CLOROX CO /DE/ (CLX): CEO Fabian Garcia appointed

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 28, 2026, the Board of Directors (the “Board”)
of The Clorox Company (the “Company”), appointed Fabian Garcia to serve as the Chief Executive Officer (“CEO”)
of the Company and a member of the Board, effective as of January 5, 2027 (the “Effective Date”). Linda Rendle will step down
from her role as CEO of the Company and Chair and a member of the Board as of the Effective Date and will serve as a senior advisor to
the Company through April 2, 2027, to assist with transition matters.
As of the Effective Date, Matthew J. Shattock, currently Lead Independent
Director of the Board, will serve as Independent Chair of the Board. In connection with this role, Mr. Shattock will receive an Independent
Chair retainer of $225,000 in addition to the annual director retainer and annual grant of deferred stock units, each paid in line with
our non-employee director compensation practices.
Mr. Garcia, age 66, has served as Business Group President, Personal
Care at Unilever PLC (“Unilever”) since 2022. He joined Unilever as the President of Unilever North America in 2020 and before
that, was the CEO of Revlon, Inc. from 2016 to 2018. Mr. Garcia previously held various positions at the Colgate-Palmolive Company from
2003 to 2016, including Chief Operating Officer, Global Innovation and Growth. Earlier in his career, he held a series of global leadership
roles at Procter & Gamble.
Mr. Garcia currently serves on the Board of Directors of Wells Fargo,
having previously served on the Boards of Directors of Kimberly-Clark and Arrow Electronics.
Mr. Garcia has no familial relationships nor related party transactions
with the Company that would require disclosure under Items 401(d) or 404(a) of Regulation S-K (17 CFR 229.401(d) and 229.404(a)) in connection
with his appointment described above. Mr. Garcia will not receive additional compensation for his service as a director of the Company.
Offer Letter with Mr. Garcia
In connection with Mr. Garcia’s appointment as CEO, the Company
entered into an offer letter, dated October 27, 2026, with Mr. Garcia (the “Offer Letter”).
Pursuant to the Offer Letter, Mr. Garcia will receive an annual base
salary of $100,000 and will be eligible for an annual short-term incentive award with a target annual bonus opportunity of $2,000,000,
settled in shares of Company common stock and prorated for fiscal year 2027 and a long-term incentive award with a target value of $4,550,000,
reflecting a pro-rated long-term incentive award for the current fiscal year and comprised of 60% performance share units, which will
vest following the end of the fiscal 2027–2029 performance period subject to performance, and 40% RSUs, vesting ratably over four
years, in each case, generally subject to continued employment and otherwise subject to the terms of the applicable award agreement. Beginning
in September 2027, Mr. Garcia will be eligible to receive an annual long-term incentive award, with a target annual award value of $9,100,000,
comprised of performance share units, which will vest following the end of the applicable three-fiscal year performance period subject
to performance, and RSUs, vesting ratably over four years, in each case generally subject to continued employment and otherwise subject
to the terms of the applicable award agreement.
In addition, pursuant to the Offer Letter, Mr. Garcia will be entitled
to a one-time sign-on award of restricted stock units (“RSUs”) with a target value of $11,000,000 to compensate Mr. Garcia
for the value of equity incentive awards that he forfeits upon leaving his prior employer, which award will vest ratably over three years,
subject to continued employment, and will vest in full on an involuntary termination without “Cause” or with “Good Reason”
(each as defined in and as set forth in the Clorox Company Third Amended and Restated Executive Change in Control Severance Plan).
Clorox intends to use a peer median salary, as informed by a competitive
study annually presented to the Board’s Management Development and Compensation Committee to establish the salary used for purposes
of all salary-related benefits and perquisites, subject to the terms and limitations of the applicable plans, including in calculations
under the Company’s severance and change in control benefits for senior executives. The median salary will initially be set at $1,250,000
and will be reviewed annually.
Advisory Arrangement with Ms. Rendle
In connection with Ms. Rendle’s transition to a senior advisor,
on January 5, 2027, the Board approved the terms of the arrangement pursuant to which Ms. Rendle will serve the Company in an advisory
capacity as of the Effective Date and through April 2, 2027 (the “Advisory Arrangement” and such period, the “Advisory
Period”). In connection with Ms. Rendle’s transition to an advisory role, her current base salary of $1,350,000 will remain
in effect during the advisory period. Ms. Rendle’s transition will be a “Retirement” pursuant to the terms of her outstanding
long-term incentive awards and such awards will vest in accordance with their original terms. Ms. Rendle will not receive any additional
long-term or incentive equity awards during the advisory period.
The descriptions of the Offer Letter and the Advisory Agreement contained
in this Current Report on Form 8-K purport to be complete and are qualified in their entirety by reference to the Offer Letter and the
Advisory Agreement, respectively, copies of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter
ending December 31, 2026.