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Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]          
Pay vs Performance Disclosure, Table

Pay Versus Performance

As required by SEC rules, we are providing the following information about the relationship between (i) the total compensation of our CEO and non-CEO Named Officers, as presented in the Summary Compensation Table on page 45 (“SCT Total”), (ii) the “compensation actually paid” to our CEO and non-CEO Named Officers, as calculated in accordance with Item 402(v) of Regulation S-K (“CAP”) and (iii) certain financial performance of the Company. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K and does not necessarily reflect value actually realized by the Named Officers. The P&O Committee evaluates compensation decisions in light of Company or individual performance and does not use “compensation actually paid” as a basis for making compensation decisions. For information concerning our compensation philosophy and how we align executive compensation with our performance, see the CD&A.

 

     

Average

Summary

   Average  

Value of Initial Fixed $100

 Investment Based On:

      

Year

(a)

  

Summary

Compensation

Table

Total for CEO

($)

(b)

(1) 

  

Compensation

Actually Paid

to CEO

($)

(c)

  

(2) 

  

Compensation

Table Total for

Non-CEO

Named Officers

($)

(d)

(1) 

  

Compensation

Actually Paid to

Non-CEO Named

Officers

($)

(e)

(2) 

 

Total

Shareholder

Return

($)

 (f)

  

Peer Group

Total

Shareholder

Return

($)

(g)

(3) 

  

Net Income

($ in

millions)

 (h)

  

Company-Selected

Measure:

Organic Sales

Growth

(%)

 (i)

(4) 

  
2024   18,234,864   31,680,526   4,875,100   7,652,617   148.5   125.6   3,049   7.4  
2023   17,121,584   19,463,894   4,705,766   5,197,259   127.4   119.8   2,455   8.4  
2022   14,462,406   11,047,446   4,061,090   3,453,780   122.8   125.5   1,967   7.0  
2021   15,458,151   18,008,793   4,085,777   4,559,072   129.8   126.7   2,338   4.4  
2020   14,364,118   22,765,213   4,024,886   5,573,106   127.2   110.9   2,860   7.2  

 

        
Company Selected Measure Name Organic sales growth        
Named Executive Officers, Footnote

(1)Noel Wallace was our Chairman, President and Chief Executive Officer for all years presented in the table. The non-CEO Named Officers presented in the table are Stanley J. Sutula III (all years), Jennifer M. Daniels (all years), Prabha Parameswaran (all years), Panagiotis Tsourapas (all years) and Henning I. Jakobsen (2020).
        
Peer Group Issuers, Footnote

(3)Represents the weighted peer group total shareholder return, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is our Comparison Group, as defined in the CD&A, which is also the peer company index used by us for purposes of Item 201(e) of Regulation S-K.
        
PEO Total Compensation Amount [1] $ 18,234,864 $ 17,121,584 $ 14,462,406 $ 15,458,151 $ 14,364,118
PEO Actually Paid Compensation Amount [2] $ 31,680,526 19,463,894 11,047,446 18,008,793 22,765,213
Adjustment To PEO Compensation, Footnote

 

 

(2)The following table describes the adjustments for 2024, each of which is required by SEC rules, to calculate CAP from the SCT Total. The SCT Total and CAP amounts do not reflect the actual amount of compensation earned by or paid to our Named Officers during the applicable years, but rather are amounts determined in accordance with Item 402(v) of Regulation S-K.

 

   2024 
Adjustments ($)  CEO  

Non-CEO

Named

Officers*

 
SCT Total   18,234,864    4,875,100 
Adjustments for defined benefit and actuarial pension plans          
(Deduct): Aggregate change in actuarial present value included in SCT Total for the covered year   (54,971)   (5,412)
Add: Service cost and prior service cost for the covered year   —    — 
Adjustments for equity awards          
(Deduct): Aggregate value for stock awards and option awards included in SCT Total for the covered year   (11,193,028)   (2,270,946)
Add: Fair value at covered year end of awards granted during the covered year that were outstanding and unvested at the covered year end   10,103,082    2,039,611 
Add: Year-over-year change in fair value at covered year end of awards granted in any prior year that were outstanding and unvested at the covered year end   6,311,170    1,333,307 
Add: Vesting date fair value of awards granted and vested during the covered year   89,690    19,182 
Add: Change as of the vesting date (from end of the prior year) in fair value of awards granted in any prior year for which vesting conditions were satisfied during the covered year   8,114,669    1,646,610 
(Deduct): Fair value at end of prior year of awards granted in any prior year that failed to meet the applicable vesting conditions during the covered year   —    — 
Add: Dividends or other earnings paid on awards in the covered year prior to vesting if not otherwise included in SCT Total for the covered year   75,050    15,165 
CAP (as calculated)   31,680,526    7,652,617 

 

*Amounts presented are averages for the entire group of Non-CEO Named Officers

 

For purposes of the above adjustments, the fair value of unvested equity awards was calculated on each of the required measurement dates using methodologies and assumptions consistent with the grant date fair value calculations for accounting purposes. The fair values of stock option awards were determined using the Black-Scholes model with corresponding assumptions (expected term of stock option awards, expected volatility, risk-free interest rate and expected dividend yield) as of the measurement dates. The fair values of PBRSU awards were determined using a Monte-Carlo simulation as of the measurement dates. Prior to the final measurement dates, the total values of unvested PBRSU awards were determined based on the probable outcome of performance-based vesting conditions and the relevant Monte Carlo fair value on that measurement date. On the final measurement dates, the fair values of PBRSU awards were determined based on the approved payout factor and the closing price of our Common Stock on those dates. The fair values of time-based RSU awards were determined using the closing price of our Common Stock on the measurement dates.

 

        
Non-PEO NEO Average Total Compensation Amount [1] $ 4,875,100 [3] 4,705,766 4,061,090 4,085,777 4,024,886
Non-PEO NEO Average Compensation Actually Paid Amount [2] $ 7,652,617 [3] 5,197,259 3,453,780 4,559,072 5,573,106
Adjustment to Non-PEO NEO Compensation Footnote

 

(2)The following table describes the adjustments for 2024, each of which is required by SEC rules, to calculate CAP from the SCT Total. The SCT Total and CAP amounts do not reflect the actual amount of compensation earned by or paid to our Named Officers during the applicable years, but rather are amounts determined in accordance with Item 402(v) of Regulation S-K.

 

   2024 
Adjustments ($)  CEO  

Non-CEO

Named

Officers*

 
SCT Total   18,234,864    4,875,100 
Adjustments for defined benefit and actuarial pension plans          
(Deduct): Aggregate change in actuarial present value included in SCT Total for the covered year   (54,971)   (5,412)
Add: Service cost and prior service cost for the covered year   —    — 
Adjustments for equity awards          
(Deduct): Aggregate value for stock awards and option awards included in SCT Total for the covered year   (11,193,028)   (2,270,946)
Add: Fair value at covered year end of awards granted during the covered year that were outstanding and unvested at the covered year end   10,103,082    2,039,611 
Add: Year-over-year change in fair value at covered year end of awards granted in any prior year that were outstanding and unvested at the covered year end   6,311,170    1,333,307 
Add: Vesting date fair value of awards granted and vested during the covered year   89,690    19,182 
Add: Change as of the vesting date (from end of the prior year) in fair value of awards granted in any prior year for which vesting conditions were satisfied during the covered year   8,114,669    1,646,610 
(Deduct): Fair value at end of prior year of awards granted in any prior year that failed to meet the applicable vesting conditions during the covered year   —    — 
Add: Dividends or other earnings paid on awards in the covered year prior to vesting if not otherwise included in SCT Total for the covered year   75,050    15,165 
CAP (as calculated)   31,680,526    7,652,617 

 

*Amounts presented are averages for the entire group of Non-CEO Named Officers

 

For purposes of the above adjustments, the fair value of unvested equity awards was calculated on each of the required measurement dates using methodologies and assumptions consistent with the grant date fair value calculations for accounting purposes. The fair values of stock option awards were determined using the Black-Scholes model with corresponding assumptions (expected term of stock option awards, expected volatility, risk-free interest rate and expected dividend yield) as of the measurement dates. The fair values of PBRSU awards were determined using a Monte-Carlo simulation as of the measurement dates. Prior to the final measurement dates, the total values of unvested PBRSU awards were determined based on the probable outcome of performance-based vesting conditions and the relevant Monte Carlo fair value on that measurement date. On the final measurement dates, the fair values of PBRSU awards were determined based on the approved payout factor and the closing price of our Common Stock on those dates. The fair values of time-based RSU awards were determined using the closing price of our Common Stock on the measurement dates.

        
Compensation Actually Paid vs. Total Shareholder Return

 

 

 

CAP vs TSR and Peer Group TSR CAP vs Net Income
   
   
CAP vs Organic Sales Growth
 

 

 

        
Compensation Actually Paid vs. Net Income

 

 

CAP vs TSR and Peer Group TSR CAP vs Net Income
   
   
CAP vs Organic Sales Growth
 

 

        
Compensation Actually Paid vs. Company Selected Measure

 

CAP vs TSR and Peer Group TSR CAP vs Net Income
   
   
CAP vs Organic Sales Growth
 

        
Tabular List, Table

Tabular List of Financial Performance Measures Used to Link CAP for the Most Recently Completed Fiscal Year To Company Performance

The following table lists the financial performance metrics that, in our assessment, represent the most important financial performance measures we use to link CAP for our Named Officers for 2024 to Company performance.

 

Adjusted Earnings Per Share

Free Cash Flow Productivity 

Organic Sales Growth (Company-Selected Measure)

Relative Adjusted Net Income Growth 

Relative Organic Sales Growth

Relative Total Shareholder Return

        
Total Shareholder Return Amount $ 148.5 127.4 122.8 129.8 127.2
Peer Group Total Shareholder Return Amount [4] 125.6 119.8 125.5 126.7 110.9
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest $ 3,049,000,000 $ 2,455,000,000 $ 1,967,000,000 $ 2,338,000,000 $ 2,860,000,000
Company Selected Measure Amount [5] 0.074 0.084 0.070 0.044 0.072
PEO Name Noel Wallace Noel Wallace Noel Wallace Noel Wallace Noel Wallace
Measure [Axis]: 1          
Pay vs Performance Disclosure [Table]          
Measure Name Adjusted Earnings Per Share        
Measure [Axis]: 2          
Pay vs Performance Disclosure [Table]          
Measure Name Free Cash Flow Productivity        
Measure [Axis]: 3          
Pay vs Performance Disclosure [Table]          
Measure Name Organic Sales Growth (Company-Selected Measure)        
Non-GAAP Measure Description

 

(4)Organic sales growth is a non-GAAP financial measure defined as net sales excluding foreign exchange, acquisitions and divestments. Please see Annex A for a reconciliation of organic sales growth to net sales growth calculated in accordance with GAAP.
        
Measure [Axis]: 4          
Pay vs Performance Disclosure [Table]          
Measure Name Relative Adjusted Net Income Growth        
Measure [Axis]: 5          
Pay vs Performance Disclosure [Table]          
Measure Name Relative Organic Sales Growth        
Measure [Axis]: 6          
Pay vs Performance Disclosure [Table]          
Measure Name Relative Total Shareholder Return        
PEO [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount $ (54,971)        
PEO [Member] | Aggregate Pension Adjustments Service Cost [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 0        
PEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount (11,193,028)        
PEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 10,103,082        
PEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 6,311,170        
PEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 89,690        
PEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 8,114,669        
PEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 0        
PEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount 75,050        
Non-PEO NEO [Member] | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount [3] (5,412)        
Non-PEO NEO [Member] | Aggregate Pension Adjustments Service Cost [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount [3] 0        
Non-PEO NEO [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount [3] (2,270,946)        
Non-PEO NEO [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount [3] 2,039,611        
Non-PEO NEO [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount [3] 1,333,307        
Non-PEO NEO [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount [3] 19,182        
Non-PEO NEO [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount [3] 1,646,610        
Non-PEO NEO [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount [3] 0        
Non-PEO NEO [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount [3] $ 15,165        
[1] Noel Wallace was our Chairman, President and Chief Executive Officer for all years presented in the table. The non-CEO Named Officers presented in the table are Stanley J. Sutula III (all years), Jennifer M. Daniels (all years), Prabha Parameswaran (all years), Panagiotis Tsourapas (all years) and Henning I. Jakobsen (2020).
[2] The following table describes the adjustments for 2024, each of which is required by SEC rules, to calculate CAP from the SCT Total. The SCT Total and CAP amounts do not reflect the actual amount of compensation earned by or paid to our Named Officers during the applicable years, but rather are amounts determined in accordance with Item 402(v) of Regulation S-K.
[3] Amounts presented are averages for the entire group of Non-CEO Named Officers
[4] Represents the weighted peer group total shareholder return, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is our Comparison Group, as defined in the CD&A, which is also the peer company index used by us for purposes of Item 201(e) of Regulation S-K.
[5] Organic sales growth is a non-GAAP financial measure defined as net sales excluding foreign exchange, acquisitions and divestments. Please see Annex A for a reconciliation of organic sales growth to net sales growth calculated in accordance with GAAP.