Jon Moeller
About Jon Moeller
Chairman of the Board, President and CEO of Procter & Gamble since November 2021; named Chairman in July 2022 and will transition to Executive Chairman effective January 1, 2026, as the Board separates the CEO and Chair roles during the CEO succession to Shailesh Jejurikar . Pay-versus-performance data show CAP and TSR linked outcomes: P&G TSR index values of 126.14 (FY21-22), 136.63 (FY22-23), 152.28 (FY23-24), and 150.71 (FY24-25), alongside GAAP net income of $14.8B, $14.7B, $15.0B, and $16.1B and Organic Sales Growth of 6.7%, 6.9%, 3.9%, and 1.8% respectively . FY 2024-25 strategic targets were 3–5% Organic Sales Growth, 5–7% Core EPS Growth, and 90% Adjusted FCF Productivity; actual results were +2% organic sales, +4% core EPS, and 87% FCF productivity, contributing to below-target annual bonus outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Procter & Gamble | President & CEO | Nov 2021–present (transitions to Executive Chairman 1/1/2026) | Led integrated strategy; oversaw global execution; Board determined separation of roles during 2026 CEO transition . |
| Procter & Gamble | Chairman of the Board | Jul 2022–present (Exec Chair 1/1/2026) | Unified leadership; later separation for orderly succession; Lead Director structure maintained . |
| Procter & Gamble | Vice Chairman & COO | 2021–2021/2022 | Oversaw Enterprise Markets (LatAm, India, MEA, SEA, Eastern Europe) and multiple global functions (IR, IT, GBS, Sales, Market Ops, Purchasing, Manufacturing, Distribution) . |
| Procter & Gamble | Vice Chairman, COO & CFO | 2019–2021 | Combined finance and operations leadership during portfolio optimization and M&A initiatives . |
| Procter & Gamble | Vice Chairman & CFO | 2017–2019 | Financial stewardship; strategy execution . |
| Procter & Gamble | Chief Financial Officer | 2009–2017 | Led global finance; significant transactions; regulatory engagement . |
External Roles
| Organization | Role | Years | Notes / Committees |
|---|---|---|---|
| Insulet Corporation | Director | Since Apr 2025 | Public company directorship (medical devices) . |
| Eli Lilly and Company | Director | Since 2024 | Public company directorship (pharma) . |
| Business Roundtable | Board/Member | N/A | Policy and governance engagement . |
| Consumer Goods Forum | Board/Member | N/A | Industry collaboration . |
| Alliance to End Plastic Waste | Board/Member | N/A | Sustainability focus . |
| Catalyst | Board/Member | N/A | Workplace inclusion . |
Fixed Compensation
| Fiscal Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus Paid ($) | Notes |
|---|---|---|---|---|
| 2024–25 | 1,637,500 | 200% | 1,887,600 | Annual salary increased to $1,650,000 effective 10/1/2024; STAR target unchanged; payout ≈57% of target . |
| 2023–24 | 1,600,000 | 200% | 4,086,400 | 2024 Say-on-Pay approval 90.65% . |
| 2022–23 | 1,600,000 | 200% | 4,712,000 | — |
Performance Compensation
Annual Bonus (STAR) – FY 2024–25
| Metric | Target / Weight | Actual | Payout contribution |
|---|---|---|---|
| Total Company Factor | 50% Organic Sales Growth target 4%; 50% Core EPS Growth target 6% | Organic +1.8%; Core EPS +3.6% | Total Company Factor 32% . |
| Business Unit Factor | Weighted average for CEO | 68% | Combined with 32% Company Factor to 57% of target award . |
| STAR Award ($) | Target $3,300,000 | Actual $1,887,600 | 57% of target; paid in cash . |
Long-Term Incentives – Program Structure
- PSP (Performance Stock Program): 3-year performance period; metrics and weightings: Relative Organic Sales Growth (30%), Core EPS Growth (30%), Constant Currency Core Before-Tax Operating Profit Growth (20%), Adjusted Free Cash Flow Productivity (20%), with a Relative TSR multiplier (125% top quartile/75% bottom quartile) .
- LTIP (Options/RSUs): Three-year cliff vesting; options 10-year term, exercise price at or above grant-day close; CEO grant form/amount set by C&LD Committee .
FY 2024–25 Long-Term Grants (Granted Oct 1, 2024)
| Instrument | Quantity | Exercise/Terms | Grant-Date Fair Value ($) |
|---|---|---|---|
| PSUs (PSP) | 50,567 | 3-year performance to 6/30/2027; settle Aug 2027 (deferrable) | 9,004,971 . |
| Stock Options (LTIP) | 180,388 | Exercise price $173.04; vest 10/1/2027 (non-forfeitable after year 1 due to retirement eligibility); expire 9/29/2034 | 6,562,515 . |
| RSUs (LTIP) | 12,642 | Cliff vest 10/1/2027 (retirement eligible: becomes non-forfeitable after year 1, pro-rata before) | 2,187,572 . |
| Total LTI value | — | — | 17,755,058 . |
Recent PSP Payout (Performance Period 7/1/2022–6/30/2025)
| Category | Target | Actual | Weight | Result |
|---|---|---|---|---|
| Relative Organic Sales Growth | 50th percentile | 50th percentile | 30% | 100% . |
| Constant Currency Core B-Tax Op Profit Growth | 7.0% | 10.3% | 20% | 166% . |
| Core EPS Growth | 5.3% | 5.5% | 30% | 104% . |
| Adjusted FCF Productivity | 90% | 95% | 20% | 120% . |
| Weighted Average | — | — | — | 118% . |
| Relative TSR Multiplier | — | Top quartile | — | 125% . |
| Final PSP Payout | — | — | — | 148% of target . |
Vesting and Delivery Cadence (Selling Pressure Indicators)
- Options: Next exercisability for 10/2/2023 grant on 10/2/2026; 10/1/2024 grant on 10/1/2027; three-year cliff vesting .
- RSUs: 10/3/2022 vest 10/1/2025; 10/2/2023 vest 10/2/2026; 10/1/2024 vest 10/1/2027; RSUs accumulate dividend equivalents .
- PSUs: FY24-27 cycle earned 6/30/2027; shares deliver Aug 2027 (unless deferred) .
Equity Ownership & Alignment
| Ownership Element | Detail |
|---|---|
| Beneficial ownership (Common) | Direct+PST: 268,465; Right to Acquire (within 60 days; includes options/awards): 580,644; Total: 849,108; RSUs (not counted as beneficial unless within 60 days): 91,726; each individual Director/NEO holds <0.036% of class . |
| Stock ownership guidelines | CEO required to hold 8x salary; as of 6/30/2025 the CEO exceeded the requirement . |
| Holding requirements | If not at guideline: CEO must hold net shares from option exercises/RSU/PSU settlements for at least 3 years; others 1 year . |
| Hedging/pledging | Prohibited for Directors and senior executives (no hedging, pledging, collars, short sales or similar derivatives) . |
| 2024–25 exercises/vests (realized) | Option exercise: 160,153 shares from 2/28/2019 grant; value realized $11,551,180. Stock awards vested: PSUs 89,360 ($14,236,835), RSUs 4,180 ($724,004), PST Restoration 1,958 ($327,102), RSUs 9,511 ($1,515,363) . |
| Outstanding awards (6/30/2025) | Unexercised options include 02/28/2020: 173,268 (exercisable) at $113.23; 10/01/2024: 180,388 (unexercisable) at $173.04; PSUs unearned 57,511 (2023 grant) and 51,517 (2024 grant); RSUs not vested 3,170 (2024 LTIP) . |
Employment Terms
| Scenario (as of 6/30/2025) | Salary ($) | STAR ($) | LTIP ($) | PSP ($) | EGLIP ($) | Total ($) |
|---|---|---|---|---|---|---|
| Voluntary separation/for cause | 0 | 0 | 0 | 0 | 0 | 0 |
| Written separation agreement | 1,650,000 | 0 | 6,074,757 | 15,318,419 | 0 | 23,043,176 |
| Retirement or disability | 0 | 0 | 6,074,757 | 15,318,419 | 0 | 21,393,176 |
| Change in control | 0 | 0 | 6,579,878 | 17,370,341 | 0 | 23,950,219 |
| Death | 0 | 0 | 6,579,878 | 17,370,341 | 4,950,000 | 28,900,219 |
- No individual employment contracts or special executive severance/golden parachutes; severance (if encouraged to separate) is discretionary up to 1x salary .
- Equity plan “double trigger” CoC: Awards generally continue on original terms if assumed; vesting accelerates only upon qualifying termination within 2 years post-CoC or if awards are not assumed; performance awards settle based on actual or target if not determinable; prohibits option repricing/backdating; minimum 1-year vesting on equity .
Board Governance (including dual-role implications)
- During FY 2024–25, the Board reaffirmed combined CEO/Chair roles for Moeller with an independent Lead Director (Joseph Jimenez) and robust lead duties; the Board decided to separate roles effective January 1, 2026, electing Moeller as Executive Chairman to ensure continuity as Jejurikar becomes CEO . Moeller, as an employee Director, is not independent under NYSE standards; all Committees are fully independent .
- Board/Committee meetings: 6 Board meetings and 21 Committee meetings in FY 2024–25; average attendance ~98%; all Directors met at least 75% attendance .
- Governance safeguards: executive sessions of independent Directors each regular meeting; insider trading policy prohibits hedging/pledging; recoupment policies; ownership requirements .
Director and Shareholder Signals
- Say-on-Pay approval: 90.65% at 2024 annual meeting, indicating strong shareholder support for pay design .
- Equity plan discipline: historic simple burn rate 0.44% in FY 2024–25; plan prohibits repricing/backdating and includes clawbacks .
Compensation Structure Analysis
- Mix and leverage: About 89% of NEO pay tied to performance, with heavy allocation to long-term (PSP/LTIP) and balanced metrics (sales, EPS, profit, FCF) plus relative TSR modifier .
- Downside sensitivity: FY 2024–25 below-target results yielded 57% of STAR target for Moeller, demonstrating formulaic downside .
- Goal rigor and transparency: PSP goal grids for FY 2024–27 set clear percentile/thresholds; realized 148% payout for FY 2022–25 reflects top-quartile TSR and solid profit/FCF outcomes .
- Governance features: Double-trigger CoC; no excise tax gross-ups; no special executive retirement programs; anti-hedging/pledging; clawback policies under Dodd-Frank and company policy .
Equity Vesting Schedules (near-term supply watch)
| Award | Key Date(s) | Notes |
|---|---|---|
| LTIP RSUs (10/03/2022) | Vest 10/01/2025 | Standard 3-year cliff; dividend equivalents . |
| LTIP Options (10/02/2023) | Vest 10/02/2026 | 3-year cliff; 10-year term . |
| LTIP Options/RSUs (10/01/2024) | Vest 10/01/2027 | Retirement-eligible non-forfeitable after year 1; options expire 9/29/2034 . |
| PSP (10/02/2023, 10/01/2024) | Earn 6/30/2026 and 6/30/2027; deliver Aug following | Relative TSR modifier applies; deferral election available . |
Investment Implications
- Pay-for-performance alignment appears strong: below-target annual outcomes reduced cash bonuses, while multi-metric PSP and a TSR modifier rewarded longer-term value creation (148% for FY22–25), supporting incentive quality and reducing short-termism risk .
- Selling pressure: Upcoming 2025–2027 vest/delivery windows (RSUs in 2025–27, options in 2026–27, PSUs in Aug 2027) create periodic supply; however, high ownership requirements and an explicit prohibition on pledging/hedging mitigate adverse alignment and forced-sale risks .
- Governance and CoC protections: Double-trigger CoC and lack of special severance/gross-ups lower parachute risk; robust clawbacks add downside accountability—a positive for investors focused on governance quality .
- Leadership transition: The January 2026 move to separate CEO/Chair, with Moeller as Executive Chairman, provides continuity and oversight during CEO transition—reducing execution risk while preserving independent Lead Director oversight .