ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On July 29, 2021, The Procter & Gamble Company (the "Company") announced the
following executive changes:
David S. Taylor, Chairman of the Board, President and Chief Executive Officer,
will transition into the role of Executive Chairman of the Board, effective
November 1, 2021, to serve at the pleasure of the Board of Directors.
Jon R. Moeller (age 57), currently Vice Chairman and Chief Operating Officer,
has been elected President and Chief Executive Officer, effective November 1,
2021, to serve at the pleasure of the Board of Directors. Mr. Moeller has also
been appointed as a member of the Company's Board of Directors, effective
immediately. As an employee of the Company, Mr. Moeller will not serve on any
Board committees.
Shailesh Jejurikar (age 54), currently Chief Executive Officer - Fabric and Home
Care, has been elected Chief Operating Officer, effective October 1, 2021, to
serve at the pleasure of the Board of Directors.
Mr. Moeller joined the Company in 1988 and has held positions of increasing
responsibility since that time. Most recently, he has served as Vice Chairman
and Chief Operating Officer (March 2021-present). Previously, he served as Vice
Chairman, Chief Operating Officer and Chief Financial Officer (2019--2021), Vice
Chairman and Chief Financial Officer (2017-2019), and Chief Financial Officer
(2009-2017).
Effective November 1, 2021, Mr. Moeller will receive an annual base salary of
U.S. $1,600,000 and will participate in the Company's annual incentive program
with a target award equal to 200% of base salary. In relation to his election
and in connection with the Company's annual equity grant cycle, the Board of
Directors approved a long-term incentive award valued at $11,200,000, with
approximately 50% of the long-term incentive value in the Company's Performance
Stock Program and 50% in the Long-Term Incentive Program. Going forward, Mr.
Moeller will continue to receive equity grants under the Company's long-term
incentive program commensurate with his position and on the same timing as other
executive officers and will participate in all other elements of the Company's
executive compensation and benefit programs (including as a vested participant
in the Company's retirement program). Those programs are outlined in the
Company's definitive proxy statement dated August 28, 2020. Mr. Moeller will not
receive any fees for his service on the Board of Directors. In addition, the
Company's definitive proxy statement outlines a related person transaction
between the Company and Mr. Moeller's spouse, who retired from the Company in
December 2020.
Mr. Jejurikar joined the Company in 1989 and has held multiple positions of
increasing responsibility since that time. Prior to his current service as Chief
Executive Officer - Fabric and Home Care (2018-present), Mr. Jejurikar served as
President - Global Fabric Care and Brand-Building Officer Global Fabric & Home
Care (2015--2018) and as President - Fabric Care, North America; Brand-Building
Officer Fabric & Home Care New Business Creation (2014--2015).
Effective October 1, 2021, Mr. Jejurikar will receive an annual base salary of
U.S. $1,000,000 and will participate in the Company's annual incentive program
with a target award equal to 120% of base salary. In relation to his election
and in connection with the Company's annual equity grant cycle, the Board of
Directors approved a long-term incentive award valued at $4,000,000, with
approximately 50% of the long-term incentive value in the Company's Performance
Stock Program and 50% in the Long-Term Incentive Program. Going forward, Mr.
Jejurikar will continue to receive equity grants under the Company's long-term
incentive program commensurate with his position and on the same timing as other
executive officers and will participate in all other elements of the Company's
executive compensation and benefit programs (including as a vested participant
in the Company's retirement program). Those programs are outlined in the
Company's definitive proxy statement dated August 28, 2020.
Finally, effective November 1, 2021, Mr. Taylor will receive an annual base
salary of U.S. $1,200,000 and will participate in the Company's annual incentive
program with a target award equal to 150% of base salary. In relation to his
election and in connection with the Company's annual equity grant cycle, the
Board of Directors approved a long-term incentive award valued at $12,500,000,
with approximately 50% of the long-term incentive value in the Company's
Performance Stock Program and 50% in the Long-Term Incentive Program. Going
forward, Mr. Taylor will continue to receive equity grants under the Company's
long-term incentive program commensurate with his position and on the same
timing as other executive officers and will participate in all other elements of
the Company's executive compensation and benefit programs (including as a vested
participant in the Company's retirement program). Those programs are outlined in
the Company's definitive proxy statement dated August 28, 2020.
The Company is filing the information under this item pursuant to Item 5.02,
"Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers."
ITEM 7.01 REGULATION FD DISCLOSURE
The Company issued a news release on July 29, 2021, announcing the election and
appointment of Mr. Moeller, the election of Mr. Jejurikar, and the changes to
Mr. Taylor's role. A copy of this news release is furnished as Exhibit 99.1
The Company is furnishing the information under this item, including Exhibit
99.1, pursuant to Item 7.01, "Regulation FD Disclosure."
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Number Description
99.1 Executive Changes Press Release by The Procter & Gamble Company
dated July 29, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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