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CHURCH & DWIGHT CO INC /DE/ false 0000313927 0000313927 2025-03-14 2025-03-14

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of the report (Date of earliest event reported): March 14, 2025

 

 

 

 

LOGO

CHURCH & DWIGHT CO., INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   1-10585   13-4996950

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

500 Charles Ewing Boulevard, Ewing, New Jersey   08628
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (609) 806-1200

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Common Stock, $1 par value   CHD   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 14, 2025, Church & Dwight Co., Inc. (the “Company”) announced that Lee McChesney will be elected as Executive Vice President and Chief Financial Officer of the Company, effective on March 24, 2025. As previously announced, Richard Dierker, the Company’s current Executive Vice President, Chief Financial Officer and Head of Business Operations, will commence his role as the Company’s Chief Executive Officer on April 2, 2025, succeeding Matthew T. Farrell upon Mr. Farrell’s retirement, and Mr. McChesney will succeed Mr. Dierker as CFO. Upon Mr. McChesney’s appointment as CFO on March 24, 2025, Mr. Dierker will continue as Executive Vice President and Head of Business Operations until he starts as the Company’s CEO.

The Company entered into a letter agreement with Mr. McChesney (the “Employment Letter”), dated February 24, 2025, pursuant to which Mr. McChesney will receive a base salary of $700,000, a target annual bonus of 85% of his base salary and a target annual long-term incentive award opportunity of 245% of his base salary. Mr. McChesney will also receive a one-time grant of long-term incentive awards with an aggregate value of $2,200,000 under the Company’s 2022 Omnibus Equity Compensation Plan (the “Omnibus Plan”), which shall be awarded in the form of time-based restricted stock units with a two-year ratable vesting schedule (as defined in the Omnibus Plan). Mr. McChesney is also eligible to receive three one-time cash sign-on bonuses of $75,000, $417,222 and $125,000, in each case, subject to the terms of the Employment Letter and his continued employment with the Company through the payment date and repayment if his employment with the Company terminates within one year of his start date. During his employment, Mr. McChesney will be entitled to participate in all benefit programs and plans generally made available to other executives of the Company.

Before joining the Company, Mr. McChesney, 53, served as Senior Vice President and Chief Financial Officer of MSA Safety Inc. (NYSE: MSA) since August of 2022, where he was responsible for global financial operations, including treasury, financial planning and analysis, investor relations, operations finance, commercial finance, accounting and audit, and also led business development. Previously, Mr. McChesney served in various leadership positions at Stanley Black & Decker from 2010 to August 2022, including as Vice President of Corporate Finance and Chief Financial Officer of the Global Tools and Storage operating unit from February 2021 to August 2022, and Chief Financial Officer, Global Tools and Storage and Corporate FP&A from November 2019 to February 2021 and President, Hand Tools, Accessories and Storage operating unit from November 2016 to November 2019. Mr. McChesney served in various finance roles for The Stanley Works from 1999 to 2010, including as Chief Financial Officer, Mechanical Access Solutions and Stanley Security Solutions from 2006 to 2010. Mr. McChesney also served in finance positions for United Technologies Corporation from 1994 to 1999. Mr. McChesney has a BS in finance from the University of Connecticut, and an MBA from the University of Massachusetts.

Mr. McChesney has no family relationship with any director or executive officer of the Company, and has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The foregoing description of the terms of the Employment Letter does not purport to be complete and is qualified in its entirety by reference to the Employment Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

  

Description

10.1    Letter Agreement, dated February 24, 2025, of Church & Dwight Co., Inc. and directed to Lee McChesney
104    Cover Page Interactive Data File (embedded within the inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CHURCH & DWIGHT CO., INC.
Date: March 14, 2025     By:  

/s/ Patrick de Maynadier

    Name:   Patrick de Maynadier
    Title:   Executive Vice President, General Counsel and Secretary
EX-10.1 2 d799441dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

 

LOGO

 

 

Church & Dwight Co., Inc.

Princeton South

500 Charles Ewing Boulevard

Ewing, NJ 08628

February 24, 2025

Lee McChesney

Dear Lee,

Church & Dwight Co., Inc. (the “Company”) is pleased to confirm our offer for the position of Executive Vice President, Chief Financial Officer, an exempt position, at the Company’s Princeton South location at 500 Charles Ewing Boulevard, Ewing, New Jersey 08628, subject to and conditioned upon approval of the Company’s Board of Directors and the other conditions set forth below. In this position, you will report directly to the Chief Executive Officer. Your anticipated start date will be March 24, 2025. Highlights of the terms and conditions of employment with the Company are described below.

 

   

Base Salary: Your starting annual base salary will be $700,000. You will be paid semi-monthly, in accordance with the Company’s standard payroll policies, and your pay will be subject to applicable withholdings, required deductions, and other authorized employee deductions as may be required by law or as you have elected under applicable benefit plans.

 

   

Short-Term Incentive: You will be eligible to participate in the Church & Dwight Co., Inc. Fourth Amended and Restated Incentive Compensation Plan, as amended from time to time (or successor plan), in accordance with applicable plan documents, with a target bonus of 85% of your base salary. You will be eligible for a pro-rated annual bonus based on your start date, for calendar year 2025 (payable in March 2026), subject to your continued employment in good standing with the Company through December 31, 2025 and in all cases subject to the terms of applicable plan documents.

 

   

Long-Term Incentive: You will be eligible to participate in the Company’s long-term incentive plan, in accordance with applicable plan documents and award agreements. Subject to the approval of the Compensation & Human Capital Committee of the Company’s Board of Directors, annual long-term incentive awards are currently granted in March of each calendar year and you will be eligible to receive a grant in form comparable to those received by other employees at your level, with a target award opportunity currently valued at 245% of your base salary. Any long-term incentive awards will be subject to the terms and conditions set forth in the Company’s Amended and Restated Omnibus Equity Compensation Plan, as amended from time to time (together with any successor plan, the “Equity Plan”), and the Company’s standard form of the award agreements, as applicable, which you will be required to sign shortly after the grant date.

 

   

Stock Ownership Guidelines: You will be subject to stock ownership guidelines for executive officers which will require you to hold an amount of 3.0 times your annual base salary. You will find a copy of these guidelines enclosed and should note that they are subject to amendment from time to time.

 

   

Cash Sign-On Bonuses:

 

   

You will be eligible to receive a one-time sign-on bonus of $75,000, subject to applicable withholdings and deductions, which you will receive within 30 days of your first day of employment with the Company, subject to your continued employment in good standing with the Company through the payment date. In the event that you terminate your employment (for any reason) within one year of your start date, you agree to repay the sign-on bonus to the Company, and, by signing below, to the extent permissible by law, you authorize the Company to deduct any amount of the sign-on bonus from any wages owed to you by the Company at the time of your separation.

 

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In the event that your current employer fails to pay your 2024 bonus within 30 days following the date that you inform your current employer of your resignation, you will be eligible to receive a one-time sign-on bonus of $417,222, subject to applicable withholdings and deductions, which you will receive within 30 days of your first day of employment with the Company, subject to your continued employment in good standing with the Company through the payment date. In the event that you terminate your employment (for any reason) within one year of your start date, you agree to repay the sign-on bonus to the Company within 30 days following your termination, and, by signing below, to the extent permissible by law, you authorize the Company to deduct any amount of the sign-on bonus from any wages owed to you by the Company at the time of your separation.

 

   

You will be eligible to receive a one-time sign-on bonus of $125,000, subject to applicable withholdings and deductions, which you will receive in March 2026, subject to your continued employment in good standing with the Company through the payment date. In the event that you terminate your employment (for any reason) within one year of your start date, you agree to repay the sign-on bonus to the Company within 30 days following your termination, and, by signing below, to the extent permissible by law, you authorize the Company to deduct any amount of the sign-on bonus from any wages owed to you by the Company at the time of your separation.

 

   

Long-Term Incentive Sign-On Award: You will be eligible to receive a one-time sign-on long-term incentive award under the Equity Plan consisting of restricted stock units with an aggregate grant date value of $2,200,000. This award will be granted on your start date and will vest ratably over two years, subject to your continued employment in good standing with the Company through the applicable vesting dates. The terms and conditions of this one-time award will be set forth in a separate agreement.

 

   

Health & Welfare Benefits: You will be eligible to participate in the Company’s comprehensive health and welfare programs, in accordance with applicable plan documents. Your benefits will become active on your first day of employment with the Company, subject to you enrolling in the desired health and welfare programs within 30 days of your start date.

 

   

Savings and Profit Sharing Plan: You will immediately be eligible to participate in the Church & Dwight Co., Inc. Savings and Profit Sharing Plan for Salaried Employees (the “Savings Plan”) on your start date, in accordance with applicable plan documents and limits. Sixty days after you become eligible to enroll in the Savings Plan, if you have not already enrolled in the Savings Plan, you will automatically be enrolled in the Savings Plan at 3% of your base salary. The Company currently matches 100% of the first 5% of pre- and/or Roth post-tax contributions to the Savings Plan. Additionally, you will be eligible to receive an annual profit sharing contribution based on Company performance, which currently has a target of 5% and can range from 3% to 10% of your eligible compensation.

 

   

Executive Deferred Compensation Plan: You will be eligible to participate in the Church & Dwight Co., Inc. Executive Deferred Compensation Plan II (in accordance with applicable plan documents), which is a non-qualified plan that allows you to defer a portion (up to 70%) of your base salary and/or bonus each calendar year and up to 5% of compensation that exceeds IRS annual limits for qualified plans. Profit sharing contributions that exceed compensation limits for qualified plans will also be made to this plan.

 

   

Employee Stock Purchase Plan: You will be eligible to participate in the Church & Dwight Co., Inc. Employee Stock Purchase Plan, in accordance with applicable offerings, plan documents and limits.

 

   

Paid Time Off: You will be eligible for up to 20 vacation days, and 5 floating holidays, and will be eligible for paid company holidays. The vacation days and floating holidays will be prorated in your first year based on the number of months worked in that calendar year. More specific details regarding the vacation policy will be shared during your New Hire Orientation and can also be viewed on Workday after your start date.

 

   

Change in Control and Severance Agreement: You will be provided a Change in Control and Severance Agreement (the “CIC/Severance Agreement”), which generally provides you with 2 times base salary and target bonus if you are terminated without Cause or resign for Good Reason (as such terms are defined in the CIC/Severance Agreement). In addition, the CIC/Severance Agreement also generally provides you 1 times your base salary if you are terminated without Cause or you resign for Good Reason. Under the Company’s long-term incentive award agreements and the Equity Plan, upon a change-in-control (as defined therein) all long-term incentive awards granted prior to the change-in-control may immediately vest in accordance with the award agreements and the Equity Plan. Your personalized CIC/Severance Agreement will be provided to you under separate cover.

 

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LOGO

 

   

Executive Perquisites: You will be eligible for executive perquisites comparable to those received by other employees at your level, including executive physical health, financial planning, and, occasionally, donations to charitable organizations or educational institutions.

 

   

Code of Conduct and Clawback Policies: You will be subject to the Company’s Code of Conduct, Dodd-Frank Clawback Policy and Supplemental Clawback Policy, which will be provided to you separately, and which may be amended from time to time.

This offer is contingent upon the satisfactory completion of your pre-employment screening which includes a drug screen, education and previous employment verification, background check including criminal history, eligibility to work in the United States (I-9), credit check depending on your level in the organization and if your position is part of the Executive Leadership Team, and a motor vehicle report (MVR) for applicable roles, and confirmation that you are not subject to any restrictions with your current or any prior employer limiting your employment with the Company. Unless otherwise restricted by state or local law, your employment with the Company is at-will, meaning both the Company and you are free to terminate the employment relationship at any time, with or without prior notice and with or without cause. You understand and acknowledge that the Company retains the right to amend, modify, rescind, delete, supplement or add to any of its existing employee benefit programs, at the Company’s sole discretion, as permitted by law.

You will receive instructions via email to arrange for a drug-screening test at a facility located in your area. Upon receipt of the instructions, you must complete your drug-screening test within 3 business days.

Please confirm your acceptance within 3 days by signing below after which this offer will expire. If you have any questions during the pre-employment process, email: Rene Hemsey, Rene.Hemsey@churchdwight.com.

Lee, we look forward to you joining the Company. We believe you will have a successful, rewarding career with us. Please do not hesitate to contact me regarding the specifics of this offer.

Sincerely,

Rene Hemsey

Executive Vice President, Chief Human Resources Officer

 

Agreed and Accepted:

/s/ Lee McChesney

Lee McChesney
Date: February 24, 2025

 

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