Shailesh Jejurikar
About Shailesh Jejurikar
Shailesh Jejurikar is Procter & Gamble’s Chief Operating Officer and CEO-elect, age 58, elected President & CEO effective January 1, 2026; he was nominated and elected as a Director in October 2025 and serves as an employee Director (non‑independent) . He joined P&G in 1989 and has a 36‑year track record leading global businesses and operations across geographies, sectors, and functions, including Fabric & Home Care and Enterprise Markets, with recognized execution in innovation, supply chain, and brand-building . Company performance under the FY2022‑2025 PSP cycle paid 148% of target, driven by top‑quartile relative TSR and strong constant‑currency operating profit and cash productivity; FY2024‑25 delivered +2% organic sales, +4% core EPS, and 87% adjusted FCF productivity, below targets and resulting in below-target annual bonus payouts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Procter & Gamble | Chief Operating Officer | 2021–present | P&L responsibility for Enterprise Markets; accountability for IT, GBS, Sales, Market Ops, Purchasing, Manufacturing, Distribution, New Business; led renewed strategies in supply chain, IT, and GBS . |
| Procter & Gamble | CEO – Global Fabric & Home Care | 2019–2021 | Delivered industry-leading results via innovation, synchronized supply chain, brand-building, and sales . |
| Procter & Gamble | President – Global Fabric & Home Care Sector | 2018–2019 | Sector leadership across portfolios, commercial strategy . |
| Procter & Gamble | President – Global Fabric Care | 2015–2018 | Global brand development and end‑to‑end business management . |
| Procter & Gamble | Executive Sponsor, Global Sustainability | 2016–2021 | Integrated sustainability into daily business for value creation . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Otis Worldwide Corporation | Director | 2020–present | Public board governance; industrial operations exposure . |
| Cincinnati Center City Development Corporation | Chair | Current | Urban core revitalization; civic leadership and stakeholder engagement . |
Fixed Compensation
| Component | FY2024–25 (COO) | Notes |
|---|---|---|
| Base Salary ($) | 1,162,500 | Effective Oct 1, 2024 (+4.4%) . |
| STAR Target (% of Salary) | 130% | Unchanged; set versus peer benchmarks . |
| STAR Actual ($) | 873,730 | Paid 57% of target; he elected 100% in stock options . |
| Component | CEO Terms (effective Jan 1, 2026) | Notes |
|---|---|---|
| Base Salary ($) | 1,600,000 | Per Item 5.02 8‑K . |
| Annual Incentive Target | 200% of salary | Per Item 5.02 8‑K . |
| Long‑Term Incentive Award ($) | 14,000,000 | ~50% PSP; ~50% LTIP (mix per grant cycle) . |
Performance Compensation
Annual Bonus (STAR) – FY2024–25
| Metric | Weighting | Target | Actual | Payout Factor | Notes |
|---|---|---|---|---|---|
| Business Unit Performance (weighted average) | 70% | Programmed goal set by STAR Committee | 68% | 68% | Determined via six BU metrics (organic sales, operating profit, FCF productivity, value share, operating TSR, internal controls) . |
| Total Company Factor | 30% | Organic Sales + Core EPS (each 50%) | Org Sales 1.8%; Core EPS 3.6% | 32% | ESG Factor applied at 100% (no change); ESG factor removed in FY2025–26 . |
| Result (as % of Target) | — | — | — | 57% | Mr. Jejurikar’s STAR payout 57% of target; taken entirely as stock options . |
FY2024–25 Long‑Term Incentive Grants (Oct 1, 2024)
| Grant Type | Units | Grant Date Fair Value ($) | Vesting/Term |
|---|---|---|---|
| PSP (PSUs) | 19,834 | 3,532,039 | 3‑year performance period to FY2026–27; relative TSR modifier applies . |
| LTIP (Options) | 94,338 | 3,432,016 | 3‑year cliff vest; 10‑year expiration . |
PSP Goal Framework (Performance Period: Jul 1, 2024–Jun 30, 2027)
| Metric | Weight | Target | Payout Curve (selected points) |
|---|---|---|---|
| Relative Organic Sales Growth (percentile vs peer group) | 30% | 50th percentile | 80th=200%; 70th=167%; 60th=133%; 50th=100%; 40th=67%; 30th=33%; <20th=0% . |
| Constant‑Currency Core Before‑Tax Operating Profit Growth | 20% | 6.3% CAGR | ≥11.3%=200%; 9.6%=167%; 8.0%=133%; 6.3%=100%; 4.6%=67%; 3.0%=33%; ≤1.3%=0% . |
| Core EPS Growth | 30% | 6.7% CAGR | ≥11.7%=200%; 10.0%=167%; 8.4%=133%; 6.7%=100%; 5.0%=67%; 3.4%=33%; ≤1.7%=0% . |
| Adjusted Free Cash Flow Productivity | 20% | 90% | ≥115%=200%; 107%=167%; 98%=133%; 90%=100%; 82%=67%; 73%=33%; ≤65%=0% . |
| Relative TSR Multiplier | Modifier | — | Top quartile=125%; bottom quartile=75% . |
PSP Realized (Performance Period: Jul 1, 2022–Jun 30, 2025)
| Metric | Weight | Target | Actual | Result |
|---|---|---|---|---|
| Relative Organic Sales Growth | 30% | 50th percentile | 50th percentile | 100% . |
| Constant‑Currency Core Before‑Tax Operating Profit Growth | 20% | 7.0% | 10.3% | 166% . |
| Core EPS Growth | 30% | 5.3% | 5.5% | 104% . |
| Adjusted Free Cash Flow Productivity | 20% | 90% | 95% | 120% . |
| Weighted Avg of Performance Factors | — | — | — | 118% . |
| Relative TSR Modifier | — | — | Top quartile | 125% . |
| Final PSP Payout | — | — | — | 148% . |
| Executive | Initial PSUs + Div Equiv (#) | PSP Payout Factor | Final PSUs (#) | Market Value ($) |
|---|---|---|---|---|
| Shailesh Jejurikar | 20,820 | 148% | 30,814 | 4,909,286 @ $159.32 . |
Vesting and Retirement Eligibility: PSP awards are wholly forfeitable until the earlier of June 30, 2027 or retirement eligibility; for retirement‑eligible NEOs (including Mr. Jejurikar), awards become non‑forfeitable after the first anniversary, with pro‑rata non‑forfeitability during year one; dividend equivalents accrue .
Equity Ownership & Alignment
| Ownership Category (as of Jun 30, 2025) | Amount | Notes |
|---|---|---|
| Direct & PST common shares | 3,000 | Direct and Profit Sharing Trust . |
| Right to acquire (within 60 days) | 670,977 | Includes vested options and near‑term deliverables (e.g., PSP delivery Aug 2025) . |
| Trusteeships & family holdings | 37,606 | Indirect holdings . |
| Total beneficial ownership (common) | 711,583 | <0.036% of class . |
| RSUs (not “beneficially owned”) | 15,097 | No voting until delivery; retirement/PST restoration treatments apply . |
| Series A ESOP Convertible Preferred (PST) | 1,001 | <0.25% for any NEO . |
Stock Ownership Guidelines: CEO must own ≥8x salary; other NEOs ≥4x salary; Directors ≥6x annual retainer; hedging, short sales, pledging, collars prohibited for Directors and senior executives (alignment positive; pledging/hedging red flags mitigated) .
Selected Outstanding Equity (FY‑end snapshot):
| Grant | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|
| LTIP 02/28/2018 | 105,170 | — | 78.52 | 02/28/2028 . |
| LTIP 02/28/2019 | 105,559 | — | 98.55 | 02/28/2029 . |
| LTIP 02/28/2020 | 110,501 | — | 113.23 | 02/28/2030 . |
| STAR 09/15/2020 | 71,780 | — | 138.63 | 09/13/2030 . |
| LTIP 10/01/2021 | 92,166 | — | 139.58 | 10/01/2031 . |
| STAR 09/15/2022 | — | 56,618 | 137.44 | 09/15/2032 . |
| LTIP 10/03/2022 | — | 42,102 | 128.51 | 10/01/2032 . |
| LTIP 10/02/2023 | — | 92,079 | 145.19 | 09/30/2033 . |
| STAR 09/13/2024 | — | 13,046 | 174.08 | 09/13/2034 . |
| LTIP 10/01/2024 | — | 94,338 | 173.04 | 09/29/2034 . |
| PSP PSUs 10/02/2023 | — | — | — | 22,645 unearned PSUs ($3,607,801 MV) . |
| PSP PSUs 10/01/2024 | — | — | — | 20,207 unearned PSUs ($3,219,379 MV) . |
Program Mechanics: LTIP options 3‑year cliff vest, 10‑year term; RSUs 3‑year cliff vest; PSP settles after 3 years with relative TSR modifier; RSUs/options/PSUs have no voting rights until delivery; dividend equivalents may accrue per award terms .
Employment Terms
Severance & CIC Economics:
- No individual employment contracts requiring severance; severance may be paid up to 1× salary only if the Company encourages separation (discretionary) .
- Element treatments by separation scenario (Company‑wide policy):
- STAR: Prorated if employed less than full year; no acceleration; ESG factor applied in FY2024–25, removed FY2025–26 .
- LTIP (options/RSUs): On encouraged separation/retirement/disability, awards retained and pay on original terms; before first anniversary, prorated; death accelerates; CIC treatment depends on plan and assumption .
- PSP: On encouraged separation/retirement/disability/death, retained and settled per original terms; CIC—assumed awards continue unless involuntary termination without cause or resignation for good reason within 2 years (double‑trigger); if not assumed, performance awards are settled based on actual (if determinable) or target at CIC (single‑trigger on non‑assumption) .
- Change in Control definitions and double‑trigger provisions specified in the 2025 Plan; assumed awards vest if terminated without cause or for “good reason” within 2 years post‑CIC; otherwise follow original schedules .
- Clawbacks: Dodd‑Frank mandatory policy and an additional recoupment policy for other senior executives in the event of a financial restatement; insider trading policy prohibits hedging/pledging .
Deferred Compensation & Retirement:
- Executive Deferred Compensation Plan: ability to defer up to 100% STAR and up to 75% salary; no above‑market interest credited .
- Retirement programs: PST and PST Restoration (RSUs for tax limits), International Retirement Plan (IRP) RSUs for ineligible locations; Global IRA supplemental benefits—Mr. Jejurikar participates in Global IRA .
Perquisites:
- Limited benefits (financial planning stipend/provider, annual physicals, local transportation, security, group life insurance program closed to new participants); no tax gross‑ups for financial planning or aircraft use (CEO required to use company aircraft; taxes borne by executive) .
Board Governance
- Board Service: Elected Director in Oct 2025 following nomination; serves as employee Director (non‑independent) .
- Committee Memberships: All Board Committees are fully independent under NYSE standards; employee Directors (including Mr. Jejurikar) are not members of Board Committees .
- Board Structure: Roles of CEO and Chair separated effective Jan 1, 2026 (Executive Chair: Jon Moeller; CEO: Shailesh Jejurikar), mitigating CEO‑Chair dual‑role concerns; active Lead Director (Joseph Jimenez); regular executive sessions .
- Attendance: Incumbent Directors attended ~98% of combined Board and Committee meetings in FY2024‑25; six Board meetings held .
- Director Compensation: Employee Directors receive no Board fees or RSU grants; the proxy notes Mr. Jejurikar will not receive compensation for Director service .
Director Compensation (for non‑employee directors; for reference)
- Annual RSU grant $220,000 (one-year vest, settlement rules), retainer $120,000; additional retainers for Lead Director and Chairs; ownership guideline 6× retainer .
Compensation Peer Group & Shareholder Feedback
- Peer groups: Compensation decisions benchmarked against a global peer set; PSP uses consumer products peers for relative organic sales growth and TSR multiplier; Committee engaged Meridian Compensation Partners as independent consultant; no changes to comp peer group in FY2024‑25 .
- Say‑on‑Pay: 2024 approval 90.65% (strong support) .
Multi‑Year Compensation (Summary Compensation Table)
| Year | Salary ($) | Bonus/STAR ($) | Stock Awards ($) | Option Awards ($) | Change in Pension/Deferred ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2022–23 | 1,037,500 | 1,932,656 | 3,911,800 | 1,250,008 | 0 | 74,083 | 8,206,047 |
| 2023–24 | 1,106,250 | 1,867,613 | 3,477,569 | 3,150,023 | 280,000 | 76,632 | 9,958,087 |
| 2024–25 | 1,162,500 | 873,730 | 3,640,460 | 3,432,016 | 401,000 | 81,981 | 9,591,687 |
Equity Ownership & Vesting Calendar Highlights
- Next cliff vest dates: LTIP options/RSUs granted Oct 2024 and STAR options Sept 2024 vest in Sept/Oct 2027; prior grants from 2022–2023 vest in 2025–2026; PSP cycles settle in Aug following each performance period (e.g., Aug 2027 for FY2024‑27) .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (alignment positive) .
- No individual severance guarantees; CIC protection largely double‑trigger for assumed awards (balanced, shareholder‑friendly) .
- No related‑party transactions disclosed for Mr. Jejurikar; only one separate related‑party employment situation reviewed for another executive’s spouse .
- FY2024‑25 below-target annual results drove below-target STAR payouts (discipline in pay‑for‑performance) .
Employment & Contracts
- No term employment contracts, auto‑renewal clauses, or tax gross‑ups; separation handled via standard company agreements; non‑compete/non‑solicit terms are within award agreements and plan/Company policy frameworks (award agreements govern vesting and post‑termination treatment) .
Investment Implications
- Alignment: Heavy equity mix (PSP + options) and share ownership guidelines, plus prohibition on pledging/hedging, support shareholder alignment; PSP top‑quartile TSR outcome indicates value creation in prior cycle .
- Near‑term selling pressure: 100% of FY2024‑25 STAR taken in options and multiple unexercisable grants suggest limited near‑term saleable equity; key option and PSU cliffs in 2026–2027 could create future liquidity windows .
- Governance: Separation of CEO and Chair roles upon his appointment mitigates dual‑role risk; as an employee Director, he is non‑independent and not on committees, keeping oversight within independent committees .
- Pay‑for‑performance: Below‑target FY2024‑25 annual outcomes translated into a 57% of target bonus, while long‑term incentives remain performance‑conditioned with double‑trigger CIC protections—reducing windfall risk and supporting disciplined capital allocation .