NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

August 23, 2024

Fellow Procter & Gamble Shareholders:

It is my pleasure to invite you to this year’s annual meeting of shareholders. The meeting will take place on Tuesday, October 8, 2024, at 12:00 p.m. Eastern Time. The meeting will be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/PG2024. At the meeting, our shareholders will be asked to:

Shareholders of record as of the close of business on August 9, 2024 (the “record date”) are entitled to vote at the annual meeting and any postponement or adjournment thereof. Please see pages 90-94 for additional information regarding accessing the meeting and how to vote your shares. You do not need to attend the virtual meeting in order to vote your shares.

Your vote is important. Please vote your proxy promptly to ensure your shares are properly represented, even if you plan to join the annual meeting. You can vote online, by telephone, or by requesting a printed copy of the proxy materials and using the enclosed proxy card.

We appreciate your continued confidence in our Company and look forward to your joining us on October 8, 2024.

Susan Street Whaley

Chief Legal Officer and Secretary

REVIEW THE PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

The Company’s principal executive offices are located at 1 Procter & Gamble Plaza, Cincinnati, Ohio 45202. These proxy materials are first being made available to our shareholders on August 23, 2024.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on October 8, 2024: This Notice of Annual Meeting, the Proxy Statement, and the 2024 Annual Report are available at www.proxyvote.com.

Letter from our Chairman of the Board, President and Chief Executive Officer

PROXY SUMMARY

Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider. Please carefully read the entire proxy statement before voting.

Voting Matters and Board Recommendations

ITEM 1. ELECTION OF DIRECTORS (SEE PAGE 7)

You are being asked to vote on the election of the 14 Director nominees listed below. Additional information about each nominee can be found beginning on page 11. All of the Directors are independent, with the exception of Mr. Moeller, who is an employee of the Company.

Our Director Nominees and Their Combined Skills, Experiences, and Backgrounds

P&G is a diverse consumer products company that operates in dynamic, complex, and competitive markets around the globe. Our leaders, including our Directors, must consistently bring to bear the practical wisdom and seasoned judgment gained from significant leadership skill and experience, while remaining agile and adept at overseeing emerging risks and new business challenges. The Company’s Director nominees embody an impressive array of these skills and experiences, while also representing a diversity of backgrounds, including with respect to age, gender, race/ethnicity, and specialized experience. Each nominee draws upon their unique experiences as they provide oversight and counsel to the Company, enabling us to navigate the risks and seize the opportunities we encounter based on our broad consumer base, global operating footprint, and commitment to continued product and process innovation.

		Marketing				Consumer Industry / Retail				Global
		Corporate Governance				Leadership, Strategy, and Risk Management				Digital / Technology / Innovation
		Finance				Government / Regulatory / Public Policy				Environmental Sustainability

1  The Procter & Gamble Company

PROXY SUMMARY

^† Not a member of any Committees because the Committees are all comprised of independent Directors.

^‡ Mr. Lundgren’s experience and insights gained from more than 20 years of service as CEO of Neiman Marcus and later Macy’s and his skilled leadership of the Company’s Compensation & Leadership Development Committee continue to be highly valuable to the Board and the Company. Further, three of the Board Committee Chairs were transitioned in 2024, and the Board determined that it was in the best interest of the Company to avoid the additional disruption of transitioning leadership of the C&LD Committee in 2024. The Board therefore determined that these were exceptional circumstances that warranted an exception to the age limit set forth in the Corporate Governance Guidelines and voted to nominate Mr. Lundgren for re-election.

C&LD Compensation & Leadership Development

G&PR Governance & Public Responsibility

I&T   Innovation & Technology

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PROXY SUMMARY

ITEM 2. RATIFY APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (SEE PAGE 85)

You are being asked to ratify the selection of Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm. In selecting Deloitte, the Audit Committee considered:

ITEM 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION (SEE PAGE 86)

You are being asked to approve, on a non-binding, advisory basis, the compensation of our Named Executive Officers (“NEOs”), as outlined in this proxy statement beginning on page 39. This is often referred to as the “Say on Pay” vote.

Key Elements of FY 2023-24 Executive Compensation Program

We Received Strong Shareholder Support with 90.98% in favor of Say on Pay at the 2023 Annual Meeting. This vote is a positive endorsement of the Company’s executive compensation practices and decisions.

We Emphasize Pay for Performance. In total, 89% of the four main components of NEO compensation (Salary, Short-Term Achievement Reward (“STAR”), Long-Term Incentive Program (“LTIP”), and Performance Stock Program (“PSP”)) was performance-based for all NEOs. Of this, 78% was tied to long-term performance. Consistent with our design principles, performance-based programs pay out at 100% when target goals are achieved. Payouts below 100% occur when target goals are not achieved, and payouts above 100% are possible when target goals are exceeded. Payouts under these programs are based on the results achieved as compared to the pre-established performance targets, highlighting the clear link between pay and performance that is the cornerstone of our compensation programs.

We Pay Competitively. The C&LD Committee structures executive compensation to be competitive with the targets for comparable positions at companies considered to be our peers.

We Focus on Long-Term Success. The majority of the NEOs’ compensation is delivered through two long-term incentive programs tied to Company performance: PSP and LTIP. NEOs must meet significant share ownership and shareholding requirements. The CEO must own shares of Company stock and/or RSUs valued at a minimum of eight times salary. All other NEOs must own stock valued at four times salary.

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PROXY SUMMARY

CEO Compensation Highlights

Salary. Mr. Moeller’s salary remained unchanged at $1,600,000 during FY 2023-24.

STAR Annual Bonus Program. Mr. Moeller’s STAR target was unchanged at 200% of salary. His STAR payout was $4,086,400, which is approximately 128% of target.

Long-Term Incentive Programs. The C&LD Committee approved a long-term incentive award of $16,000,000 for Mr. Moeller. One half of the award value was delivered in the PSP. The remaining half was in the LTIP grant, which the C&LD Committee determined would be delivered as 70% stock options and 30% RSUs for FY 2023-24.

ITEM 4. SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING (SEE PAGES 87-89)

You are being asked to vote on the shareholder proposal included in this proxy statement. The Board has provided its response immediately following the proposal and recommends a vote AGAINST the proposal for the reasons indicated in the response.

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PROXY SUMMARY

The Board and its Committees actively engage in discussion and review of our environmental sustainability and social responsibility efforts as part of their critical governance oversight role. Because these topics are integrated into the Company’s business and operations—and are not a separate activity system or standalone initiatives—these topics frequently arise in the context of other reviews. For example, as the full Board has discussed the Company’s Supply Chain 3.0 program with our Chief Operating Officer and Chief Product Supply Officer, it has considered how that program impacts the Company’s overall workforce strategy, including efforts to recruit, retain, and develop employees across job levels, as well as the Company’s plans to make progress toward its climate-related ambitions by reducing transportation inefficiencies and related greenhouse gas emissions.

Highlights of other engagements by the Board this year include:

In addition, throughout the year, the Company provides information on specific sustainability goals, progress, and actions and their integration into the Company’s strategy. The most comprehensive resource for this information is our ESG Portal at www.pginvestor.com/esg (information on the ESG Portal is not incorporated by reference herein), which includes:

5  The Procter & Gamble Company

GLOSSARY OF TERMS

Glossary of Terms

Commonly Used Terms in this Proxy Statement

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ITEM 1 | ELECTION OF DIRECTORS

ITEM 1.

Election of Directors

Our Board of Directors has general oversight responsibility for the Company’s affairs pursuant to Ohio’s General Corporation Law and the Company’s Amended Articles of Incorporation, Code of Regulations, and By Laws of the Board of Directors. In exercising its fiduciary duties, the Board represents and acts on behalf of the Company’s shareholders and is committed to strong corporate governance, as reflected through its policies and practices. The Board is deeply involved in the Company’s strategic planning process, leadership development, succession planning, and oversight of risk management.

Our Board of Directors nominated the 14 individuals listed on pages 7-17 for election at the 2024 annual meeting. All of the Director nominees currently serve on the Board, and all except Ms. McEvoy were elected for a one-year term at the 2023 annual meeting. The current terms of the incumbent nominees for Director will expire at the 2024 annual meeting when their successors are elected, and the Board has nominated each of these individuals for a one-year term that will expire at the 2025 annual meeting when their successors are elected.

Each of the Director nominees identified in this proxy statement has consented to being named as a nominee in our proxy materials and has accepted the nomination and agreed to serve as a Director if elected by the Company’s shareholders. If any nominee becomes unable or unwilling to serve between the date of the proxy statement and the annual meeting, the Board may designate a new nominee, and the persons named as proxies will vote on that substitute nominee.

Director Skills, Qualifications, and Diversity

P&G is a diverse consumer products company that operates in a dynamic, complex, and competitive environment in markets around the globe. Our Directors must consistently bring to bear the practical wisdom and seasoned judgment gained from significant leadership experience, while remaining agile and adept at overseeing emerging risks and business challenges. Accordingly, our Board looks for leaders who embrace strong governance and oversight, exemplify the Company’s Purpose, Values, and Principles, and provide a breadth of experience and expertise across disciplines, all while being firmly grounded in the practical challenges facing global companies.

As the summary on pages 9-10 provides in additional detail, the Company’s Director nominees bring a variety of these skills and experiences to the Board and reflect an appropriate combination of qualifications to represent and further the long-term interests of the Company’s shareholders.

In addition, meaningful skills and experiences are just one aspect of diversity that the Board highly values. Our Corporate Governance Guidelines set forth the minimum qualifications for Board members and specify that the Board “seeks to achieve a mix of Board members that represents a diversity of background and experience, including with respect to age, gender, international background, race, and specialized experience.” As reflected in the current makeup of the Board and the diverse slate of nominees, one of our priorities in the Director nomination process is ensuring that our Board reflects the diversity of our Company and our consumers, a fundamental element of our superior value proposition.

7  The Procter & Gamble Company

ITEM 1 | ELECTION OF DIRECTORS

The G&PR Committee oversees our Director nomination process and devotes substantial time, in conjunction with the Board, to evaluating the Board’s needs and assessing potential candidates for both the short term and for longer-term Board refreshment. The G&PR Committee also ascertains whether the Director nominees (including any properly submitted shareholder nominees) fulfill the requirements of the Corporate Governance Guidelines.   For this year’s election, the Board has nominated 14 individuals to the Board. Their collective experience covers a wide range of geographies and industries. These 14 Director nominees range in age from 47 to 72. Six of these nominees, or 43%, are women, and 36% are racially/ethnically diverse. Further, their tenure reflects a range of both experienced and new Directors, with average tenure of less than 5 years.

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ITEM 1 | ELECTION OF DIRECTORS

Our Director Nominees’ Skills, Experience, and Background

9  The Procter & Gamble Company

ITEM 1 | ELECTION OF DIRECTORS

Each of our Director nominees brings valuable and diverse skills, experience, and background to the Board. We summarize in the table below the core competencies and attributes that each Director particularly exemplifies and that the G&PR Committee and our Board considered in nominating them. We expect all of our Directors to provide broad strategic insight and perspective across disciplines in their service on the Board, even if not specifically identified below.

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ITEM 1 | ELECTION OF DIRECTORS

11  The Procter & Gamble Company

ITEM 1 | ELECTION OF DIRECTORS

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ITEM 1 | ELECTION OF DIRECTORS

13  The Procter & Gamble Company

ITEM 1 | ELECTION OF DIRECTORS

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ITEM 1 | ELECTION OF DIRECTORS

15  The Procter & Gamble Company

ITEM 1 | ELECTION OF DIRECTORS

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ITEM 1 | ELECTION OF DIRECTORS

17  The Procter & Gamble Company

CORPORATE GOVERNANCE

Corporate Governance

How we conduct our business matters, and P&G has committed to doing what is right and to being a good corporate citizen. A sustainably strong business depends on maintaining trust, and that requires maintaining strong ethical and compliance standards and ensuring strong Board leadership and oversight. That is why good governance, including our Purpose, Values, and Principles, is the foundation for everything we do.

Governance Highlights

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CORPORATE GOVERNANCE

Shareholder and Stakeholder Engagement

We engage with our shareholders and our many other stakeholders throughout the year, providing perspective on our business results and reinforcing our commitment to our integrated strategy on earnings calls, at shareholder and analyst conferences, in small engagements, and in one-on-one meetings with shareholders, analysts, and other stakeholders. In addition, we proactively seek shareholder input and perspective and respond to requests for information on various topics. These engagements and exchanges can inform our corporate practices, help sharpen our thinking, and strengthen our approach. Our shareholders and stakeholders sometimes represent specialized perspectives or hold conflicting views from one another, so we must analyze the feedback they share with us as part of the total mix of information we consider in seeking to serve shareholders, consumers, and all stakeholders.

In general, we approach this work through a cycle of:

		Year-Round Outreach and Engagement Senior management, our investor relations team, and subject matter experts from the Company maintain a year-round dialogue with investors to gain their perspectives on current issues and priorities and to address any questions or concerns. We also make our Directors available for engagement with shareholders when appropriate. These engagements cover a variety of topics, including corporate strategy, risk oversight, corporate governance, environmental sustainability practices, workforce policies, and executive compensation.
		Ongoing Review and Evaluation We assess the feedback we receive from investors and share it with senior management and the Board. We also discuss key aspects with the appropriate Board Committee, reviewing, for example, compensation-related comments and questions with the C&LD Committee and input regarding corporate governance or environmental sustainability matters with the G&PR Committee.
		Continual Updates and Action We consider feedback received as we update our policies, practices, and disclosures. For example, consistent with input from some of our shareholders, we provided additional information in this proxy statement on the G&PR Committee’s process for review and consideration of Director outside time commitments. We also updated our ESG Portal to provide an index of key disclosures by topic, making it easier for investors and other stakeholders to quickly find relevant information.

The Company received positive investor feedback on the focused environmental sustainability and corporate governance engagements and related broader investor presentation and Q&A we conducted in FY 2023-24, which included more than 150 shareholder participants, ranging from large institutions to individual investors. These meetings were led by our Chairman and CEO and included insights and perspective from our CFO, Senior Vice President for Investor Relations, and multiple subject matter experts. The Company again conducted focused meetings this past year with several of our top institutional shareholders, discussing our strategy for and Board oversight of numerous topics. In July 2024, we held another broad investor forum to provide interested stakeholders further opportunity to learn about the Company’s work and to ask questions of our senior management and experts. These focused meetings complement the many engagements that our Investor Relations team and Company subject matter experts had with a broad range of shareholders throughout the year. These shareholders included not only the Company’s largest owners but also relatively smaller owners with specific interests in topics like climate, human rights, cybersecurity, and biodiversity. The Company also has regular engagement with NGOs and other investor advisory groups, such as Sustainalytics, MSCI, Climate Action 100+, and others to help ensure investors have accurate information and Company perspective on the topics of interest to them.

19  The Procter & Gamble Company

CORPORATE GOVERNANCE

We will continue our shareholder engagement during FY 2024-25, including participation at analyst meetings and conferences. The Company’s top 100 institutional shareholders collectively own over 50% of the Company’s outstanding shares of common stock, and we generally focus our proactive shareholder outreach efforts on these shareholders. We conduct meetings with institutional shareholders in person, via virtual meetings and telephone calls, and one-on-one at conferences throughout the year. We also routinely respond to individual shareholders and other stakeholders who provide feedback about our business.

We remain committed to these ongoing discussions and welcome feedback from all shareholders, who can reach our Investor Relations team by visiting www.pginvestor.com or contact our Directors or executive officers as described on page 34.

The Board’s Leadership Structure

Under the Company’s Corporate Governance Guidelines, the Board has discretion to determine whether the same individual should serve as both Chief Executive Officer and Chairman of the Board or whether the roles should be separated. The Board also determines the nature and scope of the role of the Lead Director to ensure appropriate and effective independent leadership and oversight. This approach allows the Board to use its considerable experience and knowledge to elect as Chairman of the Board the Director best suited to serve in that capacity at the time, while maintaining the ability to separate the Chairman of the Board and CEO roles when appropriate, as the roles have been in previous periods. Further, it enables the Board to elect an independent Lead Director and define his or her duties.

The Board regularly considers this structure and whether to combine or separate the roles, depending on which leadership structure best serves the Company and its shareholders. In doing so, the Board not only considers the specific benefits and impacts to the Company of one approach over another but also considers external practice among similarly situated global companies as well as feedback from investors. The Board believes this discretion, including the flexibility to make this determination at any given point, best enables it to promote the long-term interests of the Company and its shareholders.

During the Board’s annual evaluation of its leadership structure, and upon recommendation of the G&PR Committee, the non-employee Directors of the Board concluded that it is in the best interest of the Company and its shareholders for Mr. Moeller to maintain his roles as Chairman of the Board and CEO, with Mr. Jimenez serving as Lead Director. In particular, the Board considered that Mr. Moeller is the right person to lead the Board based on his deep knowledge of the Company’s business and financial operations; his clear, consistent, and compelling strategy for the Company; and his keen understanding of the complex and dynamic external environment in which it operates globally. Across his various roles at the Company, Mr. Moeller has developed and executed global strategy, served as a key member of senior management, led numerous, complex transactions and initiatives, worked in many of the Company’s global categories, and overseen both Enterprise Market operations and the Company’s Investor Relations, Information Technology, Global Business Services, Sales, Market Operations, Purchasing, Manufacturing, and Distribution teams. In addition, having unified leadership helps ensure timely and efficient communication of key issues and information between senior executives and the Board and reduces hierarchy and complexity. As detailed further below, the Board also considered that Mr. Jimenez, as independent Lead Director, has significant and meaningful responsibilities in line with governance best practices, collaborates effectively with Mr. Moeller on key focus areas for Board refreshment, oversight, and operations, and productively chairs regular Executive Sessions with the Board’s independent Directors.

The Board retains the ability to separate the Chairman and CEO roles in the future, depending on which leadership structure best serves the long-term interests of the Company and its shareholders at that time.

2024 Proxy Statement  20

CORPORATE GOVERNANCE

INDEPENDENT LEAD DIRECTOR

When the Board determines that the same individual should hold the positions of CEO and Chairman of the Board or if the Chairman of the Board is not independent, the independent Directors of the Board elect for an annual term a Lead Director from among the independent Directors. The Lead Director role is significant, with responsibilities consistent with accepted best practices and designed to ensure a well-functioning Board with independent oversight, including:

Mr. Jimenez serves as the Board’s current Lead Director, having originally been appointed to the role in 2021. In his capacity as Lead Director, Mr. Jimenez has worked closely with Mr. Moeller to ensure effective leadership, appropriate engagement, and meaningful oversight by the Board. Led by Mr. Jimenez, the non-employee Directors met six times during FY 2023-24 in regularly scheduled executive sessions (without the presence of Mr. Moeller or other employees of the Company) to discuss various matters related to oversight, Board affairs, succession planning, and CEO performance. Mr. Jimenez continues to foster an open and constructive dialogue among the independent Directors and advises Mr. Moeller of the independent Directors’ discussions, including performance feedback, and follows up on meeting outcomes and actions. This year, Mr. Jimenez also led candid one-on-one conversations with each Director, outside of regularly scheduled meetings, to gather feedback on Board and Director strengths and needs, management performance, and overall Board functioning.

In conjunction with the Board’s decision to maintain the combined Chairman and CEO role, the non-employee Directors reappointed Mr. Jimenez as Lead Director for FY 2024-25. The Board believes that Mr. Jimenez and Mr. Moeller will continue to work well together in these respective roles. Mr. Jimenez is an experienced executive and Director, having served as CEO of Novartis AG, in leadership positions with H.J. Heinz Company and ConAgra Foods, and as a Director of several public companies. He is recognized for his innovation and leadership skills and has provided important insight and guidance to the Company and the Board during his tenure as a Director. Mr. Jimenez is a thoughtful, highly engaged Director. His fellow Directors and members of Company management appreciate that he routinely makes himself available to the Chairman and his fellow Directors outside of regular Board meetings and is particularly responsive to requests for insight and perspective throughout the year. The Board is confident that, as Lead Director, he will continue to work in close partnership with Mr. Moeller to ensure strong and independent oversight of ongoing Board matters and effective collaboration among the Directors. The Board will continue to periodically evaluate its leadership structure.

21  The Procter & Gamble Company

CORPORATE GOVERNANCE

BOARD EVALUATION

In addition to regularly reviewing its leadership structure, the Board conducts an annual self-assessment of its overall functioning and effectiveness. In order to maximize input and facilitate candid, useful feedback, the Company’s Chief Legal Officer conducts one-on-one interviews with each Director. This feedback includes comments on overall Board performance, Board priorities, interaction with management, Board discussion topics, agendas, and processes, Board composition, Director contributions, and how to further improve overall Board operations. The results of these interviews are aggregated and anonymized and then shared with the full Board for review, discussion, and appropriate action. The Audit, C&LD, and G&PR Committees also conduct annual assessments of their operations and effectiveness via one-on-one management interviews with each Committee member. In addition, this year, the Board’s Lead Director conducted separate one-on-one reviews with each Director to further discuss their perspective on Board operations, performance, and culture as well as to provide specific, individual feedback on each Director’s contributions and impact.

The Board addresses items raised both through this formal evaluation process and through informal feedback as warranted. For example, based on Director feedback, the Audit Committee received an assessment of the general controls and compliance environment, capturing key learnings following the COVID pandemic. Similarly, given the high level of recent Board refreshment, the Company provided additional opportunities for Directors to engage informally with one another outside the Boardroom. Finally, if during the evaluation process or at any time any issue with regard to an individual Director is identified, the Chairman or Lead Director will address such issue with the individual Director.

DIRECTOR INDEPENDENCE

The Board has determined that all of the Company’s Director nominees, with the exception of Mr. Moeller, are independent under the NYSE listing standards and the Board of Directors’ Guidelines for Determining the Independence of its Members (the “Independence Guidelines”). All members of the Board’s Audit, C&LD, G&PR , and I&T Committees are independent under the NYSE listing standards and Independence Guidelines. All members of the Audit Committee and C&LD Committee are also compliant with the SEC’s enhanced independence requirements for audit committee members and compensation committee members, respectively. The Board of Directors has determined that Mr. Biggs, Ms. McCarthy, and Ms. Woertz meet the criteria for “Audit Committee Financial Expert” as defined by SEC rules. The Board of Directors has also determined that all Audit Committee members are financially literate.

In making these independence determinations, the Board applied the NYSE listing standards and the categorical independence standards contained in the Independence Guidelines. Under the Independence Guidelines, certain relationships were considered immaterial and, therefore, were not considered by the Board in determining independence, but were reported to the Chair of the G&PR Committee. Applying the NYSE listing standards and the Independence Guidelines, the Board determined that there are no transactions, relationships, or arrangements that would impair the independence or judgment of any of the Director nominees deemed independent by the Board.

Mr. Moeller is Chairman of the Board, President and CEO of the Company. As an employee of the Company, he cannot be deemed independent under the NYSE listing standards or the Independence Guidelines.

SERVICE ON OTHER PUBLIC BOARDS AND OUTSIDE TIME COMMITMENTS

The Board believes that service on the boards of other public companies provides valuable governance and leadership experience that ultimately benefits the Company. The Board also recognizes that serving on outside public boards requires a significant commitment of time and attention, and therefore, in accordance with best governance practices, limits Director participation on other public boards. In 2023, the Board updated the Corporate Governance Guidelines to reduce the number of public company boards on which a Director who is an active public company CEO may sit. As a result, under the Corporate Governance Guidelines, Directors who are

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CORPORATE GOVERNANCE

active CEOs of other public companies may sit on no more than one additional outside public board (including their own company board), and other non-employee Directors may sit on no more than three additional outside public boards. The Board must approve any exception.

In addition to the numerical limits, the Company’s Corporate Governance Guidelines generally require that a Director or Director nominee should have sufficient time to devote to the affairs of the Company. Accordingly, when nominating a Director for service on the Board or for re-election, the G&PR Committee considers whether, in light of other commitments, the nominee will have adequate time to serve as a Director of the Company. Further, in nominating an individual to serve as Lead Director or Committee Chair, the G&PR Committee specifically considers that individual’s other public company board leadership positions and outside time commitments to ensure sufficient time and availability to provide effective and responsive leadership in the role. The G&PR Committee undertakes this review at least annually, generally coinciding with its recommendation of Director nominees for election at the next annual shareholder meeting and of the Board’s leadership structure. The Committee further considers an individual Director’s time commitments throughout the year as circumstances warrant, such as a change in a Director’s external responsibilities or in internal Board leadership positions.

This overall practice helps further our expectation that our Directors give appropriate time and attention to the affairs of the Company, demonstrating strong engagement and high attendance. Each of our Director nominees is currently compliant with the Company’s Corporate Governance Guidelines regarding their service on other company boards.

23  The Procter & Gamble Company

CORPORATE GOVERNANCE

During FY 2023-24, the Board held six meetings, and the Committees of the Board collectively held 22 meetings, for a total of 28 meetings. Each incumbent Director attended more than 83% of the aggregate meetings of the Board and the Committees on which they served, with average attendance of about 97% among incumbent Directors. The Board expects all Directors to attend the annual meeting of shareholders, and all Directors then serving attended the October 10, 2023 annual meeting.

The table below shows the current membership of each Committee of the Board and the number of meetings each Committee held during FY 2023-24.

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CORPORATE GOVERNANCE

To assist the Board in discharging its duties and to facilitate deeper understanding and engagement in certain key areas of oversight, the Board has established four standing Committees. Each Committee is fully independent under the NYSE listing standards and the Independence Guidelines, which can be found at www.pg.com. Each Committee has a charter that sets out its primary purposes, duties, and responsibilities. These charters can be found in the corporate governance section of the Company’s website at www.pg.com.

25  The Procter & Gamble Company

CORPORATE GOVERNANCE

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CORPORATE GOVERNANCE

27  The Procter & Gamble Company

CORPORATE GOVERNANCE

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CORPORATE GOVERNANCE

Risk Oversight The Board of Directors actively oversees senior management’s development and execution of the Company’s strategic plans, with responsibility to understand the associated opportunities and risks and the steps that senior management is taking to identify, manage, and mitigate those risks.

Multiple governance practices bolster the Board’s risk oversight approach, including the Board’s leadership and Committee structure, its regular discussions with key business and function leaders, its review of business plans, results, and strategies, and the Company’s internal Enterprise Risk Management (“ERM”) process. Throughout the year, senior leaders of the Company’s business units, key markets, and corporate functions meet with the Board to discuss regular business updates and significant risks, challenges, and opportunities within their areas of responsibility. For example:

In addition, the full Board reviews the most significant enterprise risks facing the Company, as identified in the ERM process, at least annually. The ERM process, the Board’s direction, and management’s judgment guide which key risks the Board reviews and discusses. This determination is often informed by subject matter expert perspective on the risk overall as well as consideration of factors such as the risk’s potential impact to the Company, the Company’s vulnerability to the risk, and the risk’s potential speed of onset.

The Board has also delegated certain risk oversight responsibilities to specific Board Committees. This delegation is informed by, among other considerations, the subject matter of the risk, the expertise and scope of each Committee as outlined in its charter, the members of management responsible for developing appropriate mitigation plans, and the frequency of expected developments and updates. In overseeing specific risks, each Committee reports regularly to the full Board, and the Chairman of the Board and Lead Director review with the relevant Committee Chair and with management whether a particular risk or item merits additional discussion with the full Board. In performing their oversight responsibilities, the Board and each Committee has full access to management, as well as the ability to engage independent advisors. In addition, the Board’s independent Lead Director leads regular executive sessions of the independent Directors, facilitates cross-Committee feedback, and fosters open dialogue and constructive feedback among the independent Directors, which further supports the Board’s ability to fulfill its risk oversight duties.

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CORPORATE GOVERNANCE

COMMITTEE OVERSIGHT

		Audit Committee Oversees the Company’s overall risk management process, focusing on accounting and financial controls, financial statement integrity, information security, cybersecurity, legal and regulatory compliance, tax policy and compliance, business continuity planning, and ethics and compliance programs, and routinely discusses the Company’s risk profile, risk management, and risk exposures with management, internal auditors, and the Company’s independent registered public accounting firm.
		Compensation & Leadership Development Committee Oversees risks related to the development of and succession planning for the Company’s executive officers, risks associated with the Company’s equality and inclusion practices and policies, and risks associated with the Company’s compensation policies and practices, as discussed further below under “Compensation-Related Risk.”
		Governance & Public Responsibility Committee Oversees risks related to the Company’s corporate governance structure and processes, including Director qualifications, Board and Committee succession planning, and independence, as well as risks related to product quality, public policy, social responsibility, environmental sustainability, and the Company’s reputation.
		Innovation & Technology Committee Oversees risks related to emerging technologies, the changing media landscape, the Company’s integration of new technology, ingredient safety, and our overall innovation strategy.

MANAGEMENT

In defining and implementing the Company’s strategic plans, management works to identify, evaluate, manage, and mitigate the risks inherent in them. Business and function leaders escalate as appropriate key risks as part of their regular strategy reviews with the Company’s senior management. This risk escalation process is further informed by the Company’s formal ERM Program, the external auditor, and our compliance monitoring and risk assurance activities.

Under the auspices of the Audit Committee, the Company’s Ethics & Compliance Committee—comprised of the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Human Resources Officer, and Chief Legal Officer—oversees the development, execution, assessment, and effectiveness of the Company’s Ethics & Compliance Program as it relates to applicable legal and regulatory requirements, the Worldwide Business Conduct Manual, and other key Company policies. In so doing, the Committee periodically reviews topics such as incident data, specific initiatives, key policy revisions or exception approvals, and compliance risks. Further, the Company’s Chief Ethics & Compliance Officer and the Senior Vice President for Global Internal Audit (“GIA”), both of whom are directly accountable to the Audit Committee in addition to reporting to the Chief Legal Officer and Chief Financial Officer, respectively, help ensure that key risks are identified, reviewed, and escalated to the Board and its Committees on both a standing and ad hoc basis.

As part of the Company’s ERM Program, members of a cross-functional team within the Company conduct extensive interviews of Company experts, leaders, and specialists across levels, functions, and geographies throughout the year. Using both qualitative and quantitative reviews, this team seeks to identify, on a continual basis, the most pressing current and future potential risks facing the Company. Led by experienced risk and compliance professionals in GIA, these risks are analyzed and reported to relevant business and governance leaders within the Company, who partner to develop plans and strategies to appropriately manage and mitigate these risks.

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CORPORATE GOVERNANCE

Annually, the full Board discusses with senior management the most significant risks identified in the ERM process, providing input on the steps taken to mitigate each risk and plans for additional mitigation in the year ahead. In addition, the ERM team conducts periodic progress reviews of top enterprise risks with the accountable leaders, focusing on ensuring mitigation steps are on track and remain sufficient to mitigate the risk consistent with the plans shared with the Board. This enterprise-level review program complements the Company’s ongoing GIA-led risk assurance activities.

SUCCESSION PLANNING

Ensuring that the Company has skilled, seasoned leaders in its executive ranks and talent pipeline is a critical aspect of the Company’s long-term strategy and success. Underscoring this importance, the Board, with assistance from the C&LD Committee, directly oversees succession planning for all executive officers, including the CEO. To support its oversight and planning, the Board, in both regular and executive sessions, reviews and discusses the performance of and development plans for the Company’s senior executives. The Board also interacts with these executives as part of Board business and functional reviews and in one-on-one meetings, helping ensure that our Directors are familiar with not only these individuals’ business results but also their broader leadership, management, and personal skills.

In order to ensure a strong pipeline for future succession, the C&LD Committee also reviews with the CEO and the CHRO the Company’s high-performing next-generation talent across business units and functions to ensure that appropriate development plans are in place for the next generation of leadership.

COMPENSATION-RELATED RISK

As part of its risk oversight responsibilities, the C&LD Committee annually reviews the Company’s compensation policies and practices. In FY 2023-24, the C&LD Committee employed an independent compensation consultant, Meridian Compensation Partners, which does not work for management and, among other tasks, reviewed and reported on all of the Company’s executive compensation programs, including the potential risks and other impacts of incentives created by the programs. For more details on the arrangement with Meridian Compensation Partners, please see the section entitled “Role of Compensation Consultant” in the Compensation Discussion & Analysis (“CD&A”) section of this proxy statement.

The independent compensation consultant’s review included an analysis of the Company’s short-, medium-, and long-term compensation programs covering key program details, performance factors for each program, target award ranges, maximum funding levels, and plan administrative oversight and control requirements. Key program elements assessed relating to potential compensation risks were pay mix, performance metrics, performance goals and payout curves, payment timing and adjustments, severance packages, equity incentives, stock ownership requirements, prohibitions on hedging and pledging, and trading policies. Members of management also performed a risk assessment of the Company’s other compensation programs including incentive programs from acquisitions, cost of programs, design elements, payment authorizations, and overall confirmation that plans do not encourage unnecessary or excessive risk-taking. The results of the consultant’s analysis of the Company’s executive compensation programs, as well as management’s review of the Company’s other compensation programs, were shared with the C&LD Committee, which concluded that the Company’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

In reaching its conclusion, the C&LD Committee noted that the Company’s compensation programs include a mix of cash and equity, as well as annual, medium-term, and long-term incentives. This mix of compensation, the design features of these programs, and the Company’s respective oversight and control requirements mitigate the potential of any individual inclination toward taking unnecessary risks. The C&LD Committee also acknowledged various other features of the Company’s compensation programs, policies, and practices designed to mitigate unwarranted risk. For example, the Company’s annual cash bonus program, STAR, provides the C&LD

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CORPORATE GOVERNANCE

Committee with discretion to reduce or eliminate any award that would otherwise be payable. In addition, the performance metrics under STAR include both quantitative measures (e.g., topline growth, bottom-line profits, free cash flow) and qualitative measures (e.g., relative performance, internal controls). These non-metric features mitigate the risk of an executive focusing too much on the specific financial metrics under STAR. Moreover, the performance metrics associated with the STAR Company Factor (core earnings per share growth and organic sales growth) are aligned with the Company’s business plans and strategic objectives.

Further, the C&LD Committee recognized that the Company’s longer-term incentives include a balanced portfolio of stock options, restricted stock units, and performance stock units. These longer-term incentives incorporate a variety of payout horizons that focus executives on long-term performance: 10-year terms with three-year cliff-vesting for stock options, three-year cliff-vesting for restricted stock units, and a three-year performance period for performance stock units granted under the Performance Stock Program, or PSP. The C&LD Committee also noted that the design of the PSP reduces the likelihood that an executive will focus too much on a single performance measure by including four different performance categories with weightings of 20% or 30% each that provide for a balanced risk profile. The categories are: organic sales growth relative to competitive peers, constant currency core before-tax operating profit growth, core EPS growth, and free cash flow productivity. In addition, actual performance against goals with respect to each of these performance measures will yield a payout from a minimum of 0% to a maximum of 200% of a senior executive’s target incentive opportunity. We believe that using this sliding scale approach, versus an all-or-nothing approach, discourages participants from taking unnecessary risks. Furthermore, the PSP also includes a relative Total Shareholder Return Multiplier to ensure further alignment with shareholder interests. Each of the financial measures is defined and further explained in the CD&A section of this proxy statement.

Finally, the C&LD Committee acknowledged that the Company maintains several policies intended to mitigate inappropriate risk-taking, including stock ownership guidelines for senior executives and an insider trading policy that prohibits margin and hedging transactions by senior executives. Furthermore, in addition to the mandatory Dodd-Frank Recoupment Policy, the Company maintains an additional recoupment policy for all other senior executives who are not covered by the Dodd-Frank policy. These policies provide for recoupment of compensation in the event of a financial restatement.

Additional Governance Matters

COMPANY INSIDER TRADING POLICY AND POLICY REGARDING EMPLOYEE, OFFICER, AND DIRECTOR HEDGING

The Company has an insider trading policy and procedures that govern the purchase, sale, and other dispositions of its securities by directors, officers, and employees, as well as by the Company itself. We believe the policy and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable listing standards. Among other things, the insider trading policy prohibits Directors, senior executives, other designated employees, and certain persons or entities related to these individuals, from engaging in hedging, short sales, pledging, collars, or any other derivative transaction involving the use of market investments to manage the risk of price movements in Company stock or to leverage the potential return of a predicted move in Company stock.

REVIEW AND APPROVAL OF TRANSACTIONS WITH RELATED PERSONS

The Worldwide Business Conduct Manual requires that all employees and Directors disclose all potential conflicts of interest and promptly take actions to eliminate any such conflict when the Company requests. In addition, the Company has adopted a written Related Person Transaction Policy that prohibits any of the Company’s executive officers, Directors, or any of their immediate family members from entering into a transaction with the Company, except in accordance with the policy.

Under our Related Person Transaction Policy, the Chief Legal Officer has primary responsibility for determining whether, based on the facts and circumstances, a related person has a direct or indirect material interest in a proposed or existing transaction. If the CLO determines that the related person would have a direct or indirect

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CORPORATE GOVERNANCE

material interest in the transaction, the CLO must present the transaction to the Audit Committee for review or, if impracticable under the circumstances, to the Chair of the Audit Committee, who must then either approve or reject the transaction in accordance with the terms of the policy. While making this determination, the Audit Committee must consider all relevant information available and, as appropriate, take into consideration the following:

The Audit Committee may only approve the transaction if it determines that the transaction is not inconsistent with the best interests of the Company as a whole. Further, in approving any such transaction, the Audit Committee has the authority to impose any terms or conditions it deems appropriate on the Company or the related person. Absent this approval, no such transaction may be entered into by the Company with any related person. The Audit Committee has reviewed and approved the following transaction:

R. Alexandra Keith, Chief Executive Officer—Beauty and Executive Sponsor for Corporate Sustainability, is married to Christopher Keith, a long-tenured employee of the Company who currently holds the position of Senior Vice President—Brand Building Transformation. His total compensation last year was approximately $1.43 million, consisting of salary, bonus, equity grants, and retirement and health benefits. His compensation is consistent with the Company’s overall compensation principles based on his years of experience, performance, and position within the Company. Upon Ms. Keith becoming President—Global Hair Care and Beauty Sector, the Audit Committee approved the continued employment of Mr. Keith with the Company under the Company’s Related Person Transaction Policy, concluding that his continued employment was not inconsistent with the best interests of the Company as a whole.

Other than as noted above, there were no transactions, in which the Company or any of its subsidiaries was a participant, the amount involved exceeded $120,000, and any Director, Director nominee, executive officer, or any of their immediate family members had a direct or indirect material interest reportable under applicable SEC rules or that required approval of the Audit Committee under the Company’s Related Person Transaction Policy, nor are there any currently proposed.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mses. Lee, McCarthy, and McEvoy and Messrs. Allen, Jimenez, Kempczinski, and Lundgren served on the Compensation & Leadership Development Committee during FY 2023-24. All members of the C&LD Committee during FY 2023-24 were independent Directors, and none were employees or former officers of the Company. There are no compensation committee interlocks between the Company and any other entities in which one of our executive officers serves on the compensation committee (or equivalent) or the board of directors of another entity whose executive officer(s) served on our C&LD Committee or Board of Directors.

AVAILABILITY OF CORPORATE GOVERNANCE DOCUMENTS

The Company’s corporate governance documents are available on the Company’s website at www.pg.com. Additionally, copies of the Company’s Amended Articles of Incorporation, the Company’s Code of Regulations, all Committee Charters, the Corporate Governance Guidelines (including Independence Guidelines, Confidentiality Policy, and Financial

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CORPORATE GOVERNANCE

Literacy and Expertise Guidelines), the Worldwide Business Conduct Manual, the Company’s Purpose, Values, and Principles and the Related Person Transaction Policy are available in print upon request by writing to the Corporate Secretary at One Procter & Gamble Plaza, Cincinnati, OH 45202-3315.

CODE OF ETHICS

The Company has a code of ethics for its Directors, officers, and employees. The most recent version of this code of ethics is contained in the Worldwide Business Conduct Manual. The Worldwide Business Conduct Manual is reviewed each year for appropriate updates, and employees, officers, and Directors are asked to annually certify their understanding of, and compliance with, its requirements. Only the Board may grant a waiver of any provision for a Director or executive officer, and any such waiver, or any amendment to the manual, will be promptly disclosed as required at www.pg.com. The Worldwide Business Conduct Manual, which is firmly rooted in the Company’s long-standing Purpose, Values, and Principles, is made available to employees in more than 25 languages and can be found on the Company’s website at www.pg.com.

COMMUNICATION WITH DIRECTORS AND EXECUTIVE OFFICERS

Shareholders and other interested parties who wish to communicate with the Board or any particular Director, including the Lead Director, or with any executive officer of the Company, may do so by email at boardofdirectors.im@pg.com or by writing to the following address:

[Name of Director/Executive Officer or “Board of Directors”]

The Procter & Gamble Company

c/o The Corporate Secretary’s Office

One Procter & Gamble Plaza

Cincinnati, OH 45202-3315

All such correspondence is reviewed by the Corporate Secretary’s Office, which logs the material for tracking purposes. The Board has asked the Corporate Secretary’s Office to forward to the appropriate Director(s) all correspondence, except for personal grievances, items unrelated to the functions of the Board, business solicitations, advertisements, and materials that are profane.

2024 Proxy Statement  34

DIRECTOR COMPENSATION

Director Compensation

One objective of the C&LD Committee is to provide non-employee members of the Board a compensation package consistent with the median of the compensation peer group, as described on pages 53-54. Directors can elect to receive any part of their fees or retainer (other than the annual grant of Restricted Stock Units (“RSUs”)) as cash, RSUs, or unrestricted stock. Non-employee members of the Board received the following compensation:

Non-employee members of the Board must own Company stock and/or RSUs worth six times their annual retainer. A number of the non-employee Directors were appointed or elected to the Board within the last few years. However, all non-employee Directors either meet or are on track to meet the ownership requirements within the five-year period established by the C&LD Committee.

In June 2024, the C&LD Committee made the following changes to the terms of the annual RSU grant to better align with market practice: (1) effective with the October 2024 grant, if a Director exits from the Board on good terms prior to the one-year vest period, the Director will retain a pro-rata portion of the RSU grant based on time served, and (2) effective with the October 2025 grant, settlement of the annual RSU grant will occur on the one-year service date with an option for Directors to defer settlement to a date that occurs after they leave the Board.

35  The Procter & Gamble Company

DIRECTOR COMPENSATION

The following table and footnotes provide information regarding the compensation paid to the Company’s non-employee Directors in FY 2023-24. Directors who are employees of the Company receive no compensation for their service as Directors. For FY 2023-24, Mr. Moeller was an employee Director and did not receive a retainer, fees or a stock award for his Board service.

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DIRECTOR COMPENSATION

37  The Procter & Gamble Company

C&LD COMMITTEE REPORT

C&LD Committee Report

Compensation Committee Report

The Compensation & Leadership Development Committee of the Board of Directors has reviewed and discussed with management the following section of this proxy statement entitled “Compensation Discussion & Analysis.” Based on this review and discussion, the Committee has recommended to the Board that the section entitled “Compensation Discussion & Analysis,” as it appears on the following pages, be included in this proxy statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, dated August 5, 2024 (the “Form 10-K”).

Terry J. Lundgren, Chair

B. Marc Allen

Joseph Jimenez

Christopher J. Kempczinski

Debra L. Lee

Christine M. McCarthy

Ashley McEvoy

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COMPENSATION DISCUSSION & ANALYSIS

Compensation Discussion and Analysis

The focus of this discussion and analysis is on the Company’s compensation philosophies and programs for its named executive officers (“NEOs”) for FY 2023-24. For each of these NEOs, the compensation described herein is for their roles during FY 2023-24. Titles reflect the roles held by each NEO on June 30, 2024.

Jon R. Moeller Chairman of the Board, President and Chief Executive Officer		Andre Schulten Chief Financial Officer		Shailesh Jejurikar Chief Operating Officer		Ma. Fatima D. Francisco Chief Executive Officer – Baby, Feminine & Family Care		R. Alexandra Keith Chief Executive Officer – Beauty, Executive Sponsor for Corporate Sustainability

Financial Highlights¹

Our integrated strategy continues to deliver strong results in a challenging environment. We have a focused portfolio of daily use products that provide health, hygiene, and cleaning benefits in categories where performance drives brand choice. We are creating superior performing products that are delivered with superior packaging, consumer communication, retail execution, and value. We focus on growing markets in volume and value via strong innovation and superior execution. We use productivity improvements and cost savings to fund investments in superiority, to help mitigate input cost increases, and to deliver profit margin improvement needed to deliver balanced top- and bottom-line growth. We are also leading constructive disruption across the value chain, including identifying new consumer needs and addressing them in new ways. We have an empowered, agile, and accountable organization, effectively executing our integrated strategy and priorities.

The Company’s targets for FY 2023-24 were as follows: 4-5% Organic Sales Growth, 6-9% Core EPS Growth, and 90% Adjusted Free Cash Flow Productivity. The Company met or exceeded its going-in target ranges for its key financial measures. These outcomes led to above-target payouts in our incentive programs.

39  The Procter & Gamble Company

COMPENSATION DISCUSSION & ANALYSIS

Our Compensation Philosophy

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COMPENSATION DISCUSSION & ANALYSIS

Compensation Pay Mix

We design our programs so that the main components of NEO compensation (salary, STAR, LTIP, and PSP) vary by type (fixed versus performance-based), length of performance period (short-term versus long-term), and form (cash versus equity). These compensation components are determined by the performance of the individual, the performance of the individual’s business unit, and the performance of the Company as a whole. The mix of components is designed to incentivize both individual accountability and collaboration to build long-term shareholder value. The charts below show the mix of the four main components of pay and the mix of fixed versus at-risk pay.

Compensation and Environmental, Social, and Governance (ESG)

The Company’s Corporate Citizenship efforts are focused on Environmental Sustainability, Community Impact, and Equality & Inclusion, all supported by a strong foundation of Ethics & Corporate Responsibility. Our businesses in each geography have programs designed to address opportunities and challenges in these areas.

ESG outcomes drive various elements of our NEOs’ compensation. With respect to salary and long-term incentive awards, the CEO assesses and can make adjustments based upon an NEO’s individual contributions in the areas of Equality & Inclusion and Governance. In addition, the short-term incentive award includes an assessment of an NEO’s focus on internal controls as well as the ESG Factor, which accounts for progress against key long-term metrics in the areas of Environmental Sustainability and Equality & Inclusion.

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COMPENSATION DISCUSSION & ANALYSIS

Executive Compensation Program Overview

The following table outlines the key components of our executive compensation programs and their purpose.

				Program		Purpose		Key Characteristics
				Base Salary		Rewards Individual Performance		Market-competitive based on the median cash compensation of comparable positions in the compensation peer group, regressed for revenue size where appropriate. Fixed component with progression over time based on individual performance and scope of responsibility.
				Short-Term Achievement Reward (STAR)		Rewards Business Unit and Company Performance		Market-competitive target set as a percentage of salary based on total cash compensation benchmarking. The STAR award is based on a weighted formula of 70% Business Unit Performance Factor and 30% Total Company Performance Factor (as modified by the ESG Factor, i.e. a multiplier of 80-120%). Exceptional performance results in higher awards and poor performance could result in a zero payout.   Executives can elect to receive stock options in lieu of cash or may elect to defer into a nonqualified deferred compensation account.
				Long-Term Incentive Program (LTIP)		Award size rewards individual performance   Focuses executives on the long-term success of the Company and enhances retention		Target grant values are based on peer median long-term compensation target values. Final award amounts are based on business results and individual contributions. 50% of the executive’s total LTI value is delivered in the LTIP.   Executives can elect to receive their LTIP as stock options with three-year cliff-vesting and 10-year expiration or RSUs with three-year cliff-vesting, or a combination of both.
				Performance Stock Program (PSP)		Award size rewards individual performance   Focuses executives on key financial measures intended to drive P&G to the top-third of our marketplace competitive peer group		50% of the executive’s total LTI value is delivered in the PSP. The initial grant of Performance Stock Units (PSUs) pays out at the end of a three-year performance period based on the Company’s performance against four balanced financial metrics that are the key drivers of Total Shareholder Return and is further modified by a Relative TSR Multiplier.
				Retention and Recognition		Retention of talent or recognition of exceptional performance		RSUs with special vesting; used rarely.
				Other Compensation		Ensure the safety and productivity of executive officers		Annual physicals, financial planning, transportation, security, life insurance, and corporate aircraft use.
				P&G Profit Sharing Trust and Employee Stock Ownership Plan (“PST”)   NQDC Plan   International Retirement Plan (“IRP”)   Global International Retirement Arrangement (“IRA”)		Provides market-competitive benefits for retirement income and tax-advantaged financial planning		U.S. employees participate in the PST, in which the Company makes an annual contribution used to purchase Company stock.   Non-US executives participate in the IRP, in which they receive RSUs valued at an amount equal to the contribution that would have been contributed under the PST.   A full description of Retirement Programs and Non-Qualified Deferred Compensation (NQDC) is provided on page 50.

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COMPENSATION DISCUSSION & ANALYSIS

Elements of Our Compensation Programs

Annual Cash Compensation

The Company’s annual cash compensation consists of salary and the Short-Term Achievement Reward (“STAR”). While salary is considered a fixed component of compensation, salary progression over time is based on individual performance and the scope of responsibilities of the role. We collect and analyze data from the compensation peer group on the total annual cash compensation opportunity (salary plus annual bonus target) for positions comparable to those at the Company. We consider the target median annual cash compensation opportunity for each position based on the compensation peer group, adjusted for size using a regression analysis (where appropriate) of peer group revenues, to set a salary range mid-point and a target for STAR as a percentage of salary (“STAR target”).

SALARY

All salary adjustments described below were effective October 1, 2023. Pay decisions take into account results delivered in the prior fiscal year in addition to pay positioning relative to competitive peer benchmarks. Mr. Moeller’s annual salary remained unchanged at $1,600,000 based on this element of his total compensation already being positioned competitively versus peer market pay. For the other NEOs: Mr. Schulten’s annual salary increased by 8.7% to $1,000,000, Mr. Jejurikar’s salary increased by 7.1% to $1,125,000, Ms. Francisco’s salary increased by 11.1% to $1,000,000, and Ms. Keith’s salary increased by 5% to $1,060,000. Salary positioning was based on each NEO’s individual performance and pay positioning relative to the competitive pay market.

STAR ANNUAL BONUS

The STAR program links a substantial portion of each NEO’s annual cash compensation to the Company’s performance for the fiscal year. The program focuses on the achievement of business unit results (weighted as applicable for each NEO) but also includes a component that measures the performance of the overall Company. An ESG Factor measures total Company progress towards key ESG metrics in the prior fiscal year and modifies the final Total Company Performance Factor. STAR awards are generally paid in cash, but executives can also elect to receive all or part of their awards in stock options or nonqualified deferred compensation.

STAR awards for NEOs are calculated using the following formula:

The basis for each element of STAR is:

STAR Target. The C&LD Committee sets STAR targets for NEOs using annual incentive benchmarks for similar positions in our compensation peer group.

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COMPENSATION DISCUSSION & ANALYSIS

Business Unit Performance Factor. The CEO, CFO, and CHRO (“STAR Committee”) recommend Business Unit Performance Factors based on a retrospective assessment of the performance of each business unit against six metrics:

This assessment is compared to each business unit’s performance versus year ago and versus the competitive peer group, reflecting the different industries in which the Company’s businesses compete. The C&LD Committee then determines the Business Unit Performance Factors based on the STAR Committee’s recommendations. None of the officers on the STAR Committee participates in discussions of or recommends their own STAR awards to the C&LD Committee. The Business Unit Performance Factors can range between 0% and 200%. The Business Unit Performance Factor for global business services and corporate functions is the weighted average of the Business Unit Performance Factors for all the global business units and enterprise market operations in order to align all organizations with the six metrics.

The Business Unit Performance Factor for NEOs who lead multiple business units is based on a combination, as determined by the STAR Committee, of the results of the business units for which the NEO is ultimately responsible. There are no separate performance goals for the business unit combinations for purposes of compensation.

To better align STAR awards with individual and local performance, the President of each business may differentiate award levels based on the overall performance of lower-level divisions, provided the total expenditure does not exceed what was approved by the STAR Committee. This differentiation only impacts awards for those employees below the President level and thus does not impact NEO compensation.

Total Company Performance Factor. The C&LD Committee sets targets for the Company’s annual Organic Sales Growth and Core EPS Growth as the basis for the Total Company Performance Factor to encourage a balanced focus on both topline and bottom-line results and to encourage collaboration among the business units. These targets are typically linked to the external financial guidance provided at the beginning of the fiscal year, and the Core EPS target specifically includes the expected impact of our share repurchase program. The Committee establishes performance targets and a payout scale from 0% to 200% for each measure, with each weighted 50% and added together to produce the Total Company Performance Factor.

ESG Factor. Senior executives, including the NEOs, have an ESG Factor applied to their Total Company Performance Factor as a multiplier in a range of 80%—120%. The ESG Factor is recommended by the STAR Committee and determined by the C&LD Committee based on an ESG scorecard assessment of FY 2023-24 progress towards key long-term Environmental Sustainability and Equality & Inclusion ambitions.

While the formula described above is used to calculate potential STAR awards, the C&LD Committee retains the authority to make no STAR award in a given year and the discretion to accept, modify, or reject management’s recommendations for any or all employees, including the NEOs.

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COMPENSATION DISCUSSION & ANALYSIS

FY 2023-24 STAR ANNUAL BONUS

STAR targets for the NEOs are based on a competitive market review of bonus targets as a percentage of base salary for each respective position. Mr. Moeller’s STAR target remained unchanged at 200% of salary. Mr. Schulten’s STAR target also remained unchanged at 115% of salary. Effective July 1, 2023, the STAR target for Mr. Jejurikar increased from 125% to 130% based on competitive market pay data. Also effective July 1, 2023, Ms. Francisco’s and Ms. Keith’s STAR targets increased from 110% to 115% of salary based on competitive market data.

At the beginning of FY 2023-24, the C&LD Committee established the Organic Sales Growth target at 4.5% and the Core EPS Growth target at 7.5% to 8.5% for its compensation program targets. These targets are consistent with our long term algorithm despite a tough external environment. These goals were used to establish a payout scale from 0% to 200% of target for each measure with a 100% payout for target performance. Both measures’ results were weighted at 50% and added together to derive the Total Company Performance Factor. Organic Sales Growth and Core EPS Growth were 3.9% and 11.7%, respectively, resulting in a Total Company Performance Factor of 120%. These results reflected the strong execution of our integrated strategy and the agility of the organization to successfully navigate through continued geopolitical, social, and economic challenges.

The C&LD Committee established an ESG Scorecard at the beginning of FY 2023-24, which included progress and plans in the areas of scope 1, 2, and 3 greenhouse gas emission reduction, consumer packaging circularity, water restoration goals in priority areas, responsible sourcing of palm oil and certified fiber, and representation of women and U.S. ethnic minorities at management and executive levels. Based on a retrospective assessment of significant progress delivered against the Scorecard and plans in place to enable future progress, the C&LD Committee approved an ESG Factor of 100%. This resulted in an unchanged Total Company Factor of 120% for the NEOs.

The C&LD Committee then reviewed the recommendations provided for the Business Unit Performance Factors and, after considering Company performance and ESG results and the appropriate combination of Business Unit Performance Factors for each NEO, approved the following STAR awards:

In keeping with good governance practices, the NEO members of the STAR Committee (CEO, CFO, CHRO) did not recommend their own awards. Instead, the C&LD Committee used the weighted average of all Business Unit Performance Factors and the Total Company Performance Factor (as modified by the ESG Factor) to determine the awards according to the STAR formula for Mr. Moeller and Mr. Schulten. As COO and leader of the Global Enterprise Market businesses, Mr. Jejurikar’s award was also based on the weighted average of all Business Unit Performance Factors and the Total Company Performance Factor (as modified by the ESG Factor).

The STAR awards recommended to the C&LD Committee for the remaining NEOs were computed using the formula described above. Ms. Francisco’s Business Unit Performance Factor was based 75% on the Global Baby Care business, which she directly operated, and 25% on the combined Global Feminine and Family Care businesses for which she provided oversight. Ms. Keith’s Business Unit Performance Factor was based 75% on the Global Hair Care business, which she directly operated, and 25% on the Skin and Personal Care businesses for which she provided oversight.

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COMPENSATION DISCUSSION & ANALYSIS

Long-Term Incentives