CHURCH AND DWIGHT INC (CHD)
Sector: Consumer Staples
2026 Annual Meeting Analysis
CHURCH AND DWIGHT INC · Meeting: May 1, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 11 nominees to serve as directors for a term of one year
Director since 2021 with strong supply chain and CPG industry expertise; no overboarding, attendance, or TSR trigger concerns apply — CHD outperforms its disclosed peer group median by +43.6pp over three years, well above the 35pp threshold.
CEO and director since April 2025, within the 24-month new-director exemption period; as executive director he is subject to the same TSR trigger but the exemption applies, and CHD significantly outperforms peer group median over three years.
Director since 2006 with extensive CPG leadership experience; no overboarding concerns, all attendance requirements met, and CHD's three-year TSR outperforms the disclosed peer group median by +43.6pp, well below the 35pp underperformance threshold needed to trigger a no vote.
Director since 2011 with strong digital marketing expertise; no overboarding or attendance flags, and CHD's relative TSR performance versus peers is solidly positive.
Director since 2020 with e-commerce and CPG brand expertise; no overboarding, attendance, or TSR trigger issues — CHD outperforms its peer group median by +43.6pp over three years.
Chairman and director since 2006 with extensive multi-industry CEO and global operations experience; no overboarding or attendance concerns, and CHD's three-year TSR substantially outperforms the peer group median.
Director since 2008 and designated audit committee financial expert with deep CFO and public accounting background; no overboarding or attendance issues, and CHD's TSR performance versus peers is well above threshold.
Director since 2024 with relevant CFO and financial expertise at McCormick; within the early tenure window and no concerns on attendance, overboarding, or TSR trigger.
Director since 2014 with healthcare and pharmaceutical leadership experience relevant to CHD's consumer health products; no overboarding, attendance, or TSR trigger concerns apply.
Director since 2008, Audit Committee Chair and designated financial expert with deep CFO experience in consumer packaged goods; no overboarding or attendance flags, and CHD significantly outperforms peers on three-year TSR.
Director since 2018 with technology, venture capital, and business development expertise; no overboarding or attendance concerns, and CHD's three-year TSR outperforms the disclosed peer group median by +43.6pp.
All 11 director nominees receive a FOR vote. Church & Dwight's three-year total shareholder return of +11.1% outperforms the company-disclosed compensation peer group median of -32.5% by +43.6 percentage points, which is above the 35pp outperformance level applicable to companies with low-positive absolute three-year TSR — meaning no TSR-based concerns arise. No director is overboarded, all directors met the 75% attendance threshold in 2025, the board has robust independence (10 of 11 nominees are independent), all audit committee members are designated financial experts, and no familial or independence-inconsistency issues are disclosed.
Say on Pay
✓ FORCEO
Richard A. Dierker
Total Comp
$9,799,678
Prior Support
N/A
CEO Richard Dierker's total compensation of approximately $9.8 million is broadly reasonable for a newly appointed CEO at a ~$22 billion consumer defensive company. The pay program is well-structured, with the majority of compensation delivered in variable, performance-linked equity (including performance stock awards tied to multi-year metrics and stock options that only pay out if the share price appreciates), meaning fixed salary represents a minority of total pay. CHD significantly outperforms its disclosed peer group median over three years (+43.6pp), so above-benchmark incentive pay, if any, is justified by shareholder outcomes. The company discloses a robust clawback policy meeting Dodd-Frank requirements, and the Compensation Committee uses an independent consultant (Semler Brossy) that provides no other services to the company.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$4,473,570
Non-Audit Fees
$617,867
Non-audit fees (audit-related fees of $325,041 plus tax fees of $292,826, totaling $617,867) represent approximately 13.8% of audit fees of $4,473,570, which is well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a company of CHD's size and complexity, auditor tenure is not disclosed in the filing so no tenure trigger can be applied, and no material financial restatements are noted.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Stockholder proposal seeking to permit stockholder action by written consent
The proposal asks that shareholders be given the right to act by written consent, which is a standard governance improvement that allows shareholders to take action between annual meetings without waiting for a scheduled meeting. Church & Dwight already provides a 25% threshold special meeting right, which partially addresses the need for between-meeting shareholder action, but written consent is a distinct and complementary right that many S&P 500 companies provide. Without prior-year vote data to assess shareholder sentiment, we evaluate on the merits: written consent is a widely recognized governance improvement that enhances shareholder rights, and the filer appears to be a governance-focused individual activist (consistent with the proxy statement's description of the proposal type); there is no indication of ideological motivation, so the proposal warrants support on its merits as a structural governance enhancement.
Overall Assessment
The 2026 Church & Dwight annual meeting ballot is largely straightforward: all 11 director nominees receive FOR votes given strong relative TSR performance versus the peer group, clean governance practices, and no overboarding or attendance issues; auditor Deloitte is ratified with a low non-audit fee ratio; and Say on Pay receives a FOR vote based on a well-structured variable pay program and strong pay-for-performance alignment. The one contested item is the stockholder written consent proposal, which we support as a genuine governance improvement despite board opposition.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing