Colgate-Palmolive (CL) DEF 14ADefinitive proxy

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Colgate-Palmolive Company

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Our Priorities

Driving Organic Sales Growth •   Accelerating growth through premium innovation in our core businesses •   Pursuing adjacent categories •   Expanding in faster-growing channels and markets •   Maximizing growth online •   Investing to drive penetration in growing populations, including through our Bright Smiles, Bright Futures oral health education program

Maximizing Efficiency in Our Income Statement •   Generating savings as part of our ongoing funding-the-growth cost-saving initiatives and our 2022 Global Productivity Initiative •   Using advanced data analytics to identify opportunities that drive growth and efficiencies •   Investing in technology to drive simplification, efficiency and standardization •   Driving our digital transformation and operating with a digital-first mindset in all aspects of our business

Deploying Cash Flow Effectively •   Capital spending to drive growth and productivity •   Making smart acquisitions that expand our categories, improve our market positions and/or add capabilities •   Paying cash dividends every year since 1895 and increasing dividends for 59 consecutive years •   Returning value to stockholders through ongoing share repurchases

Demonstrating Our Purpose •   Committed to being a caring, innovative growth company reimagining a healthier future for all people, their pets and our planet •   Focused on implementing our global sustainability and social impact strategy with three key ambitions—Preserving Our Environment, Helping Millions of Homes and Driving Social Impact •   Committed to becoming a more diverse, equitable and inclusive organization •   Governance is an ongoing commitment shared by the Board of Directors, management and all Colgate people

Learn more about our key priorities from the Annual Report, available in the Investors section of our website at www.colgatepalmolive.com To learn about our 2025 Sustainability & Social Impact Strategy, see the inside back cover of this Proxy Statement. Additional information about our sustainability and social impact initiatives and about our diversity, equity and inclusion initiatives is available in the Sustainability and Diversity, Equity and Inclusion sections of our website at www.colgatepalmolive.com (The information on the Annual Report and Sustainability and Diversity, Equity and Inclusion web pages is not incorporated by reference into, and does not form part of, this Proxy Statement)

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Message from Our Chairman, President and CEO

March 23, 2022

Dear Fellow Colgate Stockholder:

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Letter to Stockholders from Our Directors

March 23, 2022

Dear Fellow Colgate Stockholder:

We are honored to serve as your Board and want to thank you for placing your trust in us to oversee your Company and to represent you and your interests. We are pleased that Colgate continues to deliver strong progress against our growth strategy, even as we continued to navigate unprecedented uncertainty and difficult operating conditions during 2021 due to the ongoing COVID-19 pandemic.

Environmental, Social and Governance

Environmental, social and governance initiatives remain an important focus for Colgate and, as your Board, oversight of these issues has been and remains one of our key priorities. As part of this focus, we, together with Colgate’s management, have engaged proactively with investors to learn from their perspectives on ESG matters and to share our approach. We oversee the implementation of Colgate’s 2025 Sustainability & Social Impact Strategy, which is focused on three key ambitions: preserving our environment by accelerating action on climate change and reducing our environmental footprint; helping millions of homes by empowering people to develop healthier habits; and driving social impact with a commitment to helping to ensure the well-being of all people and their pets. As part of this oversight, we receive regular updates on progress against the 2025 Sustainability & Social Impact Strategy’s targets, as well as on sustainability risks and opportunities.

We are also sharply focused on human capital management and operating in an inclusive, responsible and respectful manner, with a particular emphasis on diversity, equity and inclusion, which we view as crucial to Colgate’s ongoing business success. As a truly global company, we believe our workforce should reflect the diversity of the communities in which Colgate people live and work. Our oversight of this area includes regular updates from management on the implementation of Colgate’s diversity, equity and inclusion strategy and initiatives, including progress against hiring and representation goals. In further recognition of the importance of ESG matters to Colgate’s continuing success, the Personnel and Organization Committee of the Board has determined to add performance measures to the 2022 annual incentive program tied to Colgate’s sustainability and diversity, equity and inclusion progress. Starting in 2022, these measures will become a component of the strategic measure discussed in this Proxy Statement.

Responsiveness to Stockholders

We are committed to strong corporate governance, continuous improvement and being responsive to our stockholders. At Colgate’s 2021 Annual Meeting, a stockholder proposal seeking to lower the ownership threshold required to call a special stockholder meeting from 25% to 10% received 50.6% support. Thereafter, we asked management to conduct outreach to solicit investors’ input on the ownership percentage that should be required to call special meetings. We gave careful consideration to the views expressed by investors during this outreach and concluded that changing the threshold to allow for one or more stockholders owning in the aggregate not less than 15% of our outstanding common stock for at least one year to call a special meeting was in the Company’s best interests. This change was supported by the vast majority of investors with whom the Company engaged. In making this determination, we also considered the slim margin by which the proposal passed.

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Letter to Stockholders from Our Directors

During the outreach meetings, investors also expressed their views regarding the independent chair stockholder proposal received at the 2021 Annual Meeting, which received 47.6% of votes in favor. We found that a majority of the investors with whom the Company engaged did not support an independent chair requirement for Colgate, and that most of those who had supported the proposal did so solely based on their institutional voting policy, rather than due to any concerns specific to Colgate. Following this engagement and a review of external practices, we determined that the duties of the Lead Director defined in our corporate governance guidelines should be enhanced. In many instances, the expanded responsibilities, which are described in greater detail beginning on page 20 of this Proxy Statement, simply formalized activities that the Lead Director already had been performing.

Together with Colgate’s management team, we remain committed to creating long-term value for you and to meeting the needs of all of our stakeholders. Despite the continued challenges the world faces, we believe that, by ensuring Colgate’s strategies focus on all of our stakeholders, Colgate is well positioned to deliver sustainable, profitable growth over the long term.

Thank you for your trust and support and your continued investment in Colgate.

Very truly yours,

The Members of Colgate’s Board of Directors

John P. Bilbrey	John T. Cahill	Lisa M. Edwards
C. Martin Harris	Martina Hund-Mejean	Kimberly A. Nelson
Lorrie M. Norrington	Michael B. Polk
Stephen I. Sadove	Noel R. Wallace

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Notice of Annual Meeting of Stockholders

Logistics

DATE AND TIME

Friday, May 6, 2022, at 10:00 a.m. Eastern Daylight Time

LIVE WEBCAST

www.virtualshareholder meeting.com/CL2022

WHO CAN VOTE

Stockholders of record at the close of business on March 7, 2022 are entitled to vote at the Annual Meeting

Items to be Voted On	Board Recommendation
PROPOSAL 1 Elect as directors the ten nominees identified in the Proxy Statement		FOR each director nominee
PROPOSAL 2 Ratify selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022		FOR
PROPOSAL 3 Advisory vote on executive compensation		FOR
PROPOSALS 4-5 Stockholder proposals, if properly presented at the meeting		AGAINST

Stockholders will also consider and act upon such other business as may properly come before the meeting.

Because the Annual Meeting is virtual and being conducted only via live webcast, stockholders will not be able to physically attend the Annual Meeting. To attend the virtual meeting, vote and examine our stockholder list during the meeting, go to www.virtualshareholdermeeting.com/CL2022. You will need the 16-digit control number found on your Notice of Internet Availability, your proxy card or the instructions that accompany your proxy materials to participate in the Annual Meeting.

Your vote is important. We encourage you to vote by proxy even if you plan to attend the virtual meeting. You may vote your proxy via the internet or by telephone by following the instructions included on your Notice of Internet Availability, your proxy card or the instructions that accompany your proxy materials. If you received a printed copy of your proxy materials, you may also vote by mail by signing, dating and returning your proxy card in the envelope provided. Voting now will not limit your right to change your vote or to attend the virtual meeting.

March 23, 2022

Jennifer M. Daniels
Chief Legal Officer and Secretary

Colgate-Palmolive Company
300 Park Avenue
New York, New York 10022

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Proxy Statement Summary

This summary highlights information about Colgate-Palmolive Company (referred to in this Proxy Statement as “we,” “us,” “our,” “Colgate” or the “Company”) and our upcoming 2022 Annual Meeting of Stockholders (the “Annual Meeting”) contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting.

About Colgate

Our Purpose: We are a caring, innovative growth company reimagining a healthier future for all people, their pets and our planet. We develop and sell health and hygiene products and pet nutrition offerings essential to society that make people’s and their pets’ lives healthier and more enjoyable, with products marketed in over 200 countries and territories across four core categories.

Oral Care		Personal Care				Home Care		Pet Nutrition		Worldwide 2021 Net Sales $17.4 Billion
Key Brands		Key Brands				Key Brands		Key Brands
•  Colgate •  elmex •  hello •  meridol •  Sorriso •  Tom’s of Maine		•  Palmolive •  EltaMD •  Filorga •  Irish Spring •  PCA Skin		•  Protex •  Sanex •  Softsoap •  Speed Stick		•  Palmolive •  Ajax •  Axion •  Fabuloso •  Soupline •  Suavitel		•  Hill’s Science Diet •  Hill’s Prescription Diet

Living Our Values: Our approximately 33,800 employees worldwide share a commitment to our three core corporate values: caring, global teamwork and continuous improvement. These values are reflected not only in the quality of our products and reputation, but also in our dedication to serving the communities where we live and work.

CARING	GLOBAL TEAMWORK	CONTINUOUS IMPROVEMENT
We care about people: Colgate people, consumers, customers, stockholders and business partners. We are committed to acting with compassion, integrity, honesty and high ethics in all situations and to providing Colgate people with an innovative and inclusive work environment. We are also committed to protecting the environment, to enhancing the communities where we live and work and to complying with government laws and regulations.	All Colgate people are part of a global team, committed to working and collaborating together across functions and countries. Only by sharing ideas, technologies and talents can we achieve and sustain profitable growth.	We are committed to getting better every day in all that we do, as individuals and as teams. We continue to drive a continuous learning culture and transform our learning strategy to better meet the evolving expectations of Colgate people. We are focused on implementing new ways of working, developing strategic capabilities and instilling a growth mindset to drive innovation with focus, empowerment, experimentation and digitalization.

Roadmap of Voting Items

Items to be Voted On	Board’s Voting Recommendation			More Information
PROPOSAL 1 Elect as directors the ten nominees identified in the Proxy Statement		FOR each director nominee		Page 61
PROPOSAL 2 Ratify selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022		FOR		Page 61
PROPOSAL 3 Advisory vote on executive compensation		FOR		Page 64
PROPOSALS 4-5 Stockholder proposals, if properly presented at the meeting		AGAINST		Page 64

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Proxy Statement Summary

Director Nominees

The following table provides summary information about the ten director nominees the Board has nominated for election at the Annual Meeting. Additional information about each nominee’s background and experience can be found beginning on page 14.

Name and Principal Occupation	Age	Years of Tenure	Committee Memberships				Other Current Public Company Boards
			AUD	FIN	NGCR	P&O
John P. Bilbrey Independent Former Chairman, President and Chief Executive Officer, The Hershey Company	65	7					Campbell Soup Company Elanco Animal Health Inc. Tapestry, Inc.
John T. Cahill Independent Vice Chairman, The Kraft Heinz Company	64	17					American Airlines Group Inc. The Kraft Heinz Company
Lisa M. Edwards Independent President and Chief Operating Officer, Diligent Corporation	54	3
C. Martin Harris Independent Associate Vice President of the Health Enterprise and Chief Business Officer, Dell Medical School	65	6					Invacare Corporation MultiPlan Corporation Thermo Fisher Scientific Inc.
Martina Hund-Mejean Independent Former Chief Financial Officer, Mastercard Inc.	61	2					Prudential Financial, Inc. Shell plc
Kimberly A. Nelson Independent Former Senior Vice President, External Relations, General Mills, Inc.	59	1					Cummins Inc. Tate & Lyle PLC
Lorrie M. Norrington Independent Operating Partner, Lead Edge Capital LLC	62	7					Asana, Inc. Autodesk, Inc. HubSpot, Inc.
Michael B. Polk Independent Advisory Director, Berkshire Partners LLC and Chief Executive Officer, Implus LLC	61	8					Logitech International S.A.
Stephen I. Sadove Independent, Lead Director Founding Partner, JW Levin Management Partners LLC	70	15					Aramark Movado Group, Inc. Park Hotels & Resorts Inc.
Noel R. Wallace Chairman, President and Chief Executive Officer, Colgate-Palmolive Company	57	3

AUD

Audit

FIN

Finance

NGCR

Nominating, Governance & Corporate Responsibility

P&O Personnel & Organization

Member

Chair

Director Nominee Highlights

Strong Board Diversity

4/10	3/10	7.3
women*	members of underrepresented communities*	years average tenure of independent nominees
			61.8 average age

*	Ms. Edwards, Ms. Hund-Mejean, Ms. Nelson and Ms. Norrington are our female director nominees. Dr. Harris and Ms. Nelson identify as African-American and Ms. Norrington identifies as LGBTQ+.

Director Nominee Diversity, Experience, Skills and Qualifications

The Nominating, Governance and Corporate Responsibility Committee (the “NGCR Committee”) seeks to compose a Board with members who have a broad range of experiences, skills, diversity and different perspectives. In addition to educational achievement and a strong moral and ethical character, the following skills and attributes were all considered by the Board in connection with this year’s director nomination process:

2022 Proxy Statement

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Proxy Statement Summary

Governance Highlights

The Board believes that good corporate governance accompanies and greatly aids our long-term business success and that we have consistently been at the forefront of good corporate governance. Reflecting its commitment to continuous improvement, the Board reviews its governance practices on an ongoing basis to ensure that they promote stakeholder value. The governance section beginning on page 6 describes our corporate governance framework and commitment, which includes the following highlights:

BOARD FOCUSED ON KEY STRATEGIC PRIORITIES   Board plays major role in overseeing business strategy and performance, risk management, Company culture and succession planning   Board and management focus on environmental, social and governance (“ESG”) matters and cybersecurity, each of which we believe is crucial to our ongoing business success

FOCUS ON BOARD PERFORMANCE   Board composition defined by strong leadership and experience   Strong focus on diversity (50% of director nominees are female and/or members of underrepresented communities)   100% attendance of incumbent directors at Board and committee meetings in 2021   Mandatory retirement age of 72 provides a mechanism for regular Board refreshment   Directorship limits and related policies prevent overboarding   Annual Board and committee self-evaluations   Regular independent director evaluations   Regular review of committee charters, corporate governance guidelines, director qualifications and related policies

ALIGNMENT WITH STOCKHOLDER INTERESTS   Substantial majority of director compensation paid in Colgate equity   Robust stock ownership requirements for directors and officers   Clawback, anti-hedging and anti-pledging policies   Pay-for-performance philosophy   Robust annual stockholder engagement program

BOARD INDEPENDENCE   Strict director independence standards   9 out of 10 director nominees are independent (all except for the Chief Executive Officer)   Board committees are 100% independent   Independent Lead Director duties enhanced in 2021   Executive sessions of independent directors are held at every regularly scheduled Board meeting

STOCKHOLDER RIGHTS   Annual election of all directors   Majority voting and director resignation policy for directors in uncontested elections   Stockholders have ability to call special meetings (threshold reduced to 15% in 2021) and to act by written consent   Stockholders have proxy access right

Executive Compensation Program Highlights

The key principles underlying our compensation philosophy are aligning pay and performance, driving strong business results and our strategic plan, focusing on long-term shareholder return, motivating and retaining critical talent and reflecting external market and competitive practices.

In 2021, the compensation of the Named Officers (as defined in the Compensation Discussion and Analysis, or “CD&A”) was designed so that approximately 75% to 90% of their target direct compensation (salary and target annual and long-term incentives) would be performance-based. Annual and long-term incentive award payments vary from target levels based on our business performance, and long-term incentive award payments and the value of equity awards also vary based on the performance of our common stock (“Common Stock”).

Our executive compensation program for 2020 received substantial stockholder support and was approved, on an advisory basis, by 92.2% of stockholders voting on the proposal at the 2021 Annual Meeting of Stockholders.

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Governance of the Company

Our Corporate Governance Commitment

We are a caring, innovative growth company reimagining a healthier future for all people, their pets and our planet. The Board believes that good corporate governance accompanies and greatly aids our achievement of this purpose, as well as our long-term business success. Our key strategic business priorities are driving organic sales growth and long-term profitable growth through premium innovation in our core businesses, leveraging faster growth in adjacent categories, expanding in high-growth channels and markets and delivering margin expansion through operating leverage and efficiency; and maximizing the impact of our ESG programs and leading in the development of human capital, including our sustainability and social impact and diversity, equity and inclusion (“DE&I”) strategies. The Board has been at the center of these key priorities, helping to design and implement them across the organization, and seeing that they guide our operations.

The Board believes that we have consistently been at the forefront of good corporate governance. Reflecting its commitment to continuous improvement, the Board reviews its governance practices on an ongoing basis to ensure that they promote stakeholder value.

Board Independence, Expertise and Accountability

Strict Director Independence Standards

With the exception of Noel R. Wallace, our Chairman of the Board, President and Chief Executive Officer (the “CEO”), the Board is comprised entirely of independent directors. All members of the Audit Committee, the Finance Committee, the NGCR Committee and the P&O Committee are independent directors. The Board believes that an independent director should be free of any relationship with Colgate or our senior management that may in fact or in appearance impair the director’s ability to make independent judgments or compromise the director’s objectivity and loyalty to stockholders. Based on this principle, the Board adopted director independence standards that outline the types of relationships, both personal and professional, between directors and the Company, our senior management, other directors and third parties that, if present, would preclude a finding of independence. These standards, which are stricter than those required by the listing standards of the New York Stock Exchange (the “NYSE”), guide the Board’s annual affirmative determinations of independence. A copy of the standards is available on our website. For more information regarding our independence standards and the Board’s determinations of independence, see “Director Independence.”

Executive Sessions/Lead Director

The independent directors of the Board meet in executive session, without any members of management present, at every regularly scheduled Board meeting. The Lead Director chairs these sessions. The Lead Director serves a three-year term and is selected by the independent directors following nomination by the NGCR Committee. Stephen I. Sadove is currently serving as the Lead Director. For more information regarding the Board’s leadership structure and the responsibilities of the Lead Director, which were enhanced in 2021 in connection with a review of external practices and in response to stockholder feedback, see “Board Structure and Responsibilities—Board Leadership Structure.”

All Directors Elected Annually by Majority Vote

The Board is accountable to stockholders through the annual election of all directors by majority vote. We have never had a staggered board. Under our by-laws, in uncontested elections for directors, if a nominee for director who is an incumbent director is not re-elected by a majority of the votes cast, the by-laws require the director to promptly tender his or her resignation to the Board. The NGCR Committee will then consider the resignation and make a recommendation to the Board.

Director Attendance at Annual Meetings

It is our policy that all members of the Board should attend our Annual Meeting of Stockholders, whether held virtually or in person, unless extraordinary circumstances prevent a director’s attendance. All of the ten directors who were elected to the Board at the 2021 Annual Meeting were in attendance.

Proxy Access

Our by-laws permit a group of up to 20 stockholders who have owned at least three percent of our outstanding Common Stock continuously for at least three years to submit director nominees (up to the greater of two individuals or 20% of the Board) for inclusion in our proxy statement if the stockholder(s) and the nominee(s) satisfy the requirements specified in our by-laws.

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Governance of the Company

Audit Committee Independence and Financial Literacy

All members of the Audit Committee are independent directors. The Board has also determined that all members of the Audit Committee are “audit committee financial experts,” as that term is defined under the rules of the Securities and Exchange Commission (the “SEC”), and that they meet the independence and financial literacy requirements of the NYSE.

Board Experience and Diversity

As our present directors exemplify, we value enterprise leadership experience; relevant sector experience in our or a complementary industry, finance, regulatory and public service or digital, technology and innovation; international experience; corporate governance experience; educational achievement; and strong moral and ethical character. A copy of our criteria for Board membership, entitled “Independent Board Candidate Qualifications,” is available on our website. We are strongly focused on diversity, and 50% of director nominees are female and/or members of underrepresented communities. For more information regarding the role of diversity in the selection of nominees for Board membership, see “The Board of Directors—Director Diversity, Experience, Skills and Qualifications.”

Board Focused on Key Strategic Priorities

Strategic Role of Board

The Board plays an essential role in guiding and overseeing our business strategy. It was deeply involved in the development of our strategic plan and receives detailed briefings throughout the year on critical aspects of its implementation. These include reviews of the strategic choices we are making and the capabilities needed to deliver against our goals, as well as performance reviews of operating divisions, product categories and competitive and marketplace trends.

Role of Board in Risk Management

The Board oversees our risk management process to ensure it is properly designed, well-functioning and consistent with our overall corporate strategy. Annually, the Board or a relevant committee reviews each of the top risk areas identified by management and receives reports more regularly for certain risk areas to ensure risks are being adequately managed. See “Board Structure and Responsibilities—Board Role in Risk Oversight” for more information about our risk management process.

Oversight of Company Culture

The Board believes that our culture and our core corporate values of caring, global teamwork and continuous improvement are critical to our business success. It monitors the ongoing impact of those values and our culture in various ways, including by visiting our operations and reviewing the results of employee engagement surveys and related responsive actions.

Succession Planning

The Board has extensive involvement in succession planning and people development, with special focus on CEO succession. It discusses potential successors to key executives, regularly interacts with key executives and potential successors and examines backgrounds, capabilities and appropriate developmental assignments. Regular reviews of professional training programs, benefit programs and career development processes assist the Board in guiding our people development initiatives.

Cybersecurity

The Board is particularly focused on cybersecurity. Specific responsibility for cybersecurity oversight is delegated to the Audit Committee, and four directors have considerable experience in this area. Our Chief Information Security Officer provides a report to the Audit Committee on cybersecurity quarterly, or more frequently if circumstances warrant, including on topics related to information security, data privacy and cyber risks and mitigation strategies. Our dedicated information security organization, led by our Chief Information Security Officer and overseen by our Chief Information Officer, leverages various frameworks for managing cybersecurity risks, including the National Institute of Standards and Technology (NIST) framework. The information security organization seeks to employ cybersecurity best practices, including implementing new technologies to proactively identify and monitor new vulnerabilities and reduce risk, conducting due diligence of third-party vendors’ information security programs, maintaining security policies and standards and regularly updating and testing our response planning and protocols. The information security organization also works in partnership with our Internal Audit function to review cybersecurity-related internal controls with our external auditors and other third parties as part of the overall internal controls process. Additionally, employees are provided mandatory cybersecurity awareness education and training, including conducting phishing simulations and testing scenarios through tabletop exercises, to help ensure compliance with our cyber policies and procedures. We also have a cybersecurity insurance policy in place.

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Governance of the Company

ESG

ESG initiatives remain an important focus for us. As part of this focus, we have proactively engaged with investors to learn from their perspectives on ESG matters and to share our approach. Oversight of ESG issues has been and remains one of the Board’s key priorities, particularly through the NGCR Committee, which was reconstituted and renamed in 2020 to heighten the Board’s focus on sustainability (including climate change), social responsibility and corporate citizenship matters, and through the P&O Committee, which oversees human capital matters, including our DE&I strategy.

Sustainability (Including Climate Change)

Sustainability is critically important to our overall business and growth strategy. In November 2020, we announced our 2025 Sustainability & Social Impact Strategy, focusing on three key ambitions—preserving our environment by accelerating action on climate change and reducing our environmental footprint; helping millions of homes by empowering people to develop healthier habits; and driving social impact with a commitment to helping to ensure the well-being of all people and their pets. These ambitions are supported by actionable targets consistent with our continued commitment to building environmental and social consciousness into our decision-making. Please see the inside back cover of this Proxy Statement for highlights of our progress and the Sustainability section of our website for more information regarding our 2025 Sustainability & Social Impact Strategy.

The NGCR Committee oversees our 2025 Sustainability & Social Impact Strategy and receives regular updates from management on sustainability matters, risks and opportunities, including our efforts to accelerate action on climate change, reduce our environmental footprint and achieve our “net zero” sustainability targets.

Our sustainability function is overseen by our Group President, Growth and Strategy, an executive officer who reports to our CEO. The management and implementation of our 2025 Sustainability & Social Impact Strategy is led on a day-to-day basis by our Chief Sustainability Officer. Our Chief Sustainability Officer also leads our sustainability steering committee, which is composed of members of senior management. The sustainability steering committee makes strategic decisions related to sustainability and works to integrate our strategy into our broader organization and meet our sustainability targets. Networks of senior leaders in each division and local champions support on-the-ground sustainability efforts, communications and reporting. Moreover, to integrate sustainability tracking and disclosures into our business strategy, operations and employee review process, our global sustainability initiatives are among the individual objectives used to determine the compensation for many of our senior managers. Additional information about our strategy and processes for identifying, assessing and managing climate-related risks and opportunities, including governance, metrics and targets, can be found in the Sustainability section of our website, including our annual Sustainability & Social Impact Report and our report aligned with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations, which we are publishing for the first time in early 2022.

Human Capital (Including DE&I)

As part of our commitment to continuous improvement, we continue to drive a continuous learning culture and transform our learning strategy to better meet the evolving expectations of Colgate people. We provide our employees with learning experiences focused on building leadership skills and offer training programs that are closely aligned with our business strategy. Specifically, we are focused on implementing new ways of working, developing strategic capabilities and instilling a growth mindset to drive innovation with focus, empowerment, experimentation and digitalization. For example, in 2021, we implemented required training for all salaried and clerical employees to support our focus on digital with courses that demonstrate the importance of digital and what it means to have a digital culture. We are committed to listening to our employees and seeing how the Company is evolving and growing through regular employee engagement surveys.

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Governance of the Company

We are also committed to providing all of our employees with an equitable and inclusive work environment, learning opportunities and promotion and growth opportunities. A vital piece of our DE&I strategy has been ensuring that our succession planning process incorporates the advancement of women and people of all cultures, including underrepresented communities. Our global DE&I strategy aims to further advance our commitment to become an even more diverse, equitable and inclusive company through its four pillars of People, Community, Supplier Diversity and Communication. As part of our commitment to transparency and progress in these efforts, we started publishing our latest EEO-1 reports in 2020, and in 2021, we published our first annual DE&I Report. To further emphasize the importance of executing on our DE&I strategy, starting in 2021, DE&I measures were among the individual objectives used to determine the compensation for our managers and each salaried and clerical employee’s annual cash bonus was subject to a 10% downward adjustment if the employee did not complete mandatory allyship and unconscious bias training. We are also measuring our progress in creating a more inclusive organization through inclusion-related questions in our employee engagement surveys and plan to include data regarding the responses to those questions in our 2022 DE&I Report. The P&O Committee receives regular updates on the implementation of our DE&I strategy and initiatives. For more information about our DE&I commitment and initiatives, including detail on the gender and racial/ ethnic diversity of our organization and our most recent EEO-1 reports, please see the Diversity, Equity and Inclusion section of our website.

COVID-19 Safety Response

Throughout the COVID-19 pandemic, our first priority has been and remains protecting the health, safety and well-being of our employees and their families. We have implemented additional health and safety measures to help ensure employee safety, such as health screening, social distancing and personal protective equipment protocols, contact tracing, enhanced cleaning procedures and, in some instances, testing and vaccination requirements. In addition, we are providing ongoing health and safety education, including bringing in experts on infectious diseases and the COVID-19 vaccines. We also leveraged our available technologies to maximize our connectivity and productivity and drew upon new capabilities gained through our focus on digital transformation. Recognizing that our employees faced challenges outside of the workplace, we have also offered Colgate people and their families enhanced mental health and wellness benefits, including counseling, paid leave to care for family members and flexible schedules to adapt to changing circumstances. The Board has received regular updates from management regarding our COVID-19 response throughout the pandemic.

Directors are Stockholders

Director Compensation in Stock

On average, 78% of a non-employee director’s compensation was paid in Colgate equity in 2021. For more information regarding director compensation, see “Compensation of Directors.”

Significant Levels of Director Stock Ownership

Board members own significant amounts of Colgate stock. Under our stock ownership guidelines, independent directors are required to own stock equal in value to at least five times their annual share grant. For more information on director stock ownership, see “Stock Ownership—Stock Ownership of Directors and Executive Officers.”

Established Policies Guide Governance and Business Integrity

Corporate Governance Guidelines

The corporate governance guidelines reflect the Board’s views and Company policy regarding significant corporate governance issues, which the Board believes are best practice. As part of its ongoing review of best practices in corporate governance, the Board periodically reviews and updates the guidelines. A copy of the guidelines, entitled “Board Guidelines on Significant Corporate Governance Issues,” is available on our website.

Code of Conduct

The Board sponsors our Code of Conduct, which promotes the highest ethical standards in all of our business dealings. The Global Ethics and Compliance function, headed by a corporate officer who provides reports directly to the Audit Committee, oversees compliance with these standards and periodically reviews and updates the Code of Conduct in conjunction with our Global Legal Organization. The Code of Conduct applies to our directors and employees, including the CEO, the Chief Financial Officer and the Controller (who is our principal accounting officer), and satisfies the SEC’s requirements for a code of ethics for senior financial officers. The Code of Conduct is available on our website.

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Governance of the Company

Business Integrity Initiatives

The Board supports our efforts to effectively communicate our commitment to ethical business practices, which are led by our Global Ethics and Compliance function. To further this goal, all of our employees worldwide are required to annually certify that they understand and comply with the Code of Conduct. In addition, our executives and key managers worldwide participate in training programs regarding the Code of Conduct, Colgate’s values, effective leadership and the applicable laws and regulations that govern our business practices around the world. Our directors also annually certify their compliance with the Code of Conduct.

Political Expenditures

As set forth in our Code of Conduct, we have a longstanding policy against making contributions to any political party or candidate. In addition, each year, we advise our U.S. trade associations of this policy to prevent the use of Company dues or contributions for any such expenditures and request that such associations that receive at least $10,000 annually from us confirm their compliance with this policy.

Restrictions on Hiring Audit Firm Employees

To bolster the independence of our independent registered public accounting firm and the integrity of our internal financial reporting and audit processes, we have a longstanding policy prohibiting us from hiring any partners or managers engaged in an audit of Colgate or any employees engaged in the corporate portion of an audit of Colgate from PricewaterhouseCoopers LLP, our independent registered public accounting firm, within five years of the end of their engagement without the approval of the Audit Committee.

Hedging and Pledging Policies

To further ensure that the interests of our directors, officers and senior managers are aligned with those of our stockholders, our hedging policy prohibits our directors, officers and employees who receive stock-based compensation from engaging in transactions to hedge against declines in the value of our stock, as further described in the CD&A. The policy also strongly discourages all other employees from entering into such transactions. Further, to prevent forced sales of Colgate stock by our directors and officers, we prohibit our directors and officers from pledging Colgate stock.

Clawback Policies

Our clawback policy permits us to recoup cash and equity-based incentive awards made to an officer or other executive subject to the policy if (i) the financial results on which such awards were based are subsequently restated or (ii) the officer or executive engaged in conduct that violates our Code of Conduct. In addition, our equity award agreements include non-competition, non-solicitation and non-interference restrictions in the event of an employee’s departure from Colgate. Failure to comply with any of these requirements may result in forfeiture and/or cancellation of equity awards.

Direct Access to Management

Management Participation at Board Meetings

Key senior managers regularly attend Board meetings. Topics are presented to the Board by the members of management who are most knowledgeable about the issue at hand irrespective of seniority. An open and informal environment allows dialogue to develop between directors and management, which often produces new ideas and areas of focus.

Direct Access to Management

The Board’s direct access to management continues outside the boardroom in discussions and working groups with corporate officers, division presidents and other employees, often without the CEO present. Directors are invited to and do contact senior managers directly with questions and suggestions.

Ensuring Management Accountability

Performance-Based Compensation

We have linked the pay of our managers and employees at all levels to Colgate’s performance. As described in greater detail in the CD&A, the P&O Committee adheres to this pay-for-performance philosophy, and stock-based incentive awards are a significant component of senior management’s overall compensation.

CEO Evaluation Process

The Board’s evaluation of the CEO is a formal annual process. The CEO is evaluated by the Board against the goals set each year, including both objective measures (such as earnings per share, organic sales growth and achievement of strategic initiatives) and subjective criteria (such as leadership and demonstration of our core values). As part of the overall evaluation process, the Board and the Lead Director meet informally with the CEO to give feedback on a regular basis.

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Board Practices Promote Effective Oversight

Board Size

Designed to maximize board effectiveness, our by-laws fix the number of directors between seven and 15. The number of directors is currently fixed at ten, and ten directors have been nominated for election at the Annual Meeting.

Board Retirement Age

Our by-laws require that no director may stand for re-election after his or her 72nd birthday, which provides a mechanism for regular Board refreshment.

Directorship Limits

To ensure that directors are able to devote sufficient time to properly discharge their duties, our corporate governance guidelines provide that directors should not serve on more than three other public company boards. All directors are in compliance with this policy. Directors are also required to seek the approval of the NGCR Committee prior to joining any corporate board or upon a material change in their qualifications or status, both of which provide a further ongoing mechanism for the Board to evaluate each director’s other commitments and ensure they continue to have sufficient availability.

Meeting Attendance

Each incumbent director attended 100% of the meetings of the Board and the committees on which he or she served in 2021.

Continuous Improvement Through Evaluation and Education

Board Self-Evaluation Process

Each year, the Board evaluates its performance against criteria that it has determined are important to its success. One or more of the following topics may be considered during such evaluations: financial oversight, risk oversight, succession planning, executive compensation, strategic planning, corporate governance, oversight of sustainability issues (including climate change), ethics and compliance and Board composition and structure. The Board then considers the results of the evaluation and identifies steps to enhance its performance.

Board Committee Evaluations

Self-evaluations of each of the Board’s committees are also conducted annually. The results of these evaluations are reviewed with each committee, and further enhancements are agreed for each committee.

Individual Director Evaluations

Complementing the Board and committee self-evaluations, the Board has also developed an individual director evaluation process to be used every three years. Using director effectiveness criteria selected by the Board following a review of external best practices, directors evaluate their peers and the resulting feedback is shared with individual directors by an external facilitator. This process, which the Board most recently conducted in 2020, enables directors to provide valuable feedback to one another and identifies areas of strength and areas of focus for enhanced effectiveness.

Ongoing Director Education

Outside experts periodically present to the Board on various subjects. During 2021, such subjects included tax, executive compensation trends and ESG reporting. From time to time, our directors also visit Colgate operations, deepening their understanding of our business.

The Board of Directors

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Director Diversity, Experience, Skills and Qualifications

The Board selects director candidates based on the recommendation of the NGCR Committee. The NGCR Committee identifies, screens and recruits potential candidates for membership on the Board of Directors, taking into account the needs of Colgate and the Board at the time as well as anticipated future needs. We have engaged a third-party international executive search firm to assist the NGCR Committee in identifying and evaluating potential director candidates.

The NGCR Committee seeks to compose a Board with members who have a broad range of experiences and skills and different perspectives, with a particular emphasis on enterprise leadership experience; relevant sector experience in our or a complementary industry, finance, regulatory and public service or digital, technology and innovation; international experience; corporate governance experience; diversity; educational achievement; and strong moral and ethical character. This variety and depth of experience enables the Board collectively to understand our global business and our consumers around the world and the directors individually to make significant contributions to the deliberations of the Board.

The Board has adopted a written statement, known as the Independent Board Candidate Qualifications and made available on our website, outlining the qualities sought in our directors. This statement, which is refreshed periodically and was most recently updated in March 2021, is used by the NGCR Committee in evaluating individual director candidates. It highlights the following skills and experiences, among others, as being important to creating an effective, well-rounded and diverse Board:

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The NGCR Committee expects each of our directors to have the personal qualities necessary to make a substantial contribution to the Board, including high moral and ethical standards, strong communication and interpersonal skills, a commitment to Colgate’s success and the willingness and ability to devote sufficient time to discharge their duties. Prospective directors must also satisfy our director independence standards.

In addition, the NGCR Committee has a policy of promoting diversity on the Board, as it believes the Board should constantly be striving to achieve the diversity of the communities in which we operate, including with respect to race, ethnicity, gender, sexual orientation, gender identity and cultural background. The NGCR Committee implements this policy through its director recruitment efforts and assesses the effectiveness of the policy regularly through Board and committee self-evaluations. The NGCR Committee strives to consider a diverse slate of candidates for every director search.

The NGCR Committee will consider director candidates recommended by stockholders and others if such candidates meet our criteria for Board membership, evaluating them in the same manner in which the committee evaluates other candidates. Such recommendations should be made in writing to the NGCR Committee or the Company Secretary and should include a description of the qualifications of the proposed candidate. Any of our stockholders may also nominate a director at a stockholders’ meeting, and eligible stockholders may also nominate directors for inclusion in our proxy statement, in each case in accordance with the requirements of our by-laws relating to stockholder nominations as described in “Questions and Answers About Our Annual Meeting—Who nominates the directors?”

The table below provides a high-level summary of the particular skills and qualifications of each of the ten director nominees approved by the NGCR Committee for election at the Annual Meeting. Biographical information and additional detail regarding the director nominees’ particular skills and qualifications follows. The absence of a reference to a qualification for an individual director nominee does not mean that the nominee does not possess that qualification, but rather that it is not one of the specific qualifications for which the nominee has been proposed. All nominees have been directors since last year’s annual meeting.

	Enterprise Leadership	Industry	Finance	Regulatory and Public Service	Digital, Technology and Innovation	International	Corporate Governance	Diversity*
John P. Bilbrey
John T. Cahill
Lisa M. Edwards
C. Martin Harris
Martina Hund-Mejean
Kimberly A. Nelson
Lorrie M. Norrington
Michael B. Polk
Stephen I. Sadove
Noel R. Wallace

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Lorrie M. Norrington		Independent
Age: 62 Director since 2015 Committees: Audit, NGCR (Chair) Other Public Company Directorships: Asana, Inc. (since 2020) Autodesk, Inc. (since 2011) HubSpot, Inc. (since 2013) Former (During Past 5 Years): Eventbrite, Inc. (until 2020)		Ms. Norrington has served as an Operating Partner of Lead Edge Capital LLC, a growth equity investment firm, since 2012. Ms. Norrington previously served in several senior management roles at eBay from 2005 to 2010, including President of Global eBay Marketplaces, Chief Operating Officer of eBay Marketplaces, President of eBay International and CEO of Shopping.com. Prior to joining eBay, Ms. Norrington held senior positions at Intuit Inc. (“Intuit”). Prior to Intuit, she was a company officer and held a number of global operating roles, including CEO of GE FANUC, at General Electric Company (“General Electric”) over an almost 20-year period.
		Skills and Qualifications: Digital, Technology and Innovation Significant experience with information technology and software, including data and cybersecurity, eCommerce, digital marketing and machine learning through service at eBay and Intuit and advisory work for other technology companies. Enterprise Leadership Extensive operational leadership experience through service as President and Chief Operating Officer of eBay Marketplaces and as head of various operating divisions at General Electric. Finance Strong knowledge of business finance and financial statements through oversight of operating budgets at various companies. International Experience managing international operations for eBay and global businesses for General Electric. Corporate Governance Experience serving as a director of other U.S. public companies.
Michael B. Polk		Independent
Age: 61 Director since 2014 Committees: Finance, P&O (Chair) Other Public Company Directorships: Logitech International S.A. (since 2019) Former (During Past 5 Years): Newell Brands Inc. (until 2019)		Mr. Polk has been an Advisory Director to Berkshire Partners LLC (“Berkshire”), a private investment firm, since February 2020. He became the Chief Executive Officer of a Berkshire portfolio company, Implus LLC (“Implus”), a fitness and outdoor accessories provider, in February 2020, where he also serves on the Board of Directors. Mr. Polk previously served as President and Chief Executive Officer of Newell Brands Inc. and its predecessor, Newell Rubbermaid Inc. (together, “Newell”), a multinational consumer goods company, from 2011 until 2019. Prior to Newell, Mr. Polk held a series of executive positions at Unilever, including President, Global Foods, Home and Personal Care, and at Kraft Foods, where he served as President, Asia Pacific Region, Kraft Foods International and President, Nabisco Biscuit & Snacks, Kraft Foods North America. He started his career at Procter & Gamble.
		Skills and Qualifications: Enterprise Leadership Extensive operational leadership experience through service as Chief Executive Officer of Newell and Implus and as head of various operating divisions of Unilever and Kraft Foods. Industry In-depth knowledge of fast-moving consumer goods industry through experience at Newell, Unilever, Kraft Foods and Procter & Gamble and expertise in marketing through leadership roles at consumer-focused companies. International Experience managing Newell’s, Unilever’s and Kraft Foods’ international operations and serving as a director of Logitech International, a public company incorporated and headquartered outside the U.S. Finance Strong knowledge of business finance and financial statements through oversight of operating budgets at various companies and operating budgets and financial statements at Newell. Corporate Governance Experience serving as a director of other public companies.

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Director Independence

As described above, the Board has adopted director independence standards that are stricter than those required by the listing standards of the NYSE. Specifically, a director is not considered independent if the director has any relationship with Colgate or our senior management or with another director or any other person that in the Board’s judgment may impair the director’s ability to make independent judgments. Such relationships could include voting arrangements or personal, economic or professional ties between a director and an officer of Colgate, another Colgate director or a significant stockholder of Colgate. Relationships and transactions (direct or indirect) that would preclude independence include:

A copy of the complete independence standards is available on our website.

In making its determination regarding the independence of each non-employee director, the Board considers any transactions, relationships or arrangements as required by our director independence standards. Based on these standards, the Board has determined that each current director, other than Mr. Wallace, who is our Chairman, President and CEO, is independent as there were no transactions, relationships or arrangements of the types described in our director independence standards.

Certain Relationships and Related Transactions

We have a longstanding policy prohibiting our directors, officers and employees from entering into transactions that present actual or potential conflicts of interest. This policy is reflected in our Code of Conduct, Business Practices Guidelines and Director Independence Standards. In addition, the Board has adopted a written policy regarding related person transactions which supplements these policies by establishing additional procedures for monitoring and reviewing and, if appropriate, approving, these types of transactions. The policy covers any “related person transaction,” as defined under SEC rules, which generally includes any transaction, arrangement or relationship involving more than $120,000 in which we or any of our subsidiaries was, is or will be a participant and in which a “related person” had, has or will have a direct or indirect material interest. “Related persons” means directors and executive officers and their immediate family members, and stockholders owning five percent or more of our outstanding stock.

Our Corporate Legal Department, together with the Controller’s Department, is responsible for monitoring compliance with these policies and procedures. In the rare instance where a related person transaction is determined to provide a material benefit to Colgate and our stockholders, the transaction must be submitted to the independent directors of the Board for their review. Only the independent directors of the Board may approve the transaction in accordance with the procedures for review and approval described in the policy. In the course of its review of related person transactions, the independent directors of the Board will consider all of the relevant facts and circumstances that are available to them, including but not limited to: (i) the benefits to Colgate; (ii) in a transaction involving a director, the impact on the director’s independence; (iii) the availability of other sources for comparable products or services; (iv) the terms of the transaction; and (v) whether the transaction is proposed to be on terms more favorable to Colgate than terms that could have been reached with an unrelated third party.

Based on our review of Company transactions, there were no transactions considered to be a related person transaction during 2021.

Compensation Committee Interlocks and Insider Participation

During 2021, the following directors were members of the P&O Committee: Dr. Harris, Ms. Nelson, Messrs. Cahill, Polk and Sadove and Dr. Helene D. Gayle (who retired from the Board in May 2021). None of the members of the P&O Committee has been an officer of Colgate and none was an employee of Colgate during 2021, and none had any relationship with us or any of our subsidiaries during 2021 that would be required to be disclosed as a related person transaction. None of our executive officers has served on the board of directors or compensation committee of another company at any time during which an executive officer of such other company served on our Board or the P&O Committee.

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Board Structure and Responsibilities

Board Leadership Structure

The NGCR Committee regularly reviews Board leadership trends and has determined that combining the positions of Chairman and Chief Executive Officer is best for us. Our current Board leadership structure consists of:

Our Board structure ensures robust, independent oversight. Our active and independent Board, with our robust Lead Director role and independent committee chairs and committees, ensures that the Board, and not the Chairman alone, determines the Board’s focus. The Chairman is guided by these strong independent leaders and having our CEO serve as the Chairman creates a bridge to management that helps provide the Board with the management support it needs. Based on these considerations, the Board believes that this is the best leadership structure for us at this time and that, operating under this structure, the Board will continue to effectively guide Colgate and represent the interests of our stakeholders.

Board Effectiveness The Board works very effectively together	Board Committees The Board’s committees are composed solely of, and chaired by, independent directors
Board Independence 9 of 10 director nominees are independent	Executive Sessions The independent directors meet at each regularly scheduled Board meeting in separate executive sessions without any members of management present, which are chaired by the independent Lead Director

We have an independent lead director with significant authority and clear duties. We have long been committed to having an independent lead director, having first established the position of Presiding Director in 2003, which was renamed to Lead Director in 2012. In December 2021, the Board enhanced the duties of the Lead Director set forth in our corporate governance guidelines in connection with a review of external practices and in response to stockholder feedback. In many cases, the expanded responsibilities simply formalized activities that the Lead Director already had been performing. The role of the Lead Director includes the following responsibilities:

		Board Leadership
		●  Preside at all executive sessions of the independent directors and any other meeting of the Board at which the Chairman is not present ●  Serve as interim Chairman if the Chairman is unable to perform his or her duties ●  Establish agendas for the executive sessions of the independent directors in consultation with the other directors ●  Call meetings of the independent directors, as appropriate ●  Authorize the retention of outside advisors and consultants who report directly to the independent directors on Board issues

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		Communicating with Management
		●  After each executive session of the independent directors, provide feedback to and apprise the Chairman/CEO, as appropriate, of the views expressed, suggestions made and decisions reached during the session ●  Meet regularly with the Chairman/CEO between meetings, including acting as a sounding board to the CEO and providing strategic counsel ●  Serve as liaison between the independent directors and the Chairman/CEO and management (although all independent directors are encouraged to communicate freely with the Chairman/CEO and other members of management at any time)
		Board Culture
		●  Help facilitate the efficient and effective functioning and performance of the Board ●  Encourage and facilitate active and candid participation of all directors, including by fostering an environment of open dialogue and constructive feedback among the independent directors
		Board Information, Agendas and Schedules
		●  Review and approve information to be sent to the Board and provide feedback on quality, quantity and timeliness of information flow from management ●  Participate in setting, and ultimately approve, proposed Board meeting agendas ●  Solicit the other independent directors for advice on agenda items for Board meetings to help facilitate Board focus on key issues and topics of interest to the Board ●  Review and approve meeting schedules to help ensure there is sufficient time for discussion of all agenda items ●  Ensure Board meeting agendas provide the Board with the ability to periodically review and provide input on the Company’s long-term strategy and to monitor management’s execution of the long-term strategy
		Performance Evaluations, Succession Planning, Recruitment and Development
		●  Together with the P&O Committee, lead the annual performance evaluation of the Chairman/CEO, distinguishing as necessary between performance as Chairman and performance as CEO ●  Together with the P&O Committee, lead the CEO succession planning process and participate in talent retention and development of senior management ●  Provide guidance on Board succession and development ●  In coordination with the NGCR Committee, interview Board candidates
		Stakeholder Engagement
		●  Be available, as deemed appropriate by the Board, for consultation and direct communication with stockholders or other key constituents
		Other
		●  Facilitate the effective functioning of Board committees, as appropriate ●  Perform such other duties as the Board may specify from time to time

The Lead Director serves a three-year term, beginning at the meeting of the Board of Directors immediately following the Annual Meeting of Stockholders unless an earlier appointment is required by reason of vacancy or otherwise. The NGCR Committee nominates a candidate for Lead Director from among the independent directors, and the affirmative vote of a majority of the independent directors is required to appoint the nominee proposed by the NGCR Committee.

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Committees of the Board of Directors

The Board has four standing committees: the Audit Committee, the Finance Committee, the NGCR Committee and the P&O Committee. A summary of the responsibilities of these committees is set forth below. The committee charters are available on our website.

Committee Membership

Director		Audit		Finance		Nominating, Governance and Corporate Responsibility		Personnel and Organization
John P. Bilbrey Independent
John T. Cahill Independent
Lisa M. Edwards Independent
C. Martin Harris Independent
Martina Hund-Mejean Independent
Kimberly A. Nelson Independent
Lorrie M. Norrington Independent
Michael B. Polk Independent
Stephen I. Sadove Independent, Lead Director
Noel R. Wallace Chairman of the Board
Number of meetings held in 2021		7		5		5		5

Member

Chair

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Board Role in Risk Oversight

We have established a systematic and thorough risk management process, which is designed to identify, assess and prioritize risks that threaten achievement of our strategic and operating objectives.

Stockholder Engagement

We believe it is important to engage with investors to better understand their priorities and therefore have developed a robust annual stockholder engagement program. Each year, we engage with a significant and diverse group of our stockholders on topics important to our stockholders as well as the Company. Such topics may include our business strategy and initiatives, executive compensation, Board composition and governance practices, as well as environmental and social topics such as human capital management, DE&I and sustainability. To the extent we receive stockholder proposals in connection with a given year’s annual meeting of stockholders, we also typically include a discussion of those proposal topics in our engagements for the following year, though as discussed below, in 2021 we conducted an additional standalone outreach program specifically addressing the results of the stockholder proposals we received in connection with the 2021 Annual Meeting of Stockholders. In addition, our Investor Relations team, together with members of senior management, regularly meet with investors and participate in investor conferences and presentations.

Feedback received through management’s discussions with investors, as well as engagement with proxy advisory firms that represent the interests of a wide array of stockholders, is reported to and discussed with the Board. Our Lead Director is also available, as deemed appropriate by the Board, for consultation and direct communication with stockholders, and all stockholders may contact any of our directors using the process described below under “Communications to the Board of Directors.”

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Engagement with Stockholders on 2021 Stockholder Proposals

At our 2021 Annual Meeting, a stockholder proposal seeking to lower the ownership threshold required to call a special stockholder meeting from 25% to 10% received 50.6% support. Thereafter, we conducted outreach to solicit investors’ input on the ownership percentage that should be required to call special meetings. During this outreach, management met with 18 of our largest institutional investors, representing over 42% of our outstanding common stock, including both investors who voted for and against the proposal. Several of these investors expressed the view that the existing 25% threshold continued to be appropriate and that they would consider investor outreach sufficient to demonstrate responsiveness to the 2021 Annual Meeting vote. Additionally, most of the investors we engaged with who had voted for the proposal indicated that they supported the 2021 Annual Meeting proposal because it presented a binary choice between 10% and 25%, but believed an intermediate threshold, such as 15% or 20%, would be more appropriate for Colgate.

The Board gave careful consideration to the views expressed by investors and concluded that changing the threshold to allow for one or more stockholders owning in the aggregate not less than 15% of our outstanding common stock for at least one year to call a special meeting was in the Company’s best interests. This change was supported by the vast majority of investors with whom we engaged. In making its determination, the Board also considered the slim margin by which the proposal passed. In December 2021, the Board amended our by-laws to adopt the ownership threshold as discussed above.

During the outreach meetings, we also discussed with investors their views regarding the independent chair stockholder proposal we received at the 2021 Annual Meeting, which received 47.6% of votes in favor. We found that a majority of the investors with whom we engaged did not support an independent chair requirement for Colgate, and that most of those who had supported the proposal did so solely based on their institutional voting policy, rather than due to any concerns specific to Colgate. Following this engagement and a review of external practices, the Board determined that the duties of the Lead Director defined in our corporate governance guidelines should be enhanced. In many instances, the expanded responsibilities, which are described under “Board Structure and Responsibilities–Board Leadership Structure” above, simply formalized activities that the Lead Director already had been performing.

Recent Engagement Highlights

As part of our regular annual stockholder engagement program, in the first quarter of 2022, representatives of our Global Human Resources, Investor Relations, Global Legal and Sustainability functions reached out to a variety of institutional investors, including index, actively managed and public pension funds, based in and outside the United States, representing approximately 45% of our Common Stock. Discussions with those investors centered around our business strategy and our ESG focus, including our sustainability priorities and progress, driving social impact, DE&I, corporate governance and compensation.

Communications to the Board of Directors

Stockholders and other interested parties are encouraged to communicate directly with our independent directors by sending an email to directors@colpal.com or by writing to Directors, c/o Office of the Chief Legal Officer, Colgate-Palmolive Company, 300 Park Avenue, 11th Floor, New York, New York 10022. Stockholders and other interested parties may also communicate with individual independent directors and committee chairs by writing to them at the above mailing address. Such communications are handled in accordance with the procedures described on our website.

Significant concerns and questions relating to accounting, internal accounting controls or auditing matters are promptly brought to the attention of the Audit Committee chair and handled in accordance with the procedures established by the Audit Committee. Under these procedures, our Global Ethics and Compliance function, in conjunction with our Internal Audit and Corporate Legal departments, addresses these concerns in accordance with the directions of the Audit Committee chair. The Audit Committee chair approves recommendations regarding the handling of each matter, oversees any investigations and approves the disposition of each matter. The Audit Committee chair may, in his or her discretion, engage outside counsel and other independent advisors. The Audit Committee receives quarterly updates regarding other concerns or questions relating to accounting, internal accounting controls or auditing matters.

Concerns relating to accounting, internal accounting controls or auditing matters may also be reported to the Global Ethics and Compliance function by telephone, facsimile and email as follows: 24-hour EthicsLine: (800) 778-6080 (toll-free from the United States, Canada and Puerto Rico) or (212) 310-2330 (collect from all other locations); facsimile number: (212) 310-3745; and email: ethics@colpal.com.

We strictly prohibit retaliation against any individual who reports in good faith to the Company or the directors information concerning potential violations, or who participates in good faith in any investigation or proceeding by the Company or a government agency. Concerns may be submitted to the Company or the directors on an anonymous basis through their postal address or through the 24-hour EthicsLine numbers maintained by the Global Ethics and Compliance function. If requested, we will keep information submitted confidential, subject to the need to conduct an effective investigation and take appropriate action or as otherwise required by applicable law.

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Compensation of Directors

Compensation for the non-employee directors is set by the Board at the recommendation of the NGCR Committee. The NGCR Committee seeks to set director compensation levels to ensure non-employee directors are paid competitively for their time commitment and responsibilities. A market competitive compensation package is important because it enables us to attract and retain highly qualified directors who are critical to our long-term success. The substantial majority of the compensation paid to the non-employee directors is in the form of fixed-value annual grants of Colgate equity pursuant to the stockholder-approved Colgate-Palmolive Company 2019 Incentive Compensation Plan (the “2019 Plan”), which helps foster commonality of interest between our directors and our stockholders.

In making recommendations to the Board regarding director compensation, the NGCR Committee annually reviews information provided by the Global Human Resources function regarding recent trends in director compensation and comparison data regarding peer company practices in the compensation comparison group discussed in the CD&A. The Global Human Resources function purchases subscriptions from the National Association of Corporate Directors, Aon and Equilar, from which they receive such comparison data. Based on its review of the information provided by the Global Human Resources function, the NGCR Committee determines whether to recommend to the Board any changes in the director compensation program. Based on the 2021 review, the NGCR Committee recommended, and the Board approved, an increase in the annual cash retainer for non-employee directors from $65,000 to $75,000 and an increase in the annual committee chair retainer from $5,000 to $10,000, in each case effective as of July 1, 2021.

Therefore, as of July 1, 2021, non-employee director compensation consisted of the following, as applicable:

Mr. Wallace received no compensation for serving on the Board in 2021.

Deferral of Compensation

Under the 2019 Plan, directors may elect to defer all or a part of their annual stock compensation. Deferred stock compensation is credited to a stock unit account, the value of which reflects changes in the market price of our Common Stock and dividends paid. No interest is paid on deferred balances. The directors also may elect to receive cash in lieu of up to 25% of the shares of our Common Stock granted and not deferred under the 2019 Plan.

Directors may elect to defer all or a part of their cash compensation under the Colgate-Palmolive Company Restated and Amended Deferred Compensation Plan for Non-Employee Directors. As with the 2019 Plan, deferred fees are credited to a stock unit account, the value of which reflects changes in the market price of our Common Stock and dividends paid. No interest is paid on deferred balances. Under both plans, distributions are made in shares of our Common Stock in annual installments or by lump sum in accordance with the distribution election made by the director.

The tables included below under “Director Compensation” and in “Stock Ownership—Stock Ownership of Directors and Executive Officers” include information concerning directors who have elected to defer their fees.

Director Compensation Governance Features

Under our stock ownership guidelines, independent directors are required to own stock equal in value to at least five times their annual share grant. Directors have five years from the date of their initial election to achieve required ownership levels. Compliance with these guidelines is evaluated on an annual basis. All of the directors are in compliance with this policy. For more information on director stock ownership, see “Stock Ownership—Stock Ownership of Directors and Executive Officers.” Directors are also prohibited from engaging in transactions to hedge against declines in the value of our stock and from pledging Colgate stock, as further described in the CD&A. During 2021, all of the directors were in compliance with both the anti-hedging and anti-pledging policies.

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Director Compensation

The following table shows the compensation earned by each non-employee director in 2021.

NOTES TO THE DIRECTOR COMPENSATION TABLE

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Executive Compensation

Compensation Discussion and Analysis

Executive Summary

Pay for Performance Overview

The key principles underlying our compensation philosophy are aligning pay and performance, driving strong business results and our strategic plan, focusing on long-term shareholder return, motivating and retaining critical talent and reflecting external market and competitive practices. Annual and long-term incentive award payments vary based on our business performance, and long-term incentive award payments and the value of equity awards also vary based on the performance of our common stock (“Common Stock”). Reflecting these principles, target direct compensation (salary and target annual and long-term incentives) for the executive officers listed in the Summary Compensation Table of this Proxy Statement (the “Named Officers”) is designed to be weighted more heavily towards performance-based compensation than fixed compensation. For 2021, 89% of the target direct compensation of our Chairman, President and Chief Executive Officer (“CEO”) and 75% of the average target direct compensation of our other Named Officers was performance-based, as the following charts demonstrate.

TARGET PERFORMANCE-BASED COMPENSATION*

CEO				AVERAGE NAMED OFFICER (EXCLUDING CEO)
Performance-Based	Base Salary			Performance-Based	Base Salary
89%	11%			75%	25%

*

With respect to long-term incentives, these charts include the target value of our Named Officers’ performance-based restricted stock unit (“PBRSU”) awards for the 2021-2023 performance cycle pursuant to our Growth Performance Plan (as defined below) and the target value of stock option awards based on salary grade guidelines, as further described in this CD&A.

2021 Performance at a Glance

We continued to face unprecedented uncertainty and difficult operating conditions during 2021. The COVID-19 pandemic continued to cause significant challenges and we experienced supply chain disruptions and significant increases in raw material and logistics costs. Throughout the year, our first priority remained protecting the health, safety and well-being of our employees. Despite the challenges we faced in 2021, we remained focused on serving the needs of our customers and consumers by delivering health and hygiene products and pet nutrition offerings to people around the world who count on our products to continue their daily routines and on driving sustainable profitable growth through premium innovation, digital transformation and investing behind our strategic priorities.

The strong resilience, dedication, creativity and agility of our people and our ability to execute on our business strategy in the difficult environment are positively reflected in our 2021 results. We delivered strong organic sales growth (a non-GAAP financial measure, defined as net sales excluding foreign exchange, acquisitions and divestments) and Free Cash Flow Productivity (a non-GAAP financial measure, defined below) and solid performance on adjusted earnings per share (a non-GAAP financial measure, referred to herein as “Base Business Earnings Per Share”), as demonstrated below. While the sales and earnings results represented a deceleration from the growth levels we saw in 2020, we were pleased with them in the context of the challenging operating environment and the cycling of difficult comparisons to our 2020 results, when certain of our categories experienced a significant increase in demand driven by COVID-19.

OPERATING RESULTS*

 

2021 ORGANIC SALES GROWTH 4.4% vs. 2021 Target of 3.6%

2021 BASE BUSINESS EARNINGS PER SHARE $3.21 vs. 2021 Target of $3.21

2019-2021 FREE CASH FLOW PRODUCTIVITY 114.8% vs. 2019-2021 Target of 90%

*

“Free Cash Flow Productivity” is defined as free cash flow before dividends as a percentage of net income including non-controlling interests as reported in our audited financial results. The P&O Committee (as defined below) reduced our 2019-2021 Free Cash Flow Productivity results for compensation purposes to 107.6%, as described on page 42. Please see Annex A for reconciliations of organic sales growth to net sales growth calculated in accordance with GAAP, of Base Business Earnings Per Share to Diluted earnings per share calculated in accordance with GAAP and of free cash flow before dividends to Net cash provided by operations calculated in accordance with GAAP.

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Given our focus on growth, we were especially pleased with our 2021 organic sales growth, which was at the higher end of the target range we announced at the beginning of 2021. Our organic sales growth reflected both volume and pricing growth and was driven by strong growth in oral care and pet nutrition, both of which accelerated from their 2020 growth levels. Our Base Business Earnings Per Share for 2021 was in line with our publicly announced guidance, despite the significant raw material and logistics cost inflation we faced.

We also maintained our strong balance sheet and cash flow, which led the Board of Directors to authorize an increase in the quarterly cash dividend, effective in the second quarter of 2021. This was our 59th consecutive year of dividend increases and our 127th consecutive year paying a dividend, as part of our commitment to, and strong record of, returning value to shareholders.

RETURN TO SHAREHOLDERS

 

Going forward, we remain focused on delivering long-term shareholder return and building long-term business success through good corporate governance and the design and implementation of our key strategic business priorities—driving organic sales growth and long-term profitable growth through premium innovation in our core businesses, leveraging faster growth in adjacent categories, expanding in high-growth channels and markets and delivering margin expansion through operating leverage and efficiency; and maximizing the impact of our environmental, social and governance (“ESG”) programs and leading in the development of human capital, including our sustainability and social impact and diversity, equity and inclusion (“DE&I”) strategies. We intend to continue our practice of tying compensation to achievement of both annual and long-term business goals to help further those priorities.

This Compensation Discussion and Analysis (“CD&A”) discusses the compensation of the Named Officers, namely:

Noel R. Wallace		Stanley J. Sutula III		Jennifer M. Daniels
Chairman, President and Chief Executive Officer		Chief Financial Officer		Chief Legal Officer and Secretary
Prabha Parameswaran		Panagiotis Tsourapas
Group President, Growth and Strategy		Group President, Europe and Developing Markets

The Personnel and Organization Committee of the Board (the “P&O Committee”) annually analyzes the relationship between pay and performance for our Named Officers. The analysis includes a review of the relationship between the compensation paid to our CEO and our other Named Officers and Company performance relative to the Comparison Group (as defined below) over the past three years. The review shows a strong link between Company pay and Company performance over time in terms of various key operating measures. During the three-year period from 2019 to 2021, our adjusted net income growth, adjusted earnings-per-share growth, net sales growth, total shareholder return, organic sales growth, return on sales, operating cash flow as a percentage of sales, return on invested capital and CEO total direct compensation relative to the Comparison Group are as shown to the right.

COLGATE 2019-2020 PERFORMANCE RELATIVE TO COMPARISON GROUP* (%)

*  Adjusted net income growth, adjusted earnings-per-share growth and organic sales growth reflect the adjustments described in Annex A to Colgate’s net income, earnings per share and net sales growth, respectively, and comparable adjustments to peer companies’ net income, earnings per share and net sales growth. See page 31 for an explanation regarding the components of “total direct compensation” or “TDC.”

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2021 Compensation Program Highlights

New Performance Measure Added to 2021 Annual Incentive Program

In 2021, the P&O Committee determined that, in addition to financial goals, the annual incentive program should include a performance measure tied to our enterprise-wide innovation and digital transformation progress, referred to herein as the strategic measure. This strategic measure, which represented 20% of the annual bonus opportunity, recognizes the critical importance of innovation and digital transformation to our growth strategy and continuing success and seeks to further align compensation with our strategic priorities. See “Compensation Components—Annual Incentives” below for further detail regarding how the P&O Committee measured achievement against the strategic measure. The remaining 80% of the annual bonus opportunity was determined by our achievement against our organic sales growth and earnings-per-share goals.

Evolution of Long-Term Incentive Program

Starting in 2018, the P&O Committee oversaw a comprehensive review of our compensation strategy and program, resulting in the creation of a new long-term incentive program starting with the just completed 2019-2021 performance cycle, referred to as the “Growth Performance Plan.” As part of the new Growth Performance Plan, the P&O Committee, with support from the other independent directors, decided to change our grant timing to grant a target award of unearned PBRSUs at the beginning of each three-year performance cycle, which may be earned and, if earned, will vest following the conclusion of the three-year performance period on the basis of the achievement of performance goals determined by the P&O Committee. Under our legacy long-term incentive program (known as the “Long-Term Global Growth Program”), award opportunities were established for participants at the beginning of the three-year performance cycle, but restricted stock units were granted following the conclusion of the performance period, and were then subject to an additional three-year time-based vesting period. The P&O Committee believes that the new Growth Performance Plan structure better aligns with market standards and is more intuitive for stockholders and prospective employees, while still focusing on growth and driving long-term performance.

Due to the transition from the Long-Term Global Growth Program to the Growth Performance Plan and the related change in the grant timing, two sets of award opportunities and payouts are disclosed in the Summary Compensation Table and Grants of Plan-Based Awards Table in this Proxy Statement. The two award opportunities relate to different performance cycles, as demonstrated by the following chart.

	Relevant Performance Cycle
	Long-Term Global Growth Program	Growth Performance Plan
RSU Grant Year	(legacy – RSUs granted only if earned)	(new – PBRSUs granted but unearned)
2021	2018-2020	2021-2023

In the tables in this CD&A discussing target compensation mix, only the target value of the PBRSU award for the 2021-2023 performance cycle under the new Growth Performance Plan (which was granted in March 2021) is shown, not the target award opportunity for the 2018-2020 performance cycle under the legacy Long-Term Global Growth Program (which was established in March 2018), consistent with the way the P&O Committee analyzed 2021 compensation.

Performance Measures

The P&O Committee selected the following performance measures in 2021 to assess the performance of the Named Officers in 2021 and in the three-year performance period commencing in 2021:

Pay Component		CEO 2021 Target Compensation Mix		Other Named Officer Average 2021 Target Compensation Mix		Performance Measures		Performance Period		Form of Payment
Annual incentive						•  Base Business Earnings Per Share •  Organic sales growth •  Strategic initiatives		One year (2021)		Cash bonus
Long-term incentive*						•  Organic sales growth relative to the Comparison Group •  Base Business Net Income (defined below) growth relative to the Comparison Group •  Free Cash Flow Productivity •  Total shareholder return relative to the Comparison Group (modifier)		Three years (2021-2023)		PBRSUs (vesting in 2024, if earned)

*	Percentages shown include the target value of the PBRSU awards for the 2021-2023 performance cycle pursuant to our Growth Performance Plan and the target value of stock option awards based on salary grade guidelines.

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Additional Compensation Program Highlights

Highlighted below are compensation practices we have implemented to drive Company performance and to align the interests of our executives with our stockholders.

What We Do   Pay for Performance. Our executive compensation is tied to performance with clearly articulated financial and other strategic goals. Each year, the P&O Committee conducts a comprehensive review of executive compensation prior to making compensation decisions to ensure pay and performance are aligned.   Competitive Compensation Programs. We regularly benchmark our compensation programs and design the programs to compensate employees at approximately the median level, with above-median payouts for superior performance and below-median payouts for performance below expectations.   Robust Stock Ownership Guidelines. We maintain stringent stock ownership guidelines for members of senior management, requiring the CEO to own Colgate stock equal in value to eight times his annual salary and the other Named Officers to hold Colgate stock in amounts equal to four times their annual salaries.   Ability to “Claw Back” Compensation. Our clawback policy permits recoupment of cash and equity-based incentive awards made to an officer or other executive subject to the policy if the financial results on which such awards were based are subsequently restated or the officer or executive engaged in conduct that violates our Code of Conduct.   Perquisites are Insignificant. Executive perquisites represent less than 1% of the total compensation for each Named Officer reflected in the Summary Compensation Table.

What We Don’t Do   Incentives Do Not Encourage Excessive Risk-Taking. Our incentive programs do not contain features that may encourage excessive risk-taking, such as multi-year guaranteed bonuses or high pay opportunities relative to peer companies. In addition, we utilize multiple performance measures for annual and long-term incentives.   No Executive Officer Employment Agreements. We do not have employment agreements with our Named Officers, meaning they are not entitled to minimum base salaries, guaranteed bonuses or guaranteed levels of equity or other incentives.   No Hedging or Pledging of Colgate Stock is Permitted. Our hedging policy prohibits our directors, officers and employees who receive stock-based compensation from engaging in transactions that hedge against declines in the value of Colgate stock, strengthening the alignment between stockholders and directors and executives. Further, our pledging policy prohibits our directors and officers from pledging Colgate stock to prevent forced sales of Colgate stock by our directors and officers.   No Backdating, Springloading or Repricing of Stock Options. We make annual equity awards at the same predetermined times each year. Equity awards, including stock options, are never backdated or issued with below-market exercise prices. Repricing of stock options without stockholder approval is expressly prohibited.   No Single Trigger Severance Payments Under Our Severance Plan. Severance payments under the Colgate-Palmolive Company Executive Severance Plan (the “Severance Plan”) are payable only if an executive’s employment is terminated or an executive terminates his or her employment as a result of an “adverse change in conditions of employment” (as defined in the Severance Plan) following a change in control.   No Tax Gross-Ups on Perquisites or Severance. Perquisites are insignificant, as previously noted, and any personal income taxes due as a result of perquisites provided to executives, other than international assignment benefits, are the responsibility of the executives. In addition, the Severance Plan does not provide for tax gross-ups on severance payments.

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Compensation Philosophy

We believe that people are the most important driver of our business success and, accordingly, view compensation as an important tool to motivate leaders at all levels of the organization. Outlined below are the principles underlying our executive compensation programs and examples of specific program features used to implement those principles.

		Base salary		Annual incentives		Long-term incentives
ALIGN PAY AND PERFORMANCE
Multiple performance measures are used to ensure a focus on overall Company performance.
Payouts vary based upon the degree to which performance measures are achieved.
We do not guarantee minimum base salaries, bonuses or levels of equity or other incentives for our Named Officers, through employment agreements or otherwise.
DRIVE STRONG BUSINESS RESULTS AND OUR STRATEGIC PLAN
Selecting performance measures, such as organic sales growth, net income growth, earnings per share and free cash flow productivity, that are key metrics for investors fosters profitable growth and increases shareholder value.
Using performance measures tied to our annual and long-term goals, the achievement of which the Named Officers have the ability to influence, motivates the Named Officers to achieve strong and sustained business results.
Using performance measures tied to strategic initiatives, such as innovation and digital transformation, helps align compensation with and drive our strategic growth priorities.
Using measures in the long-term incentive award program that emphasize our performance relative to peers focuses the Named Officers on achieving peer-leading performance.
FOCUS ON LONG-TERM SHAREHOLDER RETURN
Our long-term incentive award program has a three-year performance period, driving a focus on long-term results.
A significant portion of the Named Officers’ total compensation is paid in equity (approximately 55-70% in 2021), aligning the interests of the Named Officers with those of stockholders.
The Named Officers’ payout through the long-term incentive award program varies based on our three-year total shareholder return compared to the Comparison Group, directly tying a portion of the Named Officers’ compensation opportunity to relative shareholder return.
Our use of stock options, which provide value only to the extent that our stock price appreciates, provides an effective link to changes in shareholder value that aligns the interests of stockholders and executives.
Stock ownership guidelines require that executives own significant levels of stock, further strengthening the focus on long-term shareholder return.
MOTIVATE AND RETAIN CRITICAL TALENT AND REFLECT EXTERNAL MARKET AND COMPETITIVE PRACTICES
We regularly benchmark our compensation programs and design the programs to compensate executives at the median level, with above-median payouts for superior performance and below-median payouts for performance below expectations.
Using components that measure performance against both financial results and key strategic initiatives aligns with market practice.
To promote equal pay and fairness, our policy is to compensate each individual at a level commensurate with his or her role, work location, individual performance and experience, irrespective of gender, race, ethnicity or any other category protected by law.
Individual performance influences salary increases and stock option awards, motivating the Named Officers to perform at the highest levels.
We reward executives for strong performance, including by increasing payouts under the long-term incentive award program when we outperform our peers and decreasing payouts when we underperform our peers.

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The P&O Committee devotes substantial time and attention throughout each year to executive compensation matters to ensure that compensation is aligned with our performance and the best interests of stockholders. Our compensation programs reflect our strategic initiatives and balance achievement of short-term results with long-term strategic objectives. As discussed in more detail below, the P&O Committee’s well-balanced and disciplined approach includes regular reviews with its independent compensation consultant and careful benchmarking to ensure that our compensation is effective in motivating and retaining critical talent, is supported by underlying performance and is reasonable relative to our peers. In reviewing and approving compensation for the Named Officers, the P&O Committee considers all material components of compensation as well as comprehensive information regarding market practices. The purpose of these materials is to bring together all of the elements of actual and potential future compensation of the Named Officers, so that the P&O Committee may review individual elements of compensation, including compensation mix, as well as the aggregate amount of total compensation.

This CD&A discusses the compensation paid to the Named Officers. The compensation programs described, however, apply more broadly to our other officers and senior managers, with changes as appropriate to reflect different salary grade levels and job responsibilities. We believe that this approach helps to align Colgate people into one global team sharply focused on our performance objectives and key strategic initiatives.

Compensation-Setting Process

Role of the P&O Committee

The P&O Committee:

Role of the Independent Compensation Consultant

FW Cook, as the P&O Committee’s independent compensation consultant:

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2021 CEO Compensation Review

In 2021, the P&O Committee worked with FW Cook to determine the appropriate target level of direct compensation for Mr. Wallace based on his individual performance, including his leadership, and overall Company performance. Following this review, which also took into account our compensation philosophy, competitive data from the Comparison Group and market trends, the P&O Committee determined in March 2021 to maintain Mr. Wallace’s overall target direct compensation (salary and annual and long-term incentives) for 2021 near the median of the Comparison Group, with the possibility of above-median compensation based on superior performance and below-median compensation if performance fell below expectations. The P&O Committee also continued to have the variable portion of Mr. Wallace’s target direct compensation represent a larger portion of his compensation as compared with the other Named Officers, to ensure his compensation is strongly tied to Company performance. In making these determinations, the P&O Committee worked together with the other independent directors of the Board.

In light of these considerations, in March 2021 the P&O Committee determined to increase Mr. Wallace’s salary by 3.8%, consistent with market trends and the salary increases for other Company executives. This salary increase also had the effect of increasing Mr. Wallace’s annual bonus opportunity because that opportunity is expressed as a percentage of base salary (set at 160% of base salary for both 2020 and 2021), but did not impact other aspects of his compensation such as his long-term incentive opportunity, which is expressed as a dollar value. The P&O Committee determined this salary increase was warranted as a result of Mr. Wallace’s leadership and consistent with its intent to maintain his target direct compensation near the median relative to the Comparison Group. The P&O Committee also determined to increase the long-term equity incentive portion of Mr. Wallace’s target direct compensation from $8,500,000 to $9,000,000 in order to maintain his target direct compensation near the median of the Comparison Group and consistent with the P&O Committee’s intent to link a significant part of his compensation to the achievement of multi-year performance goals and our absolute and relative stock price performance.

Comparison Group

We use comparative compensation data from a group of other leading companies, referred to in this CD&A as the “Comparison Group,” as a point of reference in designing our compensation programs and in setting compensation levels. The P&O Committee does not use this comparative data as the determinative factor in setting compensation levels but rather as a single component in its effort to verify that our compensation programs are reasonable and competitive in light of compensation levels at similarly situated companies. The P&O Committee also reviews our performance against the Comparison Group for purposes of making awards that are based on relative performance measures, including the long-term incentive awards granted under the Growth Performance Plan.

The Comparison Group is selected to include companies of similar size and complexity to us (including our substantial international operations) and to represent both the market for executive talent in which we compete as well as our peer companies from a performance and investment perspective. It is comprised primarily of fast-moving consumer goods companies with product portfolios consisting of globally recognized brands that are similarly situated to us in terms of overall size or performance against relevant measures. Our 2021 revenues and market capitalization as of December 31, 2021 were at the 28th and 52nd percentiles, respectively, of the Comparison Group.

The companies comprising the Comparison Group are approved by the P&O Committee after taking into account observations and recommendations of management and FW Cook.

For 2021, the P&O Committee determined not to make any changes to the Comparison Group, so it remained unchanged from 2020 and consisted of the following 15 companies:

Compensation data are collected for these companies for all of our three primary compensation components (base salary, annual incentive pay and long-term incentive pay), both individually and in the aggregate, as well as for indirect compensation elements such as perquisites and retirement benefits.

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Our adjusted net income growth, adjusted earnings-per-share growth, net sales growth, total shareholder return, organic sales growth, return on sales, operating cash flow as a percentage of sales, return on invested capital and CEO total direct compensation relative to the Comparison Group during the three-year period from 2019 to 2021 were as follows:

COLGATE 2019-2021 PERFORMANCE RELATIVE TO COMPARISON GROUP* (%)		*  Adjusted net income growth, adjusted earnings-per-share growth and organic sales growth reflect the adjustments described in Annex A to Colgate’s net income, earnings per share and net sales growth, respectively, and comparable adjustments to peer companies’ net income, earnings per share and net sales growth.

Compensation Components

Compensation Mix

Our executive compensation programs consist of the following three primary components:

In allocating target compensation among these three components, the P&O Committee seeks to provide reasonable and competitive levels of fixed compensation (i.e., salary), while emphasizing performance-based compensation that varies based on overall Company or business unit performance and/or the performance of our Common Stock. Accordingly, as the following chart illustrates, base salaries for the Named Officers other than Mr. Wallace represented approximately 25% of the three compensation components noted above, and incentive compensation, consisting of annual and long-term, represented approximately 75% at target, while the base salary for Mr. Wallace represented 11% of the three components noted above and incentive compensation represented 89% at target. The target compensation mix for Mr. Wallace reflects the P&O Committee’s belief that a larger portion of his compensation should be variable and tied to our financial and stock price performance.

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The target mix between annual incentive pay and long-term incentives is determined based on competitive practice and our desire to focus, first, on long-term performance and shareholder value and, second, on annual performance. Within the long-term incentive category, the Named Officers are eligible to receive a mix of stock options and PBRSUs because the two types of awards serve different but complementary purposes. Stock options provide value only to the extent that our stock price appreciates, thereby providing an effective link to changes in shareholder value that aligns the interests of stockholders and executives. PBRSUs provide value based on both our long-term performance relative to our objectives and an increase in shareholder value, creating a strong link between compensation and the achievement of our long-term financial goals and our performance relative to peers. Our compensation philosophy and competitive practice also drive determinations about total target compensation levels for the Named Officers.

In addition to the three primary components of compensation discussed above, we provide our executive officers, including the Named Officers, with limited perquisites that represent less than 1% of the total compensation for each Named Officer shown in the Summary Compensation Table. For the Named Officers, such perquisites consist primarily of (i) through 2021, an annual allowance of up to $11,500 to be used for legal, financial or tax counseling; (ii) an annual physical exam; and (iii) in the case of Mr. Wallace, the use of a Company car and driver. We implemented the allowance plan, which was available to approximately 700 employees with allowance amounts varying based on salary grade level, over 25 years ago to ensure uniformity of treatment for all executives regarding perquisites. The allowance plan was eliminated effective December 31, 2021 and no executives will receive a perquisites allowance in 2022. For more information on perquisites provided to the Named Officers in 2021, see note 6 to the Summary Compensation Table. Any personal income taxes due as a result of these perquisites, other than international assignment benefits, are the responsibility of the Named Officers.

The compensation and benefits payable to the Named Officers in the event of retirement, severance and change in control are described on pages 50 to 51 and 53 to 57. Our retirement programs are designed to provide our long-serving, retiring employees with competitive replacement income based on prevailing market practice. The Named Officers participate in the same retirement programs that are available to other U.S. employees, with supplemental benefits provided to make up for benefits under certain plans that cannot be provided as a result of the application of certain limits under the Internal Revenue Code of 1986, as amended. Ms. Parameswaran and Messrs. Tsourapas and Wallace, who participate in the Colgate-Palmolive Company Employees’ Retirement Income Plan (the “Retirement Plan”), receive pension benefits determined under the PRA formula as described in “Retirement Plans.” Ms. Daniels and Mr. Sutula are not participants in the Retirement Plan and instead participate only in our defined contribution plans. Our severance program is designed to provide participants with reasonable compensation if their employment is terminated in the event of a change in control or at the Company’s convenience. The potential payments and benefits under these various programs did not influence the decisions discussed in the balance of this CD&A regarding the setting of salary, annual incentives and long-term incentives for the Named Officers since these programs serve very different purposes.

Base Salary

Base salaries for the Named Officers and all other employees are based on established salary ranges for each grade level. The CEO’s salary is set independently by the P&O Committee, without the involvement of the CEO. The P&O Committee reviews salaries for the other Named Officers based on recommendations from the Global Human Resources function and the CEO in accordance with the established salary ranges and the guidelines described below.

Since base salaries are designed to provide a reasonable, competitive level of fixed compensation, the mid-point of each salary range is set at the median pay level for similar jobs at companies in the Comparison Group. Salaries above the median are available for key contributors to our success. Setting salaries in the median range or above mitigates pressure that might otherwise exist to support short-term focused or higher-risk business strategies if fixed compensation were set materially below market rates.

Decisions regarding where in the range a particular individual’s salary should be and whether his or her salary should be increased during the year are based on the following factors:

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The Named Officers are experienced executives and key contributors to our success. In 2021, salaries for the Named Officers other than Mr. Wallace ranged between approximately the 52nd and 85th percentiles of salaries for similar jobs in the Comparison Group, based on the most recent data available to us. Mr. Wallace’s salary is near the median for CEOs in the Comparison Group.

Annual Incentives

Award Opportunities

Annual incentive awards are awarded under a stockholder-approved plan. Cash bonuses are designed to reward performance over a one-year period against one or more pre-established performance measures set by the P&O Committee at the beginning of the year. Awards are determined by the P&O Committee based on achievement against the designated goals early in the following year when our audited financial results are available. In addition, the P&O Committee has discretion to adjust calculated awards upward or downward, subject to award limits established by the P&O Committee at the time the performance measures were set.

Executives, including the Named Officers, are each assigned a bonus award opportunity, which is based on salary grade level, expressed as a percentage of year-end base salary and generally set at or below the median of the Comparison Group. Assigned award opportunities are established for each Named Officer to ensure that the portion of annual cash compensation (i.e., salary plus cash bonus) that is based on performance increases with the level of responsibility. This ensures that the executives who are most responsible for managing Colgate and establishing our strategic plan are held most accountable to stockholders. For 2021, the Named Officers’ assigned award opportunities and award maximums, which are equal to 200% of the assigned award opportunities, were as follows:

The annual cash bonuses for 2021 for the Named Officers were subject to a 10% downward adjustment if certain key global ethics and compliance objectives were not met and an additional 10% downward adjustment if certain DE&I objectives were not met. These ethics and compliance and DE&I objectives were achieved in 2021 and therefore no downward adjustment was applied.

Performance Measures and Bonus Payouts

Financial Measures (80%)

80% of the 2021 cash bonuses for the Named Officers were based on financial performance measures, namely Base Business Earnings Per Share and organic sales growth, in each case as reported in our 2021 financial results. The organic sales growth measure was selected to drive our growth strategy and reflect the underlying momentum of our business. The earnings-per-share measure was selected to create a strong focus on our overall profit goal and its underlying drivers of sales, cost control and financial efficiency.

The earnings-per-share measure is adjusted for the effects of the following, as applicable: restructuring charges, charges for certain litigation and tax matters, gains and losses from certain acquisitions, divestitures and certain other unusual, non-recurring items. The purpose of the adjustments is to ensure that the measurement of performance reflects factors that management can directly control and that payout levels are not impacted by factors unrelated to the ongoing operation of the business. These adjustments are consistent with the presentation in our public filings in which the impact of these items is discussed separately.

The P&O Committee established annual bonus targets in March 2021 consistent with our publicly announced guidance for 2021 and based on our 2021 business strategy to drive sustainable profitable growth through premium innovation, digital transformation and investing behind our strategic priorities while continuing to manage through the COVID-19 pandemic. Given the economic and market conditions at the time the targets for the annual bonus award were set, the goals were designed to be challenging but achievable, with payout levels intended to encourage strong, focused performance. We take into account the budget for our share repurchase program when setting our earnings-per-share targets, and no decisions about share repurchase plans are tied to an attempt to influence compensation results.

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In 2021, the performance required to receive threshold, target and maximum payouts for each of the two financial components, and the payout relative to the Comparison Group that overall performance at each level would represent for the Named Officers, were as follows:

		Weight		Threshold		Target		Maximum
Base Business Earnings Per Share		40%
Organic Sales Growth		40%
Strategic Initiatives		20%		See discussion below
Payout Relative to the Comparison Group				Below 10th percentile		27th to 54th percentile		74th to above 90th percentile

If Base Business Earnings Per Share was less than $3.03 or organic sales growth was less than 0.6%, no annual bonus would be paid with respect to that component. To the extent performance on either performance measure fell between two applicable values, the applicable payout percentage would be interpolated on a linear basis.

Strategic Initiatives (20%)

The remaining 20% of the 2021 annual cash bonuses for the Named Officers was determined based on our progress on certain strategic initiatives, measured by considering our performance during 2021 against our enterprise-wide innovation and digital transformation goals, weighted equally, using a combination of growth and capability measures. This strategic measure was selected in recognition of the critical importance of innovation and digital transformation to our growth strategy and continuing success and to further align compensation with our strategic priorities.

The strategic measure was payable at 25% for threshold performance, 100% for target performance and 200% for maximum performance, as determined by the P&O Committee. However, in the event our performance on either of the two financial performance measures discussed above was below the threshold level, the strategic measure would be capped at 100%.

In early 2022, the P&O Committee evaluated our performance against the above criteria and determined that the strategic measure should pay out at 125% of target, based on our strong performance against our enterprise-wide innovation and digital transformation goals. In making this determination, the P&O Committee considered (i) our year-over-year growth in sales from eCommerce, which exceeded our goals; (ii) our revenue from new products and incremental net sales coming from innovation, each of which were in line with our goals; and (iii) our digital and innovation culture and employee training measures, each of which were in line with or exceeded our goals.

Based on strategic measure performance of 125%, Base Business Earnings Per Share of $3.21 and organic sales growth of 4.4%, the P&O Committee approved bonus awards for the Named Officers at 121.0% of their assigned award opportunities. The annual cash bonus for Mr. Wallace equaled 194% of his year-end salary, for Mr. Sutula equaled 109% of his year-end salary and for Mses. Daniels and Parameswaran and Mr. Tsourapas equaled 85% of their respective year-end salaries.

Long-term Incentives

Overview

Our long-term incentive compensation is designed to focus the Named Officers and other Colgate executives on increasing shareholder value and to incentivize their contribution to our long-term growth and performance. We use two types of long-term incentives for the Named Officers, both granted in the form of equity: stock options and PBRSUs (weighted equally). Stock options and PBRSUs are used to balance and support the key principles discussed on page 33. Because their value is solely dependent on appreciation in stock price, stock options strongly support the objectives of ensuring that pay is aligned with changes in shareholder value and creating commonality of interest between the Named Officers and stockholders. The use of PBRSUs ensures that the amount of long-term incentive compensation granted is tied directly to both increases in shareholder value and the achievement of critically important multi-year performance objectives. Due to the multi-year earning and/or vesting requirements, all of our long-term incentives support the goal of retaining the Named Officers and other key executives.

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Consistent with our longstanding practice of encouraging stock ownership throughout the organization to reward employees for the long-term value they create and to align management and stockholder interests, long-term equity grants are the largest component of target direct compensation for the Named Officers. Following a review of the practices of the Comparison Group, long-term incentives are generally targeted at the median of the Comparison Group, with above-median awards available based on superior performance and below-median awards available based on performance below expectations.

In 2021, our annual stock option and restricted stock unit utilization for all awards was 0.71% of outstanding stock, placing us at the 79th percentile of the Comparison Group based on available market data. Because we use a mix of long-term incentives that is weighted more heavily toward stock options than full-value awards as compared with the companies in the Comparison Group, our utilization rate will generally be above the median of the Comparison Group.

Equity Grant Process and Policies

We make annual equity awards at the same predetermined times each year, at regularly scheduled P&O Committee meetings in the first and third quarters. Equity awards for new hires or newly promoted employees or special awards for recognition or retention purposes are generally made on a monthly basis. The grant date of any award is no earlier than the date on which such award is approved, and the grant price of any award is never less than the closing price of our Common Stock on the date of grant. All awards are granted under a stockholder-approved plan.

Stock Options

Overview

The number of stock options granted to individual executives is determined based on guidelines set for each salary grade level. Established annually, the stock option guidelines are determined based on a review of market data and share usage. Actual awards may vary from such guidelines based on a qualitative assessment of factors similar to those used to determine salary, including each individual’s performance, the performance of the business unit or function for which they are responsible and the assumption of new job responsibilities. (See discussion of salary on page 37.) As with other compensation decisions, in the case of the CEO, the P&O Committee makes such assessment with the participation and concurrence of the other independent directors of the Board and considering advice from its independent consultant, FW Cook. In the case of the other Named Officers, the P&O Committee reviews and approves awards taking into account the recommendations of the Global Human Resources function and the CEO.

Stock Option Grants

During 2021, the stock option grant to Mr. Sutula was at our guideline award level. The stock option awards for Mses. Daniels and Parameswaran and Mr. Tsourapas were each 5% below the guideline award level due to their recent promotions. See column (j) of the Grants of Plan-Based Awards Table for the number of stock options granted to the Named Officers in 2021. Mr. Wallace’s award for 2021 was 405,041 options, consistent with the pre-established guideline.

Stock Option Terms

For all of the Named Officers, the stock options vest in equal annual installments over three years, the exercise price of the stock options is equal to the closing price of our Common Stock on the date of grant and the term of the stock options is eight years. Unvested stock options are forfeited if the recipient terminates his or her employment, other than through retirement, death or disability. For more information regarding the effect of various types of termination of employment on the vesting of outstanding equity awards, including stock options, see page 55.

Performance-Based Restricted Stock Unit Awards

Awards

Under our new long-term incentive program, the Growth Performance Plan, beginning with the 2019-2021 performance cycle, executives, including the Named Officers, receive PBRSUs at the beginning of each three-year performance cycle.

Each year, at the beginning of a three-year performance cycle, the P&O Committee approves a set of performance goals and a target award expressed in dollars, which is converted into PBRSUs by dividing the dollar value by the closing price of our Common Stock on the grant date. The number of PBRSUs that are earned and vest at the end of the performance period will be determined based on our performance against the pre-established performance goals. The PBRSUs will vest, to the extent earned, following the conclusion of the three-year performance period when actual performance is known and certified by the P&O Committee and shares of Common Stock are delivered in respect of the earned PBRSUs following vesting. In addition, the P&O Committee has discretion to adjust earned awards upward or downward, subject to award limits established by the P&O Committee at the time the performance measures were set.

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For the 2021-2023 performance cycle, Mr. Wallace’s target award was 59,785 PBRSUs and the target award for each of the other Named Officers ranged from 11,626 PBRSUs to 14,083 PBRSUs. All such target awards were granted in March 2021. Depending upon performance against the pre-established measures discussed below, including the modifier based on total shareholder return relative to peers, the number of PBRSUs that can be earned ranges from zero, if performance falls below a certain level, to a maximum of 250% of the target number of PBRSUs. The actual value of the payout from the PBRSUs will be determined in 2024 and will depend upon achievement of the performance goals as well as the price of our Common Stock at the time of vesting.

Performance Measures

The performance measures used for the 2021-2023 performance cycle are described below.

Performance Measure		Weight		Threshold		Target		Maximum
Average organic sales growth relative to the Comparison Group over the three-year performance period		50%
Average Base Business Net Income growth relative to the Comparison Group over the three-year performance period*		30%
Average Free Cash Flow Productivity over the three-year performance period		20%

If performance on any of the performance measures is below the threshold level, no PBRSUs would be earned with respect to that component. To the extent performance on any of the performance measures falls between two applicable values, the applicable payout percentage would be interpolated on a linear basis.

These measures were chosen based on our view that together they will drive sustainable profitable growth while reflecting the underlying momentum and strong fundamentals of our business and our ability to generate cash to satisfy current and future obligations, reinvest in business-building activities and return value to stockholders. The measures are primarily based on our performance relative to peers to ensure focus on delivering peer-leading performance, no matter the marketplace conditions. For the 2021-2023 performance cycle, the P&O Committee also determined to increase the Free Cash Flow Productivity target to 95% (from 90%) and maximum to 110% (from 105%) to ensure continued strong focus on cash generation from our business operations.

The Growth Performance Plan also includes a total shareholder return modifier to further link awards to creation of shareholder value and hold management accountable for outperforming peers. The number of PBRSUs earned following completion of the 2021-2023 performance cycle may increase or decrease by up to 25% based on our total shareholder return, defined as stock price appreciation plus dividends paid, relative to the Comparison Group over the same three-year period, as follows:

To the extent our total shareholder return relative to the Comparison Group falls between two applicable values, the total shareholder return modifier would be interpolated on a linear basis. In addition, in the event our total shareholder return over the performance period is negative, no participant would be eligible to earn more than the target number of PBRSUs, even if our performance on the other performance measures would otherwise entitle them to a higher payout.

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Performance Cycles Status

The status of our just completed and in-progress performance cycles are described below.

Performance Period and Measures		Performance Levels		Status
2019-2021
				●  Results were certified in February 2022 ●  Relative organic sales growth was at the 74th percentile, relative Base Business Net Income growth was at the 33rd percentile and Free Cash Flow Productivity was 107.6% (following the reduction described below) ●  Total shareholder return was at the 60th percentile relative to the Comparison Group, which increased the payout by 15% based on the total shareholder return modifier ●  Based on the above performance, the PBRSUs paid out at 144.4% of target
2020-2022
				●  Based on performance achieved through December 31, 2021, payout would be between the target and maximum levels. Performance over the remaining year of the performance period will determine the actual number of shares earned, if any ●  Results will be certified in February 2023, including applying the total shareholder return modifier
2021-2023
				●  Based on performance achieved through December 31, 2021, payout would be between the threshold and target levels. Performance over the remaining two years of the performance period will determine the actual number of shares earned, if any ●  Results will be certified in February 2024, including applying the total shareholder return modifier

PBRSU Terms

To the extent earned, the PBRSUs granted under the Growth Performance Plan vest upon certification of the performance results in February of the year following completion of the performance period (in 2024 for the 2021-2023 performance cycle) and are distributed as shares of Common Stock as soon as administratively practicable thereafter. Awards are forfeited if the recipient terminates his or her employment, other than through retirement, death or disability, prior to the end of the performance period. If a recipient retires, dies or becomes disabled during the performance period (provided he or she remained employed for at least the first six months of the performance period), he or she is eligible to earn PBRSUs on a pro rata basis at the conclusion of the performance period reflecting the proportion of the performance period for which he or she was employed. For more information regarding the effect of various types of termination on the vesting of outstanding equity awards, including PBRSUs, see page 55. Recipients of PBRSUs do not have voting rights or the right to receive dividends until they are distributed as shares of Common Stock.

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Compensation Governance Features

Stock Ownership Guidelines

To further align the interests of our officers with those of our stockholders and ensure a long-term perspective, the Board has established minimum stock ownership guidelines for members of senior management. The CEO is required to own Colgate stock equal in value to eight times his annual salary, and the other Named Officers must hold Colgate stock in amounts equal to four times their annual salaries. Other senior managers are subject to ownership requirements of one or two times their annual salaries. Executives have five years from their initial promotion into an eligible position to achieve required ownership levels and neither unexercised stock options nor unearned PBRSUs are counted for purposes of determining whether the ownership requirements have been met. Compliance with these guidelines is evaluated on an annual basis. All of the Named Officers are in compliance with this policy.

Hedging and Pledging of Company Stock

The Board has adopted a policy that prohibits our directors, officers and employees who receive stock-based compensation from purchasing any financial instrument that is designed to hedge against or offset any decrease in the value of Colgate’s stock, such as short sales and put and call options. The policy also strongly discourages all other employees from entering into such transactions. In addition, we prohibit our directors and officers from pledging Colgate stock. During 2021, all of the Named Officers were in compliance with both the anti-hedging and anti-pledging policies.

Clawback Policies

The Board has adopted a policy that permits us to recoup cash and equity-based incentive awards made to an officer or other executive subject to the policy if (i) the financial results on which such awards were based are subsequently restated or (ii) the officer or executive engaged in conduct that violates our Code of Conduct. In addition, our equity award agreements include non-competition, non-solicitation and non-interference restrictions in the event of an employee’s departure from Colgate. Failure to comply with any of these requirements may result in forfeiture and/or cancellation of equity awards.

Conclusion

In summary, the P&O Committee believes in aligning pay and performance. Thus, its approach to executive compensation is guided by the principle that executives should have the potential for increased compensation when performance objectives are exceeded, provided that compensation decreases if performance objectives are not met.

P&O Committee Report

The P&O Committee has reviewed and discussed with management the foregoing Compensation Discussion and Analysis and, based on such review and discussion, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the year ended December 31, 2021 and this Proxy Statement.

The foregoing P&O Committee report has been submitted by the members of the P&O Committee: Michael B. Polk (Chair), John T. Cahill, C. Martin Harris, Kimberly A. Nelson and Stephen I. Sadove.

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Summary Compensation Table

The following table shows the compensation of our Chief Executive Officer, Chief Financial Officer and three other most highly compensated executive officers (the “Named Officers”) for 2021, 2020 and 2019, as applicable.

NOTES TO THE SUMMARY COMPENSATION TABLE

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Grants of Plan-Based Awards

The following table shows information in accordance with SEC requirements about the non-equity incentive awards, stock options and PBRSUs and other restricted stock unit awards that are reflected in the Summary Compensation Table for 2021 and that were granted to the Named Officers either during, or with respect to services rendered in, 2021.