Clorox Co DEF 14A, filed Oct 4, 2024

Clorox Co (CLX)

DEF 14A 2024-10-04 For: 2024-11-20

View Original

Added on June 11, 2026

About this DEF 14A

Clorox Co filed this DEF 14A on October 4, 2024.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


☒	Filed by the Registrant	☐	Filed by a Party other than the Registrant

Check the appropriate box:
☐	Preliminary Proxy Statement
☐	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Under Rule 14a-12


Payment of Filing Fee (Check the appropriate box):
☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Proxy Summary	6
Our Company	11
Board of Directors	14
Proposal 1: Election of Directors	14
Corporate Governance and Board Matters	29
Executive Officers	39
Stock Ownership Information	40
Executive Compensation	42
Proposal 2: Advisory Vote to Approve Executive Compensation	42
Compensation Discussion and Analysis	43
Executive Compensation Tables	59
Equity Compensation Plan Information	77
Audit Committee Matters	78
Proposal 3: Ratification of Independent Registered Public Accounting Firm	78
Information About the Virtual Annual Meeting	81
Attending the Virtual Annual Meeting	86
Submitting Questions for the Virtual Annual Meeting	87
Appendix A: Management’s Discussion and Analysis of Financial Condition and Results of Operations	A-1
Appendix B: GAAP to Non-GAAP Reconciliation of Economic Profit	B-1


Frequently Requested Information
Our Corporate Purpose and Values, IGNITE Strategy and Integrated ESG Approach	12	ESG Governance	32
Our Director Nominees	15	Board Committees	35
Director Skills & Experience	22	Summary Compensation Table
Director Diversity & Tenure	24	Fiscal Year 2024	59
Board Leadership Structure	25	Fiscal Year 2024 PEO Pay Ratio	72
Board Risk Oversight	29	Fiscal Year 2024 Pay Versus Performance	72

The Clorox Company 2024 Proxy Statement > Letter from Our Board Chair and Chief Executive Officer	1


Board Structure and Independence		All of our director nominees are independent, except for our CEO
		Strong lead independent director with ability to call additional executive sessions of the independent directors, actively supervise meeting materials, agendas and schedules and, together with the MDCC and independent directors, monitor and evaluate the performance of the CEO
		100% independent Board committee members

Board Composition		Diverse Board with effective mix of skills, experiences, and perspectives
		Diverse Board committee leadership
		Active Board refreshment—average Board tenure is approximately 5.6 years (as of the Annual Meeting date; assumes election of all director nominees)
		Effective annual Board, Board committee, and individual director evaluation process
		Majority voting and director resignation policy in uncontested director elections

Board Oversight		Robust processes for overseeing key enterprise risks, including further enhancements in fiscal year 2024 to enterprise risk assessment process
		Board receives regular updates on key ESG topics from management and internal and external experts and consultants
		Strong Board and management succession planning process

Shareholder Rights and Accountability		Annual election of all directors
		Special meeting right for shareholders
		Proxy access right for shareholders
		Proactive shareholder engagement

Good Governance Practices		Robust code of conduct applicable to directors, officers and employees and annual training and certification process
		Rigorous stock ownership guidelines for directors and executives
		Directors and officers prohibited from hedging our stock, and Section 16 insiders are prohibited from pledging our stock under our insider trading policy
		Both our annual and long-term incentive plans include clawback provisions
		ESG achievements are a component of the holistic assessment of our executives’ performance in relation to compensation

The Board unanimously recommends a vote FOR each of the Board’s 11 nominees for director listed below. The Board believes that each nominee listed below is highly qualified and has the background, skills, experience, and attributes that qualify each nominee to serve as a director of the Company. See each nominee’s biographical information and the Director Nomination		and Evaluation section of this proxy statement for more information. The Board’s recommendation is based on its carefully considered judgment that the background, skills, experience, and attributes of each of the nominees make them the best candidates to serve on the Board.

Criteria include:
	Broad-based leadership and relevant business skills and experiences	Ability to devote sufficient time to the Company’s affairs
	Prominence and reputation in their professions	Personal integrity and judgment
	Global business and social perspective	Diversity of thought, background and experience
	Ability to effectively represent the long-term interests of our shareholders and other stakeholders

	BRAND-BUILDING/MARKETING Contributes important perspectives on growing organic sales and market share (including through innovation), building brand awareness and marketing to consumers in an ever-changing digital landscape		RISK OVERSIGHT Supports the Board in oversight of the various risks facing the Company, including mechanisms to mitigate and manage those risks
	RETAIL/CUSTOMER Provides insight on consumer and industry trends and customer engagement to support growth, innovation and expansion		FINANCIAL/ACCOUNTING Supports the Board’s ability to oversee the Company’s financial reporting and compliance
	PRODUCT/SUPPLY CHAIN Provides insights to continue to successfully develop and efficiently and cost-effectively manufacture products for our customers to satisfy consumer demand and preferences		CPG/RELEVANT INDUSTRY Provides market and industry insights to advance all aspects of our IGNITE strategy
	INNOVATION/DIGITAL/TECH Contributes knowledge and perspective on emerging technologies, the disruptive forces in our industry (including digital and e-commerce) and delivering on our strategic goal of innovating products and consumer experiences		STRATEGIC TRANSFORMATION/M&A Provides perspective on the Company’s strategic transformation initiatives, including digital transformation, new operating model, and M&A
	OPERATIONAL Contributes strategic, operational and market insights that are critical to all aspects of the IGNITE strategy		HUMAN CAPITAL/CULTURE Provides valuable perspective in talent acquisition, development and retention and fostering a corporate culture that helps to drive our IGNITE strategy
	ESG EXPERIENCE Provides insights and perspective in executing toward our ESG goals as an integrated part of our IGNITE strategy		REGULATORY Provides insight into navigating regulatory environments both in the U.S. and globally
	CYBERSECURITY Supports effective oversight of our cybersecurity risk management		INTERNATIONAL Supports key strategic decision-making and maximizing growth opportunities in our international markets


Responsibilities of the chair and CEO	Responsibilities of the lead independent director

Chair • Presides at and has authority to call Board meetings; • Presides at annual shareholder meetings; and • Works closely with NGCRC chair in connection with the NGCRC’s process to recommend director candidates. CEO • Develops and oversees the Company’s business strategy, culture, day-to-day operations of the Company, and its relationships with stakeholders, with oversight from the Board; • Consults the Board on the Company’s business; • Develops, reviews and approves Board agendas and meeting materials; and • Available for consultation and direct communication with major shareholders, if requested.	• Presides at all executive sessions of independent directors, which take place at each regularly scheduled Board meeting, and at Board meetings in the chair’s absence; • Coordinates and leads the independent directors, and serves as a liaison with the CEO; • Has the authority to call additional executive sessions of the independent directors; • Reviews and approves meeting agendas and materials; • Works closely with NGCRC chair in connection with the NGCRC’s process to recommend director candidates; • Available for consultation and direct communication with major shareholders, if requested; • Works with the Board on CEO succession planning; and • Together with the members of the MDCC and the other independent directors, monitors and evaluates the CEO’s performance.

Name	Fees Earned or Paid in Cash ($)⁽²⁾	Stock Awards ($)⁽³⁾	Total ($)
Amy L. Banse⁽⁴⁾	104,500	163,000	267,500
Julia Denman	104,500	163,000	267,500
Spencer C. Fleischer	124,500	163,000	287,500
Esther Lee	119,500	163,000	282,500
A. D. David Mackay	104,500	163,000	267,500
Paul Parker⁽⁴⁾	104,500	163,000	267,500
Stephanie Plaines	104,500	163,000	267,500
Matthew J. Shattock⁽⁵⁾	242,000	163,000	405,000
Kathryn Tesija⁽⁴⁾	104,500	163,000	267,500
Russell J. Weiner	104,500	163,000	267,500
Christopher J. Williams	129,500	163,000	292,500

Annual director retainer⁽¹⁾	$104,500
Independent chair retainer	$175,000
Lead independent director retainer	$100,000
Committee chair retainers:
Nominating, Governance and Corporate Responsibility Committee	$ 15,000
Audit Committee	$ 25,000
Management Development and Compensation Committee	$ 20,000

Name	Age	Year First Appointed	Title
Linda Rendle	46	2016	Chief Executive Officer
Nina Barton	50	2024	Executive Vice President and Group President – Care and Connection
Stacey Grier	61	2019	Executive Vice President and Chief Growth and Strategy Officer
Angela Hilt	52	2020	Executive Vice President and Chief Legal Officer & Corporate Secretary
Chris Hyder	49	2021	Executive Vice President and Group President – Health and Hygiene
Kevin B. Jacobsen	58	2018	Executive Vice President and Chief Financial Officer
Kirsten Marriner	52	2016	Executive Vice President and Chief People and Corporate Affairs Officer
Eric Reynolds	54	2015	Executive Vice President and Chief Operating Officer



Linda Rendle Chair and Chief Executive Officer	Kevin Jacobsen Executive Vice President and Chief Financial Officer	Eric Reynolds Executive Vice President and Chief Operating & Strategy Officer	Kirsten Marriner Executive Vice President and Chief People & Corporate Affairs Officer	Angela Hilt Executive Vice President, Chief Legal Officer & Corporate Secretary


	Executive Summary	44
	Overview	44
	Our Company	44
	Fiscal Year 2024 Business Highlights	45
	Looking Ahead	46

	Our Executive Compensation Program	46
	Executive Compensation Philosophy	46
	How We Make Compensation Decisions	47
	Executive Compensation Governance	49
	Executive Compensation Framework	52

	Fiscal Year 2024 Compensation of Our Named Executive Officers	53
	Base Salary	53
	Annual Incentives	53
	Long-Term Incentives	56
	Retirement Plans	57
	Post-Termination Compensation	58
	Perquisites	58


	The Management Development and Compensation Committee Report	58

	Compensation Committee Interlocks and Insider Participation	58


FY24 Net Sales	FY24 Net Earnings Attributable to Clorox	FY24 Gross Margin

$7.1B	$280M	43.0%

-4% from FY23	+88% from FY23	+360 basis points from FY23

Objective		How we achieve this
	Pay for Performance	We reward performance that drives achievement of Clorox’s short- and long-term goals and, ultimately, shareholder value.
	Align Management and Shareholder Interests	We provide long-term, equity-based incentives and encourage a culture of ownership with stock retention guidelines. We reward executive officers for sustained performance as measured by operating results and shareholder value creation.
	Attract, Retain, and Motivate Talented Executives	We maintain pay targets and a program design that align to external market practices and allow Clorox to be a magnet for high-performing executives.
	Address Risk-Management Considerations	We motivate our executives to create long-term shareholder value and discourage behavior that could lead to unnecessary or excessive risk-taking by providing a balance of fixed and at- risk pay, with short-term and long-term performance horizons, using a variety of metrics tied to key drivers of sustainable value creation.
	Support Financial Efficiency	We ensure that cash- and equity-based incentive payouts are appropriately driven by performance, and design awards to minimize unnecessary accounting charges.

Roles and Responsibilities in Setting Executive Compensation
	Management Development and Compensation Committee	The MDCC regularly reviews the design and implementation of our executive compensation program and reports on its discussions and actions to the Board. The MDCC oversees our executive compensation program; approves the performance goals and strategic objectives for our NEOs and evaluates results against those targets each year; determines and approves the compensation of our CEO (after consulting with the other independent members of the Board), our other NEOs, and other executives, including those covered by Section 16 of the Exchange Act; and approves the structure of our annual incentive and equity-based plans. The MDCC makes its determinations regarding executive compensation based on a variety of factors, including Clorox’s performance, individual executives’ performance, peer group data, and recommendations from the independent compensation consultant and management. The MDCC evaluates individual performance based on the performance of the business or operations for which the executive is responsible, including the individual’s contribution to achieving ESG-related goals (as described in the Fiscal Year 2024 Compensation of Our Named Executive Officers section of this proxy statement), the individual’s skill set relative to industry peers, overall experience and time in the position, retention risk and difficulty of replacement, expected future contributions, readiness for promotion to a higher level, the criticality of the individual’s role, and scope relative to that of other executives. In determining the compensation package for each of our NEOs other than our CEO, the MDCC receives input and recommendations from our CEO and our Executive Vice President and Chief People & Corporate Affairs Officer. Executives do not have a role in the determination of their own compensation.
	Board of Directors	The independent members of the Board undertake a thorough process to review our CEO’s annual performance, with each independent director providing candid feedback and observations. The Board considers a variety of substantive factors it has identified as being most important for effective CEO performance. For fiscal year 2024, the areas of focus were driving growth, rebuilding margin, delivering transformation, achieving financial results and providing strong leadership. The full Board discusses the evaluations of our CEO’s performance against these factors and then provides its input on CEO compensation to the MDCC. The MDCC, after evaluating input from the Board and its independent compensation consultant, makes a final determination on our CEO’s compensation. The Board’s feedback and observations are shared in aggregate with our CEO. Our CEO does not have a role in her own compensation determination other than participating in a discussion with the Board regarding her performance relative to specific targets and strategic objectives set at the beginning of the fiscal year, which the Board considers in both its compensation determination and when setting performance targets for the upcoming fiscal year.
	Independent Compensation Consultant	The MDCC retains the services of an independent compensation consulting firm to assist it in the performance of its duties. During fiscal year 2024, the MDCC used the services of FW Cook. FW Cook’s work with the MDCC included data analysis, guidance, and recommendations on the following topics: compensation levels relative to our peers, market trends in incentive plan design, risk and reward structure of executive compensation plans, and other policies and practices, including the policies and views of third-party proxy advisory firms. FW Cook has provided the MDCC with appropriate assurances and confirmation of its independent status in accordance with the MDCC’s charter and other considerations, including factors specified in the NYSE listing standards. The MDCC believes FW Cook has been independent throughout its service to the MDCC and that there is no conflict of interest between FW Cook or individuals at FW Cook and the MDCC, Clorox’s executive officers, or Clorox. FW Cook does not work for Clorox apart from its services to the MDCC.
	Chief Executive Officer	Our CEO makes compensation recommendations to the MDCC for all executive officers other than herself. In making these recommendations, our CEO evaluates the performance of the executive officers and considers their responsibilities as well as the compensation analysis provided by the independent compensation consultant.
	Other Members of Management	Senior human resources management provides analyses regarding competitive practices and pay ranges, compensation programs, equity awards, and benefit plans (including perquisites). Senior human resources, legal, and finance executives attend non-executive sessions of the MDCC meetings to provide additional perspective and expertise, as appropriate based on the topics discussed at any given meeting.

We Do…
	Vary our incentive plans: We use different metrics and performance horizons for the goals within our annual and long-term incentive plans.
	Focus on financial measures relevant to shareholder value: We use economic profit as a rigorous long- term incentive metric and net sales, net earnings, and gross margin for our annual incentive metrics.
	Require meaningful ownership: We apply stringent stock ownership and retention guidelines for all our executives.
	Operate clawback provisions: Our annual and long-term incentive plans include clawback provisions; our clawback policy is robust and exceeds the NYSE requirements by enabling compensation recovery in the event of misconduct not related to a financial restatement.
	Use a double-trigger: Change-in-control provisions for all equity awards require both change in control and termination.
	Engage with shareholders: We have ongoing discussions with key institutional investors, including on the topic of compensation.
	Engage an independent consultant: The MDCC engages a consultant and assesses their independence annually.

We Do Not…
	Provide employment contracts: All executives are employed at will.
	Reprice stock options: Any stock option re-pricing would require shareholder approval in advance.
	Pay unearned dividends: No dividends or dividend equivalents are paid on unvested equity awards.
	Pay tax gross-ups: No tax gross-ups are provided by Clorox to executives under any circumstances.
	Provide excessive benefits or perquisites: Benefits and perquisites are limited, reflecting market benchmarks.
	Permit hedging or pledging: Our policy prohibits hedging and pledging of Clorox stock.
	Encourage inappropriate risk-taking: The MDCC and its independent consultant annually review incentive design for unintended consequences.

Name	Ownership Guideline (Salary Multiple)	Guideline Met
Linda Rendle⁽¹⁾	6x	No
Kevin Jacobsen	3x	Yes
Eric Reynolds	3x	Yes
Kirsten Marriner	3x	Yes
Angela Hilt⁽²⁾	3x	No

Component and Rationale	CEO Proportion⁽¹⁾	NEO⁽²⁾ Proportion⁽¹⁾	Performance Measures	Performance Period	Characteristics
Base Salary Fixed pay to attract and retain talent, based on role, level of responsibilities, and individual performance.			• N/A	N/A	Fixed cash
Annual Incentives Variable pay to incent and recognize performance in areas of short-term strategic importance.			• Annual net sales (50%) • Net earnings (30%) • Gross margin (20%) • Individual performance goals	One Year	Performance- based cash
Long-Term Incentives Equity-based pay to incent and recognize performance in areas of long-term strategic importance, promote retention and stability, and align executives with shareholders.			• Economic profit • Variation in underlying stock price due to overall business results	Three Years	PSUs and RSUs

Name	FY 2024 Base Salary⁽¹⁾	Increase in FY 2024⁽²⁾
Linda Rendle	1,250,000	11%
Kevin Jacobsen	780,000	5%
Eric Reynolds	780,000	5%
Kirsten Marriner	675,000	4%
Angela Hilt	650,000	8%

Annual Incentive Financial Goals (in millions)
FY 2024 Goal	Weight	Threshold (0%)	Target (100%)	Maximum (200%)	Actual⁽¹⁾	Result⁽¹⁾
Net Customer Sales	50%	6,680	7,107	7,533	7,261	104%
Net Earnings Attributable to Clorox	30%	223	272	321	547	200%
Gross Margin	20%	35.8%	39.8%	43.8%	43.4%	185%
Company Multiplier (after discretionary adjustment)						100%⁽²⁾

Name	Individual Multiplier	Performance Summary
Linda Rendle	100%	Linda provided exceptional leadership through significant disruption in FY24, during which the Company experienced a cyberattack midway through the first quarter after having a solid start to the year. Throughout the balance of the year, she led a strong and speedy recovery while simultaneously advancing the Company’s longer-term priorities including digital transformation, implementation of our new operating model with cost savings at the high end of the $75-100M range, portfolio evolution through the sale of our Argentina business and continued progress against our ESG goals (including achievement of pay equity (on the basis of gender) globally and our continued superior safety track record), all in support of our IGNITE strategy for long-term value creation. In addition, Clorox delivered a second straight year of 360 basis point improvement in gross margin, nearly returning to pre-COVID levels. And the Company launched innovation across the portfolio while building the pipeline with additional products and platforms. We finished the year with double-digit adjusted EPS growth and in a position of operational strength, having fully restored supply and distribution and recovered most of the market share lost during the disruption.
Kevin Jacobsen	100%	Kevin again guided the company through volatility in the midst of moderating inflation, continued organizational transformation and elevated uncertainty. Financial results exceeded targets, with top-line flat even after the impact of the cyberattack that occurred in Q1 and over 350 bps of gross margin improvement (for the second year in a row), generating double-digit Adjusted EPS growth. We thoughtfully managed our cash position through debt choices and asset sales as we navigated the aftermath of the cyberattack. Kevin led establishment of Global Business Services and was essential to our divestitures of our Argentina and Better Health VMS businesses. Kevin continued to serve as the executive sponsor for our HOLA employee resource group (ERG).
Eric Reynolds	100%	Eric led through significant operational disruption, driving a faster-than-expected recovery from our August cyberattack. Our financial results for the year were strong in light of the disruption, with flat top line and another year of significant margin recovery. He has led numerous new capability builds, including net revenue management, trade simplification and optimization, margin transformation and integrated business planning. Eric led our digital transformation with successful implementation of our Canada enterprise resource planning system and other global capabilities as well as significant transformation of our supply chain organization. He has been an essential contributor to our portfolio evolution, including significant contributions toward our Better Health VMS divestiture. Eric is an executive sponsor for two ERGs, PRIDE and Interfaith.
Kirsten Marriner	100%	Kirsten continued to lead our people agenda as well as our organizational transformation initiative, which was completed in FY24 and met the ongoing annual savings goal of $75-100M. As the company has continued its digital and organizational transformation, our engagement percentile rank vs. industry and Fortune 500 comparators increased while voluntary turnover again significantly decreased. We launched a successful new employer value proposition and campaign resulting in return on investment that exceed benchmarks and advanced cultural change in support of transformation and our new business unit- centric operating model. The Company continued to deliver on our commitment to fair and equitable pay, resulting in continued achievement of pay equity (on the basis of gender) globally. Kirsten sponsors our CelebrAsia ERG.
Angela Hilt	105%	Angela successfully led the enterprise response to our cyberattack, overseeing governance, regulatory, legal and crisis management elements of the Company’s response and recovery. She led progress on ESG including advancing metrics, data and tracking and materiality analysis to provide the foundation for future work. She serves as the executive sponsor for our Parents ERG. Angela was instrumental in the divestitures of our Argentina and Better Health VMS businesses, both of which were key outcomes in support of our portfolio evolution strategy. She also led work resulting in signification litigation and insurance wins and mitigation. Angela provided strong support to the Board on governance and enterprise issues.

NEO	Base Salary	Annual Incentive Target (% of Salary)	Company Multiplier	Individual Performance Multiplier	Final Annual Incentive Plan Payout
Linda Rendle	1,250,000	160%	100%	100%	2,000,000
Kevin Jacobsen	780,000	100%	100%	100%	780,000
Eric Reynolds	780,000	105%	100%	100%	819,000
Kirsten Marriner	675,000	85%	100%	100%	573,750
Angela Hilt	650,000	80%	100%	105%	546,000

Name	Target Value
Linda Rendle	8,700,000
Kevin Jacobsen	2,400,000
Eric Reynolds	2,800,000
Kirsten Marriner	2,000,000
Angela Hilt	2,000,000

Performance share units	Annual EP Growth			Adjusted⁽¹⁾ Actual EP/ EP Growth	Payout
Performance share units	Threshold (0%)	Target (100%)	Maximum (200%)	Adjusted⁽¹⁾ Actual EP/ EP Growth	Payout
FY22 Economic Profit Absolute Value ($M)	371	474	525	284	0%
FY23 Economic Profit Growth Rate	-9.0%	6.0%	13.5%	48%	200%
FY24 Economic Profit Growth Rate	-9.0%	6.0%	13.5%	59%	200%
Three-Year Economic Profit Growth					133%



Spencer C. Fleischer, Chair	Amy L. Banse	A.D. David Mackay	Kathryn Tesija	Russell J. Weiner

Name and Principal Position	Year	Salary ($)⁽¹⁾	Stock Awards ($)⁽²⁾⁽³⁾	Option Awards ($)⁽²⁾	Non-Equity Incentive Plan Compensation ($)⁽⁴⁾	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)⁽⁵⁾	All Other Compensation ($)⁽⁶⁾	Total ($)
Linda Rendle Chair and Chief Executive Officer (CEO)	2024	1,221,321	8,749,935	—	2,000,000	668	713,384	12,685,308
	2023	1,168,269	5,599,719	1,399,981	3,121,313	1,293	359,076	11,649,650
	2022	1,111,538	4,919,815	1,229,989	843,750	1,098	428,618	8,534,808
Kevin Jacobsen Executive Vice President and Chief Financial Officer (CFO)	2024	788,504	2,399,924	—	780,000	8,430	342,787	4,319,645
	2023	768,462	1,759,750	439,988	1,258,370	6,051	196,330	4,428,950
	2022	729,231	1,599,869	399,996	333,000	—	231,809	3,293,904
Eric Reynolds Executive Vice President and Chief Operating & Strategy Officer	2024	793,538	2,799,821	—	819,000	1,758	351,627	4,765,745
	2023	768,462	1,999,819	499,974	1,390,830	2,869	192,340	4,854,294
	2022	729,231	1,839,792	459,998	370,000	1,844	239,785	3,640,651
Kirsten Marriner Executive Vice President and Chief People & Corporate Affairs Officer	2024	689,999	1,999,903	—	573,750	—	274,901	3,538,553
	2023	675,000	1,199,920	299,984	988,975	—	191,513	3,355,392
	2022	643,269	1,039,776	259,989	260,000	—	204,913	2,407,947
Angela Hilt Executive Vice President, Chief Legal Officer, and Corporate Secretary	2024	640,005	1,999,903	—	546,000	6,811	260,232	3,452,950

	Linda Rendle	Kevin Jacobsen	Eric Reynolds	Kirsten Marriner	Angela Hilt
Maximum PSU Value	10,499,976	2,879,964	3,359,730	2,399,994	2,399,994

		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards						Estimated Possible Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#)		Grant Date Fair Value of Stock Awards ($)
Name	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)				Grant Date Fair Value of Stock Awards ($)
Linda Rendle
Annual Incentive Plan⁽¹⁾			—		2,000,000		6,000,000
Performance Share Units⁽²⁾	11/14/2023								—		38,453		76,906				5,249,988
Restricted Stock Units⁽³⁾	11/14/2023														25,635		3,499,947
Kevin Jacobsen
Annual Incentive Plan⁽¹⁾			—		780,000		2,340,000
Performance Share Units⁽²⁾	11/14/2023								—		10,547		21,094				1,439,982
Restricted Stock Units⁽³⁾	11/14/2023														7,031		959,942
Eric Reynolds
Annual Incentive Plan⁽¹⁾			—		819,000		2,457,000
Performance Share Units⁽²⁾	11/14/2023								—		12,304		24,608				1,679,865
Restricted Stock Units⁽³⁾	11/14/2023														8,203		1,119,956
Kirsten Marriner
Annual Incentive Plan⁽¹⁾			—		573,750		1,721,250
Performance Share Units⁽²⁾	11/15/2023								—		8,695		17,390				1,199,997
Restricted Stock Units⁽³⁾	11/15/2023														5,796		799,906
Angela Hilt
Annual Incentive Plan⁽¹⁾			—		520,000		1,560,000
Performance Share Units⁽²⁾	11/15/2023								—		8,695		17,390				1,199,997
Restricted Stock Units⁽³⁾	11/15/2023														5,796		799,906

	Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Options- Exercisable (#)	Number of Securities Underlying Unexercised Options- Unexercisable (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽¹⁾
Linda Rendle	12,360	—	111.60	9/15/2025	1,245⁽⁹⁾	169,905	32,489⁽⁶⁾	4,433,819
Stock Options⁽²⁾	12,360	—	111.60	9/15/2025
	14,560	—	123.09	9/13/2026
	20,470	—	135.57	9/12/2027
	19,040	—	151.85	9/18/2028
	6,932	—	154.88	1/7/2029
	49,955	—	155.54	9/17/2029
	24,237	8,079⁽³⁾	212.38	9/22/2030
	27,612	27,612⁽⁴⁾	163.77	9/21/2031
	12,982	38,946⁽⁵⁾	141.30	9/20/2032
Performance Share Units⁽²⁾
							31,327⁽⁷⁾	4,275,196
							39,076⁽⁸⁾	5,332,702
Restricted Stock Units⁽²⁾
					3,879⁽¹⁰⁾	529,367
					7,482⁽¹¹⁾	1,021,069
					26,050⁽¹²⁾	3,555,044
Kevin Jacobsen	2,458	—	135.57	9/12/2027	385⁽⁹⁾	52,541	10,565⁽⁶⁾	1,441,851
Stock Options⁽²⁾	2,458	—	135.57	9/12/2027
	5,580	—	128.69	4/2/2028
	29,120	—	151.85	9/18/2028
	34,968	—	155.54	9/17/2029
	8,250	2,750⁽³⁾	212.38	9/22/2030
	8,979	8,980⁽⁴⁾	163.77	9/21/2031
	4,080	12,240⁽⁵⁾	141.30	9/20/2032
Performance Share Units⁽²⁾
							9,845⁽⁷⁾	1,343,547
							10,717⁽⁸⁾	1,462,549
Restricted Stock Units⁽²⁾
					1,252⁽¹⁰⁾	170,860
					2,374⁽¹¹⁾	323,980
					7,144⁽¹²⁾	974,942
Eric Reynolds	15,210	—	111.60	9/15/2025	490⁽⁹⁾	66,870	12,149⁽⁶⁾	1,658,020
Stock Options⁽²⁾	15,210	—	111.60	9/15/2025
	15,470	—	123.09	9/13/2026
	16,380	—	135.57	9/12/2027
	13,440	—	151.85	9/18/2028
	5,942	—	154.88	1/7/2029
	32,470	—	155.54	9/17/2029
	10,179	3,394⁽³⁾	212.38	9/22/2030
	10,326	10,327⁽⁴⁾	163.77	9/21/2031
	4,636	13,909⁽⁵⁾	141.30	9/20/2032
Performance Share Units⁽²⁾
							11,187⁽⁷⁾	1,526,690
							12,503⁽⁸⁾	1,706,284
Restricted Stock Units⁽²⁾
					1,439⁽¹⁰⁾	196,380
					2,672⁽¹¹⁾	364,648
					8,335⁽¹²⁾	1,137,477