The Clorox Company (CLX) Proxy filing summary

Executive summary

• Fabian Garcia was appointed CEO and director effective Jan. 5, 2027; Linda Rendle will leave those roles and serve as a senior adviser through Apr. 2, 2027.

• Matthew Shattock, currently lead independent director, will become independent chair when Garcia takes office.

Board of directors and corporate governance

• Garcia joins the board Jan. 5, 2027; Rendle steps down as chair and director on that date, and Shattock becomes independent chair.

• Shattock will receive a $225,000 independent chair retainer in addition to the annual director retainer and deferred stock unit grant.

• Garcia will receive no additional compensation for board service.

Executive compensation and say-on-pay

• Garcia’s annual base salary is $100,000; target FY27 short-term incentive is $2 million in shares, prorated. Salary used for salary-related benefits and perquisites starts at a $1.25 million peer median, reviewed annually.

• Garcia’s prorated current-year LTI target is $4.55 million: 60% performance share units tied to FY2027–2029 results and 40% RSUs vesting ratably over four years, generally subject to continued employment.

• Beginning September 2027, Garcia is eligible for annual LTI with a $9.1 million target, comprising performance share units tied to a three-fiscal-year period and RSUs vesting ratably over four years.

• Garcia will receive $11 million in sign-on RSUs vesting ratably over three years, generally subject to continued employment; they vest in full on involuntary termination without Cause or with Good Reason.

• Rendle’s $1.35 million base salary continues through the advisory period ending Apr. 2, 2027; outstanding LTI awards retain their original terms, with no additional incentive equity awards during that period.