Susan Street Whaley
Chief Legal Officer and Secretary at PG
Executive
About Susan Street Whaley
Chief Legal Officer and Secretary at Procter & Gamble (PG), appointed a Section 16 officer effective July 1, 2022, following prior senior legal leadership roles across North America, practice groups and sector business units . She is 51 years old as of August 4, 2025 and has been an executive officer since 2022 . Company performance context relevant to incentive design: FY 2024-25 net income was $16.1B, organic sales growth was 1.8%, and the value of a $100 investment in PG’s TSR framework was $150.71, versus $170.04 for the S&P 500 Consumer Staples Index, driving below-target annual bonus outcomes that year and a PSP payout of 148% for the 2022–2025 cycle based on financials and top-quartile relative TSR .
Past Roles
| Organization | Role | Years | Strategic impact / evidence |
|---|---|---|---|
| Procter & Gamble | Chief Legal Officer & Secretary | 2022–present | Appointed Section 16 officer effective 7/1/2022; listed as executive officer in 2023–2025 10-Ks . |
| Procter & Gamble | SVP & General Counsel – North America, Practice Groups & Sector Business Units | 2019–2022 | Senior legal leadership for NA, practice groups and sector units (disclosed in exec officer bios) . |
| Procter & Gamble | VP & General Counsel – North America, Global Go‑To‑Market & Practice Groups, and Global Business Units | 2016–2019 | Broader commercial and global BU legal coverage (exec officer bios) . |
| Procter & Gamble | Assistant Secretary | 2015–2016 | Corporate secretary function; executed multiple SEC filings as Assistant Secretary . |
External Roles
No public company board or external directorships disclosed in PG filings reviewed (executive officer bios and proxy materials) .
Fixed Compensation
- Base salary is determined via peer benchmarking and role scope; salary progression is linked to performance and market position under PG’s framework (specific salary for Ms. Whaley not disclosed because she is not an NEO) .
- Annual cash incentive program (STAR) applies to senior executives with targets set as a % of salary; the Company factor is based on organic sales growth and core EPS growth; executives may elect stock options in lieu of cash (individual target/payout for Ms. Whaley not disclosed) .
Performance Compensation
Annual Bonus (STAR) – Company Design and Latest Actuals (FY 2023–24)
| Metric | Weighting | Target | Actual | Payout / Factor | Notes |
|---|---|---|---|---|---|
| Organic Sales Growth | 50% (Company Factor) | 4.5% | 3.9% | Included in 120% Company Factor | Company factor equally weighted: OSG and Core EPS Growth . |
| Core EPS Growth | 50% (Company Factor) | 7.5–8.5% | 11.7% | Included in 120% Company Factor | Outperformance on Core EPS supported higher factor . |
| ESG Factor | Modifier | 100% | 100% | No change to 120% Company Factor | ESG Factor removed for FY 2025–26 going forward . |
- STAR formula also includes a weighted Business Unit Performance Factor (70%) with the ESG‑adjusted Company Factor at 30% for NEOs; executives may elect options instead of cash, creating potential three‑year vesting overhang of sales supply when those options vest .
Long‑Term Incentives – Performance Stock Program (PSP) Structure
| Metric | Weighting | Target | Actual (2012–2025 cycle) | Payout |
|---|---|---|---|---|
| Relative Organic Sales Growth (percentile) | 30% | 50th percentile | 50th percentile | 100% |
| Constant Currency Core Before‑Tax Operating Profit Growth (3‑yr CAGR) | 20% | 7.0% | 10.3% | 166% |
| Core EPS Growth (3‑yr CAGR) | 30% | 5.3% | 5.5% | 104% |
| Adjusted Free Cash Flow Productivity | 20% | 90% | 95% | 120% |
| Relative TSR Multiplier | Adj. | 100% baseline | Top quartile | 125% |
| Final PSP Payout | — | — | — | 148% |
- New cycle PSP goalposts (FY 2024–25 to FY 2026–27) maintain balanced design across Relative Organic Sales Growth, Constant Currency Core BTOP, Core EPS Growth, and Adjusted FCF Productivity with 0–200% payout curves and a relative TSR multiplier (75% bottom quartile, 125% top quartile) .
Long‑Term Incentive (LTIP) – Vesting Mechanics
- Stock options: three‑year cliff vest; 10‑year term; subject to earlier expiration on certain terminations .
- RSUs: three‑year cliff vest with share delivery upon vesting (with dividend equivalents) .
- STAR-in-lieu-of-cash options also vest on a three‑year schedule (e.g., FY 2023–24 STAR options become exercisable 9/13/2027) .
Equity Ownership & Alignment
Beneficial Ownership Snapshot (Initial Section 16 Filing)
| As of (Form) | Security | Amount | Ownership form | Notes |
|---|---|---|---|---|
| 2022-07-07 (Form 3) | Common Stock | 5,131.0191 | Direct (D) | Initial statement of beneficial ownership upon becoming CLO & Secretary . |
| 2022-07-07 (Form 3) | Common Stock | 7,449.6526 | Indirect (I) | By Retirement Plan Trustee (PST/ESOP) . |
| 2022-07-07 (Form 3) | Series A ESOP Preferred | 2,062.9676 | Indirect (I) | Convertible to common per plan mechanics . |
Option Grants Disclosed on Form 3 (Existing Grants at Appointment)
| Derivative | Date First Exercisable | Expiration | Underlying Shares (#) | Exercise Price ($) | Ownership |
|---|---|---|---|---|---|
| Stock Option (LTIP) | 02/28/2023 | 02/28/2030 | 5,263 | 113.23 | Direct |
| Stock Option (LTIP) | 09/29/2023 | 10/01/2030 | 7,730 | 139.24 | Direct |
| Stock Option (LTIP) | 10/01/2024 | 10/01/2031 | 8,365 | 139.58 | Direct |
- Stock ownership requirements: Executive Share Ownership Program requires executives to hold a multiple of salary; for NEOs other than CEO the requirement is 4x salary (CEO 8x). As of June 30, 2025, all NEOs exceeded requirements (individual compliance for Ms. Whaley not disclosed) .
- Pledging/hedging: Company policy prohibits hedging, short sales, pledging, collars and other derivative transactions by directors and senior executives; trading permitted during post‑earnings windows or under approved 10b5‑1 plans .
- Clawbacks: Dodd‑Frank recoupment policy (mandatory) for Section 16 officers and a separate recoupment policy for other senior executives; equity plans also include recovery provisions for conduct contrary to company interests .
Employment Terms
- No individual employment agreements or special “golden parachute” severance for executives; where the Company encourages a U.S. employee to terminate (not for cause), a separation allowance of up to one year’s salary may be provided based on years of service (not guaranteed) .
- Change‑in‑control: Company states it does not grant equity awards that vest immediately solely on account of a change in control .
- Tax gross‑ups: Generally not provided for personal income taxes on executive or severance benefits, with limited exceptions for expatriate-related items or certain acquisition‑related pre‑existing obligations .
Performance & Track Record (Company context influencing incentives)
| Fiscal Year | PG TSR – $100 Base | S&P 500 Staples TSR – $100 Base | Net Income ($B) | Organic Sales Growth |
|---|---|---|---|---|
| 2024–25 | 150.71 | 170.04 | 16.1 | 1.8% |
| 2023–24 | 152.28 | 151.60 | 15.0 | 3.9% |
| 2022–23 | 136.63 | 140.17 | 14.7 | 6.9% |
- FY 2024–25 targets were 3–5% Organic Sales Growth, 5–7% Core EPS Growth, and 90% Adjusted FCF Productivity; actuals were below target ranges, contributing to below‑target STAR outcomes for that year .
- PSP (2022–2025) paid 148% of target, with strong cash conversion and profit growth plus a top‑quartile relative TSR multiplier .
Say‑on‑Pay & Peer Group
| Year/Meeting | Result / Update |
|---|---|
| 2024 Annual Meeting | Say‑on‑pay approval 90.65% FOR . |
| 2022 Annual Meeting | “More than 92%” Say‑on‑pay support (disclosed in 2023 proxy) . |
| 2025–26 Compensation Peer Group | Eli Lilly added; Mondelez and 3M removed (used for FY 2025–26 decisions) . |
Governance, Risk Indicators & Policies Relevant to Alignment
- Anti‑hedging/pledging policy covering senior executives and related persons/entities; trades limited to post‑earnings windows or pre‑cleared alternatives .
- Dual recoupment framework (Dodd‑Frank mandatory for Section 16 officers; senior executive policy broader) and plan‑level recovery provisions for misconduct .
- Strong say‑on‑pay results signal broad investor support for pay‑for‑performance design .
- No special executive employment agreements or single‑trigger vesting upon change‑in‑control; limited separation allowance framework moderates severance risk .
Compensation Structure Analysis (Design levers)
- High at‑risk mix: Majority of senior executive compensation delivered via PSP and LTIP with 3‑year horizons and a relative TSR modifier, reducing near‑term gaming and anchoring outcomes to multi‑year value creation .
- STAR metrics tied to organic sales and core EPS, with BU and company weighting; ESG factor removed prospectively (FY 2025–26), simplifying the model and focusing on financial drivers .
- Options/RSUs 3‑year cliff vest create predictable potential supply of insider liquidity around vesting dates, bounded by trading windows and holding requirements where applicable .
Expertise & Qualifications (from filings)
- Career P&G legal executive with progressive responsibility, including GC roles across North America and global commercial/legal functions, and corporate secretary responsibilities; executive officer since 2022 .
- No education or certification details disclosed in the company documents reviewed .
Investment Implications
- Alignment: Strong pay‑for‑performance architecture (PSP weighted to profit growth, cash productivity and relative TSR; STAR tied to organic sales and core EPS) supports shareholder alignment and reduces earnings‑management risk; say‑on‑pay support remains high .
- Retention/selling pressure: Three‑year cliff vesting on options/RSUs and share ownership/holding requirements constrain near‑term selling; monitor future Form 4s around vesting anniversaries and post‑earnings windows for any pattern of liquidity events .
- Governance risk mitigants: Prohibitions on hedging/pledging and robust clawback regime reduce downside governance risk; absence of special executive employment agreements and single‑trigger CIC vesting lowers severance/change‑in‑control risk .
- Performance execution: FY 2024–25 saw below‑target results on key financial measures (contributing to lower annual bonus outcomes), yet the multi‑year PSP still paid above target on strong profit/cash conversion and relative TSR—underscoring the design’s emphasis on durable multi‑year value creation rather than single‑year prints .