Robert Portman
About Robert Portman
Robert J. Portman is an independent director at The Procter & Gamble Company (PG), appointed April 11, 2023. He is a former U.S. Senator from Ohio (2011–2023), previously served as U.S. Trade Representative (2005–2006) and Director of the Office of Management and Budget (2006–2007), and holds a J.D. from the University of Michigan. He currently serves as a Distinguished Visiting Fellow at the American Enterprise Institute and founded the Portman Center for Policy Solutions at the University of Cincinnati; he is also on the board of the National Park Foundation and the advisory board of American Rivers. His board-relevant expertise spans government/regulatory policy, international trade and tax, and technology/cybersecurity (founder of the Senate AI Caucus; co-authored the Cyber Incident Reporting for Critical Infrastructure Act of 2022).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Senate (Ohio) | U.S. Senator | 2011–2023 | Foreign Relations Committee; legislative leadership across infrastructure, trade, energy, taxes, workforce; >200 bills enacted across R/D administrations |
| Executive Office of the President | Director, Office of Management and Budget | 2006–2007 | Oversaw executive budget and federal agency performance |
| Executive Office of the President | U.S. Trade Representative | 2005–2006 | Led U.S. trade policy; global tax/trade expertise |
| White House (G.H.W. Bush Admin.) | Associate Counsel; Director of Legislative Affairs | 1989–1991 | Legal and legislative roles in the White House |
| Private Practice | Attorney | Early career | Legal background supports governance oversight |
External Roles
| Organization | Role | Focus/Impact |
|---|---|---|
| American Enterprise Institute | Distinguished Visiting Fellow in Public Policy | Bipartisan policy and governance focus |
| University of Cincinnati (Portman Center) | Founder | Civility and bipartisanship in public leadership |
| National Park Foundation | Board Member | Conservation and stewardship |
| American Rivers | Advisory Board Member | Environmental and water stewardship |
Board Governance
- Independence: PG’s Board determined that all nominees except the CEO and COO are independent; Mr. Portman is independent under NYSE and Board guidelines.
- Current committee assignments: Governance & Public Responsibility (G&PR); Innovation & Technology (I&T). He is not a chair.
- Initial committee assignments upon appointment (history): Audit and G&PR (April 11, 2023).
- Attendance and engagement: In FY 2024–25, PG’s Board held 6 meetings and committees 21 meetings; average attendance ~98% among incumbents and none attended <75%. All directors attended the October 8, 2024 annual meeting.
- Lead Independent Director: Joseph Jimenez (not Portman); Board held 8 independent executive sessions in FY 2024–25.
- Shareholder engagement and rights: Ongoing outreach with directors available when appropriate; proxy access, special meeting rights, simple majority voting.
- Ethics, trading, and conflicts: PG prohibits director hedging/short sales/pledging; has robust related-person transaction review. Other than a disclosed spousal employment item unrelated to Mr. Portman, no related-person transactions requiring approval were identified.
Fixed Compensation (Non‑Employee Director)
| Component (FY 2024–25) | Amount (USD) | Notes |
|---|---|---|
| Annual Retainer | $120,000 | Paid quarterly; directors may elect cash, RSUs, or stock |
| Committee Chair/Lead Fees | $0 | Not a chair/lead (Lead: $50k; Audit Chair: $30k; C&LD Chair: $25k; G&PR/I&T Chairs: $20k) |
| Fees taken as RSUs (election) | $30,000 | Mr. Portman elected $30,000 in RSUs (grant date fair value $30,496) |
| All Other Compensation | $0 | Standard travel/insurance program; no payments in FY 2024–25 |
| Total Fixed + Fees | $120,000 | Fees earned or paid in cash; elections as noted |
Ownership guidelines: Non‑employee directors must hold stock/RSUs worth 6x the annual retainer; all non‑employee directors either meet or are on track within the 5‑year window.
Performance Compensation (Equity and Award Mechanics)
Directors receive an annual RSU grant (time-based; not performance-conditioned) post-election at the annual meeting, plus quarterly dividend equivalent RSUs. Beginning with the October 2025 grant, settlement occurs on the one‑year service date with an option to defer until after board service.
| Equity/Metric | Detail | Evidence |
|---|---|---|
| Annual RSU Grant (Oct 8, 2024) | $220,000 value; RSUs vest after one year; dividend equivalents accrue quarterly; settle in shares ≥1 year after leaving the Board (for 2024 grant) | |
| Unvested RSUs Outstanding (as of Jun 30, 2025) | 1,334 RSUs (includes dividend equivalents on the Oct 8, 2024 grant) | |
| New Settlement Policy (from Oct 2025 grant) | Settlement on one‑year service date; deferral option to post‑service | |
| FY 2024–25 Stock Award (Proxy Table) | $220,000 | |
| FY 2024–25 Total Director Compensation (Proxy Table) | $340,000 (Fees $120,000 + Stock Awards $220,000) |
Note: Director equity is time‑based; there are no TSR/financial performance metrics attached to non‑employee director RSUs.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Mr. Portman in PG’s proxy biography |
| Not‑for‑profit/Academic boards | National Park Foundation (Board); American Rivers (Advisory); AEI (Distinguished Visiting Fellow); Portman Center (Founder, Univ. of Cincinnati) |
| Related-party or interlocks with PG customers/suppliers | None disclosed |
Expertise & Qualifications
- Government/regulatory/public policy expertise across three decades in Congress and executive branch (USTR, OMB); global trade/tax insight; execution oversight of federal budgeting and agency performance.
- Technology/cybersecurity/AI policy expertise (founding Senate AI Caucus; co-authored Cyber Incident Reporting for Critical Infrastructure Act of 2022).
- Environmental stewardship and governance (roles with National Park Foundation, American Rivers).
Equity Ownership
- Current beneficial ownership snapshot (post‑transaction position): 4,894.5944 shares following an October 14, 2025 director equity award of 1,475 shares.
- Initial filing: Form 3 showed 0 shares at appointment (April 2023).
- Hedging/pledging: Prohibited for directors by PG policy.
- Ownership guidelines: 6x retainer; all non‑employee directors meet/on track within 5 years.
Insider Transactions (key recent records; oldest → newest)
| Transaction Date | Type | Shares Acquired | Post‑Transaction Ownership | Source (SEC Form 4 URL) |
|---|---|---|---|---|
| 2023‑06‑13 | Award (dividend equivalents) | 46 | 46 | |
| 2023‑09‑12 | Award (dividend equivalents) | 50 | 96.2788 | |
| 2023‑10‑10 | Annual director grant | 1,520 | 1,616.2788 | |
| 2023‑12‑12 | Award (dividend equivalents) | 52 | 1,678.3222 | |
| 2024‑10‑08 | Annual director grant | 1,309 | 3,153.6365 | |
| 2024‑12‑10 | Award (dividend equivalents) | 44 | 3,216.4489 | |
| 2025‑06‑10 | Award (dividend equivalents) | 47 | 3,348.7485 | |
| 2025‑10‑14 | Annual director grant | 1,475 | 4,894.5944 |
Form 3 reference (initial appointment):
Governance Assessment
- Strengths supporting investor confidence:
- Independence, with no disclosed related‑party transactions; PG’s Related Person Transaction Policy identified only an item unrelated to Mr. Portman; otherwise none requiring approval.
- Relevant oversight skills on G&PR and I&T (policy, sustainability, emerging tech/cyber); aligns with PG’s strategic and risk oversight focal points.
- High board attendance culture (avg ~98%), strong director stock ownership requirements (6x retainer), and prohibition on hedging/pledging.
- Shareholder engagement and Say‑on‑Pay support (90.65% in 2024) indicate alignment with investors.
- Potential risks/red flags:
- None observed specific to Mr. Portman: no attendance shortfall disclosed; no interlocks or related‑party exposures; director equity is time‑based with deferred settlement, consistent with market standards.
Bottom line: Portman adds material regulatory, trade, and cybersecurity/AI oversight expertise to PG’s board with clean independence and alignment signals (ownership guidelines, no pledging), and no evident conflict-of-interest risks.