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 consumer packaged goods and supply chain expertise; TSR trigger does not apply (CHD's 3-year return of +14.1% vs XLP benchmark gap of only -6.5pp is well below the 50pp threshold for this TSR tier); attendance and independence requirements met.
Joined the board in 2025 as the incoming CEO and is exempt from the TSR trigger as a director with less than 24 months of tenure; serves as a non-independent executive director on the Executive Committee only, which is appropriate for a sitting CEO.
Long-tenured independent director since 2006 with deep consumer packaged goods experience; TSR trigger does not apply (gap of -6.5pp vs XLP is far below the 50pp threshold); attendance and independence requirements met.
Independent director since 2011 with relevant digital marketing expertise and chairs the Compensation & Human Capital Committee; TSR trigger does not apply given the -6.5pp gap is well below the 50pp threshold; all governance screens pass.
Independent director since 2020 with strong e-commerce and consumer goods background; TSR trigger does not apply; no overboarding, attendance, or independence concerns identified.
Independent Chairman since October 2025 and director since 2006 with broad consumer goods and operational leadership experience; TSR trigger does not apply given the small -6.5pp gap vs XLP; no overboarding or other governance concerns identified.
Independent director since 2008 and audit committee financial expert with extensive CFO experience at VF Corporation; TSR trigger does not apply; serves on two other public boards (YETI Holdings and Kontoor Brands) for a total of three, within the four-board limit.
Independent director since 2024 and audit committee financial expert with 33 years of finance experience at McCormick; exempt from TSR trigger as he joined within the past 24 months; serves on one other public board (MillerKnoll), within limits.
Independent director since 2014 with extensive healthcare and pharma leadership experience; chairs the Governance, Nominating & Corporate Responsibility Committee; TSR trigger does not apply; serves on three other public boards (Teva, Dentsply Sirona, SGS) for a total of four including CHD, which is within the four-board limit per company policy.
Independent director since 2008, audit committee chair, and financial expert with broad CFO and consumer goods expertise; TSR trigger does not apply; serves on one other public board (Wendy's), within limits.
Independent director since 2018 with technology and venture capital expertise relevant to the company's digital strategy; TSR trigger does not apply; no overboarding or other governance concerns identified.
All 11 director nominees pass the key governance screens. Church & Dwight's 3-year stock return of +14.1% falls in the low-positive tier, meaning the TSR underperformance trigger would require a gap of at least 50 percentage points versus the XLP sector ETF benchmark; the actual gap is only -6.5pp, so the trigger does not fire for any director. No director is overboarded, all attended at least 75% of meetings in 2025, all independent directors are properly classified, and audit committee members include three designated financial experts. The board is recommended FOR across the full slate.
Say on Pay
✓ FORCEO
Richard A. Dierker
Total Comp
$9,799,678
Prior Support
N/A
The new CEO Richard Dierker's total reported compensation of approximately $9.8 million is reasonable for the CEO of a ~$22.7 billion market cap consumer staples company and does not appear to exceed benchmark thresholds based on title, sector, and market cap. The pay program is structured with a meaningful portion in variable and long-term incentives — including stock options, performance stock awards tied to multi-year metrics, and an annual incentive plan using five diverse performance metrics — which represents a sound pay-for-performance structure. The company has robust clawback policies, stock ownership requirements, and no concerning governance features such as excise tax gross-ups or re-pricing of options, supporting a FOR determination.
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 core audit fees of $4,473,570, well below the 50% threshold that would raise independence concerns. Deloitte is a Big 4 firm appropriate for a $22.7 billion market cap company. Auditor tenure was not explicitly disclosed in the proxy, so the tenure trigger cannot be applied and no negative inference is drawn. No material financial restatements were identified.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 4
Stockholder proposal seeking to permit stockholder action by written consent
The right to act by written consent is a mainstream governance improvement that gives shareholders the ability to take action between annual meetings without waiting for a special meeting to be called, and proxy advisors generally support such proposals. Church & Dwight currently allows shareholders owning at least 25% of shares to call a special meeting, which provides some avenue for shareholder action, but written consent rights offer a more direct and lower-friction alternative. Absent identification of the specific filer as ideological in nature, and given this is a standard governance ask of the type supported by major institutional investors, the proposal is evaluated on its merits and warrants a FOR vote as a meaningful addition to shareholder rights.
Overall Assessment
The 2026 Church & Dwight annual meeting presents a clean ballot with no significant governance red flags: all 11 director nominees pass TSR, attendance, independence, and overboarding screens; Deloitte's non-audit fee ratio is well within acceptable bounds; and the executive compensation program is reasonably structured with meaningful performance conditions and clawback protections. The one contested item is a stockholder proposal seeking written consent rights, which represents a legitimate governance improvement worth supporting despite the board's opposition.