multiplier |
| PST Restoration RSUs | 08/01/2024 | 783 RSUs | $130,807 | Become non-forfeitable after 3 years |
PSP Design, Metrics, and Goal Setting
| PSP Component | What it Measures | Weight | Target for 2024–2027 Cycle |
|---|---|---|---|
| Relative Organic Sales Growth | 3-year compounded organic sales growth vs peers | 30% | 50th percentile = 100% factor |
| Core EPS Growth | 3-year CAGR of adjusted diluted EPS | 30% | 6.7% = 100% factor |
| Constant Currency Core Before-Tax Operating Profit Growth | 3-year CAGR ex-FX and certain items | 20% | 6.3% = 100% factor |
| Adjusted Free Cash Flow Productivity | 3-year average FCF productivity | 20% | 90% = 100% factor |
| Relative TSR Multiplier | TSR vs peer set over 3 years | Modifier | 125% for top quartile; 75% for bottom quartile |
Looking back, the PSP performance period July 1, 2022–June 30, 2025 paid at 148% of target (weighted factor 118% plus 125% TSR multiplier). Ms. Davis received 21,371 PSUs delivered in August 2025 (market value $3,404,828 at $159.32/share) .
Equity Ownership & Alignment
Beneficial Ownership (as of June 30, 2025)
| Category | Shares/Units | Notes |
|---|---|---|
| Direct and PST holdings | 59,188 | Includes PST plan holdings |
| Right to Acquire (within 60 days) | 191,492 | Options/awards deliverable within 60 days |
| Total Beneficial Ownership | 250,680 | <0.036% of outstanding |
| RSUs (not deliverable within 60 days; not “beneficially owned”) | 11,447 | RSUs outside 60-day window |
| Series A ESOP Convertible Class A Preferred (PST) | 4,352 | PST Preferred A Shares |
Outstanding Equity at FYE (June 30, 2025) – Key Items
| Award Type | Grant Date | Status | Quantity/Price | Market Value (if provided) |
|---|---|---|---|---|
| Stock Options (exercisable) | 02/28/2019 | Exercisable | 50,515 @ $98.55 | — |
| Stock Options (exercisable) | 02/28/2020 | Exercisable | 66,921 @ $113.23 | — |
| Stock Options (exercisable) | 10/01/2020 | Exercisable | 52,246 @ $139.24 | — |
| Stock Options (unexercisable) | 10/03/2022 | Unexercisable | 29,198 @ $128.51 | — |
| Stock Options (unexercisable) | 10/02/2023 | Unexercisable | 52,251 @ $145.19 | — |
| Stock Options (unexercisable) | 10/01/2024 | Unexercisable | 56,554 @ $173.04 | — |
| RSUs (unvested) | 10/03/2022 | Unvested Stock Awards | 7,220 | $1,150,290 |
| PSUs (unearned) | 10/02/2023 | Equity Incentive (unearned) | 12,850 | $2,047,421 |
| PSUs (unearned) | 10/01/2024 | Equity Incentive (unearned) | 12,113 | $1,930,002 |
FY 2024-25 Vesting and Settlement Activity
| Award | Quantity/Date | Value Realized |
|---|---|---|
| LTIP RSUs (2019–2021 cycle) | 9,982 (vested 10/01/2021 grant) | $1,727,884 |
| PSP (2022–2025 cycle) | 21,371 (delivered Aug 2025) | $3,404,828 |
| PST Restoration RSUs | 783 (Aug 1, 2024) | $130,807 |
Policies and alignment:
- Hedging, short sales, and pledging are prohibited for Directors and senior executives under the insider trading policy .
- Stock ownership guidelines for senior executives are maintained by the Company (specific multiples not disclosed in retrieved excerpts) .
- Ms. Davis is not retirement-eligible as of June 30, 2025; a significant portion of her pay remains at-risk via unearned PSUs and unvested options/RSUs, supporting alignment and creating potential future vesting events .
Employment Terms
Termination and Change-in-Control (as of June 30, 2025; illustrative amounts)
| Scenario | Salary | STAR | LTIP | PSP | Total |
|---|---|---|---|---|---|
| Voluntary or For Cause | $0 | $0 | $0 | $0 | $0 |
| Written Separation Agreement | $910,000 | $0 | $2,788,187 | $3,494,923 | $7,193,110 |
| Retirement or Disability (not retirement-eligible) | $0 | $0 | $2,788,187 | $3,494,923 | $6,283,110 |
| Change in Control | $0 | $0 | $2,788,187 | $3,977,423 | $6,765,610 |
| Death | $0 | $0 | $2,788,187 | $3,977,423 | $6,765,610 |
Equity plan terms and protections:
- Minimum vesting: at least one year for awards (with exceptions for death/Change in Control and up to 5% plan capacity) .
- Dividends/Dividend Equivalents accrue but are subject to the same vesting/performance conditions and paid at the same time as underlying awards .
- Clawbacks/recoupment: Dodd-Frank Recoupment Policy and Senior Executive Officer Recoupment Policy apply; the Company may require repayment of “net proceeds” for violations, and may suspend exercise in certain periods .
- Change-in-Control (CIC):
- If awards are assumed by a successor, double-trigger vesting applies for 2 years following CIC (involuntary termination without Cause or resignation for Good Reason), with performance awards measured at actual/target as determined .
- If awards are not assumed, they fully vest at CIC; performance-based awards settle at actual if determinable or target if not; options/SARs settled in-the-money with out-of-the-money awards canceled .
- “Good Reason” includes material reduction in total compensation, material diminution in duties, or relocation >50 miles, with notice/cure provisions .
Say-on-Pay and Shareholder Feedback
| Proposal (2025 Annual Meeting) | Votes For | Votes Against | Abstain | Broker Non-Votes | Result |
|---|---|---|---|---|---|
| Advisory Vote on Executive Compensation (Say-on-Pay) | 1,534,984,603 | 129,176,624 | 14,218,114 | 353,456,701 | Approved |
| Approval of 2025 Stock & Incentive Compensation Plan | 1,586,240,525 | 81,892,084 | 10,246,732 | 353,456,701 | Approved |
Investment Implications
- Pay-for-performance alignment: Ms. Davis’s cash bonus reflected under-target company performance (32% Company Factor), while her long-term incentives are heavily performance-based (PSUs) with a relative TSR modifier; the most recent PSP paid 148% (top-quartile TSR), reinforcing multi-year alignment with shareholder returns .
- Vesting and potential selling pressure: A large PSP delivery occurred in August 2025 (21,371 shares, $3.4M market value), and she holds meaningful unvested/unearned equity (e.g., 12,850 and 12,113 PSUs outstanding; 56,554 options from 2024 grant) that cliff-vest or settle over multi-year horizons—potential future supply events around vestings should be monitored .
- Retention risk: She is not retirement-eligible, and equity awards feature three-year cliff schedules and performance conditions, creating retention hooks; CIC terms rely primarily on equity acceleration (and not cash multiples), which moderates change-of-control value leakage while preserving talent incentives .
- Governance safeguards: Strong policies (clawbacks; hedging/pledging prohibitions; stock ownership guidelines) and solid shareholder support on say-on-pay reduce governance/red-flag risk; no pension accruals or tax gross-up disclosures for Ms. Davis in FY 2024-25 .