DEF 14A 1 cl3440361-def14a.htm DEFINITIVE PROXY STATEMENT

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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. )

Filed by the Registrant Filed by a Party other than the Registrant      

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  Preliminary Proxy Statement
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Definitive Proxy Statement
  Definitive Additional Materials
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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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Colgate-Palmolive Company

2019 Proxy Statement

Notice of Annual Meeting of Stockholders

Friday, May 10, 2019



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Colgate’s Priorities


Driving Organic Sales Growth
Growing market share through superior marketing and brand engagement
Innovating across the business
Maximizing growth in e-commerce
Working with Colgate’s retail partners for profitable growth
Investing to drive penetration in growing populations
Maximizing Productivity Across The Income Statement
Working to maximize the impact of Colgate’s restructuring program, known as the Global Growth and Efficiency Program
Generating savings as part of Colgate’s ongoing funding-the-growth cost-saving initiatives
Using advanced data analytics to identify opportunities that drive efficiencies for growth
Effective Deployment of Cash Flow
Capital spending to drive growth and productivity
Making smart acquisitions that expand Colgate’s categories, improve Colgate’s market positions and add capabilities
Paying dividends every year since 1895 and increasing dividends for 56 consecutive years
Returning value to stockholders through consistent share repurchases
Leading To Win
Committed to conducting business with the highest integrity, incorporating Colgate’s values of Caring, Global Teamwork and Continuous Improvement
Focused on building a future to smile about through a global sustainability strategy centered around People, Performance and Planet
Governance is an ongoing commitment shared by the Board of Directors, management and all Colgate people
Learn more about Colgate’s key priorities from the Annual Report, available in the Investors section of Colgate’s website at www.colgatepalmolive.com

To learn about Colgate’s sustainability commitment, see the inside back cover of this Proxy Statement. Additional information about Colgate’s sustainability initiatives, including its Sustainability Report, is available in the Sustainability section of Colgate’s website at www.colgatepalmolive.com

(The information on the Annual Report and Sustainability 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 and CEO

March 27, 2019

Dear Fellow Colgate Stockholder:

You are cordially invited to attend our 2019 Annual Meeting of Stockholders on Friday, May 10, 2019, at 10:00 a.m. Eastern Daylight Time, in the Broadway Ballroom of the Marriott Marquis Hotel, 1535 Broadway, New York, New York 10036.

At the meeting, we will ask you to elect as directors the eleven nominees named in the Proxy Statement, to ratify the selection of the independent registered public accounting firm, to cast an advisory vote on executive compensation and to approve an incentive compensation plan for Colgate employees and non-employee directors. In addition, one stockholder proposal will be offered for your consideration, if properly presented at the meeting. You will also have an opportunity to hear from Noel R. Wallace, who as previously announced will assume the role of President and Chief Executive Officer on April 2, 2019, and we will review the progress of the Company during the past year and answer your questions.

This booklet includes the Notice of Annual Meeting and Proxy Statement. The Proxy Statement describes the business we will conduct at the meeting and provides information about the Company that you should consider when you vote your shares.

The Proxy Statement includes a section highlighting the Company’s corporate governance practices. The Company and the Board of Directors have a longstanding commitment to good governance, and the Board of Directors reviews its governance practices on an ongoing basis to ensure that they promote shareholder value. We invite you to review the letter from our Board of Directors that begins on the next page and the governance section beginning on page 7 of the Proxy Statement to learn more about our continuing commitment to excellence in corporate governance.

It is important that your stock be represented at the meeting. Whether or not you plan to attend the meeting in person, we hope that you will vote on the matters to be considered. You may vote your proxy via the internet or by telephone. 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.

Very truly yours,


Ian Cook
Chairman and Chief Executive Officer

As a stockholder you have an important role to play in Colgate’s future. Please take the time to vote in advance of this year’s meeting.”


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Letter to Stockholders from Our Board of Directors

March 27, 2019

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.

Together with Colgate’s management team, we are focused on delivering long-term shareholder return and building long-term business success through good corporate governance and the design and implementation of Colgate’s key strategic business priorities – growing sales through engaging with consumers, developing world-class innovation and working with retail partners; driving efficiency on every line of the income statement to increase margins; generating strong cash flow performance and utilizing that cash effectively to enhance total shareholder return; and leading to win by staying true to the Company’s culture, developing Colgate people and focusing on all of its stakeholders.

We are pleased to have this opportunity to highlight for you a few key developments for Colgate in the last year.

CEO Succession Planning
Consistent with our well-established, long-term succession planning process, on February 11, 2019, we announced that we had elected Noel R. Wallace as President and Chief Executive Officer and a member of our Board, effective April 2, 2019. We also requested that Ian Cook, who has served as Chief Executive Officer since 2007, remain as Executive Chairman for a period of up to twelve months in connection with the leadership transition.

The development of candidates who can be future CEOs has long been a key priority for us. Our Company is a leader in talent development and executive succession planning, with a well-established global program for all functional leaders, which is embedded in the Company’s enterprise risk management process. Led by the Personnel and Organization Committee of the Board, we closely monitor the people development and succession planning process at all senior levels.

We are extremely grateful to Ian for his strong leadership as CEO over nearly twelve years, and look forward to Noel bringing to the job of leading Colgate his exceptional experience, integrity and sharp focus on accelerating growth.

Together with Colgate’s management team, we are focused on delivering long-term shareholder return and building long-term business success. ”



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Letter to Stockholders from Our Board of Directors

Board Refreshment and Tenure
Overall Board composition and refreshment remain a priority for us. Our current Board is a diverse, distinguished group with a wide array of experience, skills and other qualifications. All of our Board members are independent, other than Ian Cook (and, as of April 2nd, Noel Wallace). Having added six new independent directors since 2014, the average tenure of the independent directors nominated for election at our 2019 Annual Meeting of Stockholders is now 5.9 years.

Our recently elected directors bring varied professional expertise that allows them to contribute to the Board’s oversight of Colgate’s business strategy and support the future growth of Colgate’s business, with a particular focus on skills and experiences that are crucial in today’s environment, such as e-commerce and digital marketing. In undertaking our board refreshment process, we have sought to combine expertise in new capabilities and disciplines, as well as fresh perspectives, with the valuable insights into Colgate and its operations that directors develop over time. We would also like to extend our thanks to Ellen M. Hancock, who has elected to retire and is not standing for reelection at our 2019 Annual Meeting of Stockholders, for her dedicated Board service and her significant contributions to Colgate’s business success and governance excellence.

Evolution of Colgate’s Long-Term Incentive Program
The Personnel and Organization Committee recently oversaw a comprehensive review of our compensation strategy and program. Given the accelerated pace of marketplace change and challenging macroeconomic conditions, the Personnel and Organization Committee, with support from the other independent directors, decided to evolve the Company’s long-term incentive program to focus on Colgate’s performance relative to peers. This acknowledges the challenge of setting performance targets over a three-year horizon and instead holds managers accountable for outperforming peer companies, no matter the marketplace conditions. For the 2018 to 2020 performance cycle, awards will be payable based on Colgate’s growth in organic sales and net income relative to peers, with awards to be modified based on Colgate’s total shareholder return over the three-year performance cycle relative to peers. For the 2019 to 2021 performance cycle, an additional performance goal measuring Colgate’s cash flow productivity, defined as free cash flow before dividends as a percentage of net income, was added to the organic sales and net income goals as an indicator of the Company’s ability to generate cash to satisfy current and future obligations, reinvest in business-building activities and return value to stockholders. By focusing the organization on delivering peer-leading performance on these key performance measures, we believe the long-term incentive program will align pay and performance for executives and will enhance long-term shareholder value.

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

Very truly yours,
Overall Board composition and refreshment remain a priority for us.
 
Colgate’s Board of Directors
       
           
Ian Cook   Charles A. Bancroft   John P. Bilbrey  
 
John T. Cahill   Lisa M. Edwards   Helene D. Gayle  
 
Ellen M. Hancock   C. Martin Harris   Lorrie M. Norrington  
 

Michael B. Polk   Stephen I. Sadove      


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Notice of Annual Meeting of Stockholders

Logistics

DATE AND TIME
Friday, May 10, 2019,
at 10:00 a.m.
Eastern Daylight Time

 
 

LOCATION
Broadway Ballroom of the
Marriott Marquis Hotel,
1535 Broadway,
New York, New York 10036

 
 

WHO CAN VOTE
Stockholders of record at
the close of business on
March 11, 2019 are entitled to
vote at the Annual Meeting

 
 
Items to be Voted On Board
Recommendation

PROPOSAL 1 Elect as directors the eleven nominees identified in the Proxy Statement

FOR each
director nominee

PROPOSAL 2 Ratify selection of PricewaterhouseCoopers LLP as Company’s independent registered public accounting firm for 2019

FOR

PROPOSAL 3 Advisory vote on executive compensation

FOR

PROPOSAL 4 Approve Colgate-Palmolive Company 2019 Incentive Compensation Plan

FOR

PROPOSAL 5 Stockholder proposal, if properly presented at the meeting

AGAINST

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

Your vote is important. We encourage you to vote by proxy even if you plan to attend the meeting. You may vote your proxy via the internet or by telephone by following the instructions included on your Notice of Internet Availability or, if you received a printed copy of your proxy materials, on your proxy card. 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 meeting.

March 27, 2019
 
Jennifer M. Daniels
Chief Legal Officer and Secretary

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



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Table of Contents

Proxy Statement Summary       2
     
Governance of the Company 7
Colgate’s Corporate Governance Commitment 7
The Board of Directors 11
Director Independence 18
Certain Relationships and Related Transactions 18
Compensation Committee Interlocks and Insider Participation 19
Board Structure and Responsibilities 19
Stockholder Engagement 23
Communications to the Board of Directors 24
Compensation of Directors 24
 
Executive Compensation 26
Compensation Discussion and Analysis 26
P&O Committee Report 40
Summary Compensation Table 41
Grants of Plan-Based Awards 43
Outstanding Equity Awards at Fiscal Year-End 44
Option Exercises and Vesting of Previously Granted Restricted Stock Units 46
Retirement Plans 46
Deferred Compensation Plan 49
Supplemental Savings & Investment Plan 50
Executive Severance and Other Termination Benefits 51
CEO Pay Ratio 55
 
Stock Ownership 57
Stock Ownership of Directors and Executive Officers 57
Compliance with Section 16(a) Beneficial Ownership Reporting 58
Stock Ownership of Certain Beneficial Owners 58
 
Proposals Requiring Your Vote 59
Proposal 1: Election of Directors 59
Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm (includes Audit Committee Report) 59
Proposal 3: Advisory Vote on Executive Compensation 62
Proposal 4: Approval of Colgate-Palmolive Company 2019 Incentive Compensation Plan 62
Proposal 5: Stockholder Proposal 71
Other Matters 73
 
Questions and Answers About Colgate’s Annual Meeting 74
 
Annex A—Reconciliation of Non-GAAP Financial Measures A-1
 
Annex B—Countries Excluded Under CEO Pay Ratio “De Minimis” Exemption B-1
 
Annex C—Colgate-Palmolive Company 2019 Incentive Compensation Plan C-1


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Proxy Statement Summary

This summary highlights information about Colgate-Palmolive Company (referred to in this Proxy Statement as “we,” “Colgate” or the “Company”) and Colgate’s upcoming 2019 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
Living Our Values: Colgate’s approximately 34,500 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 the reputation of our Company, but also in our dedication to serving the communities where we do business.

CARING         GLOBAL TEAMWORK         CONTINUOUS IMPROVEMENT
The Company cares about people: Colgate people, customers, stockholders and business partners. Colgate is committed to acting with compassion, integrity, honesty and high ethics in all situations, to listening with respect to others and to valuing differences. The Company is also committed to protecting the global environment, to enhancing the communities where Colgate people live and work, and to being compliant with government laws and regulations. All Colgate people are part of a global team, committed to working together across countries and throughout the world. Only by sharing ideas, technologies and talents can the Company achieve and sustain profitable growth. Colgate is committed to getting better every day in all it does, as individuals and as teams. To further this commitment, Colgate people regularly undertake foreign assignments and participate in internal and external talent development programs. By better understanding consumers’ and customers’ expectations and always working to innovate and improve products, services and processes, Colgate will continuously improve.
         

Colgate Today: We are a $15.5 billion global consumer products company with products sold in over 200 countries and territories across four core categories:

Oral Care       Personal Care       Home Care       Pet Nutrition

Key Brands

Key Brands

Key Brands

Key Brands

Colgate
elmex
Tom’s of Maine
Sorriso
Palmolive
Speed Stick
Lady Speed Stick
Softsoap
Irish Spring
Protex
Sanex
Elta MD
PCA Skin
Palmolive
Ajax
Axion
Fabuloso
Soupline
Suavitel
Hill’s Science Diet
Hill’s Prescription Diet
   

TOOTHPASTE
#1
market share worldwide1

LIQUID HAND SOAP
#1
market share worldwide1

LIQUID FABRIC CONDITIONER AND HAND DISHWASHING
#2
market share worldwide1

HILLS PET NUTRITION
#1
market share in vet clinics in U.S.2 Products sold in over 80 countries and territories

MANUAL TOOTHBRUSH
#1
market share worldwide1

BAR SOAP AND LIQUID
BODY CLEANSING
#2
market share worldwide1

Worldwide 2018 Net Sales


 

MOUTHWASH
#2
market share worldwide1

1 Based on markets where we compete and purchase market share data
2 Based on IDEXX market share data

2       


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Proxy Statement Summary

Roadmap of Voting Items

The Board of Directors (the “Board”) recommends that you vote as follows on each proposal:

Proposal 1
Election of the Board of Directors

Diverse slate of director nominees with strong leadership experience
Director skills and attributes facilitate effective oversight of business strategies, risk management and people development
9 out of 11 director nominees are independent
Robust record of board refreshment with 6 new independent directors since 2014
Strong corporate governance practices promote shareholder value
   
Your Board recommends a vote FOR each director nominee See page 59 for further information

Proposal 2
Ratification of the selection of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for 2019

Independent firm with few ancillary services and reasonable fees
Significant industry and financial reporting expertise
PwC has audited the Company’s accounts since May 2002
Lead audit partner rotated in 2019
The Audit Committee annually evaluates PwC and has determined that its continued retention is in the Company’s best interests
   
Your Board recommends a vote FOR this proposal See page 59 for further information

Proposal 3
Advisory vote on executive compensation

High percentage of compensation is variable and tied to annual and long-term performance
Direct link between incentive payments and achievement of business goals and shareholder value
 
Multiple performance measures used
Programs designed to compensate at approximately median level
Strong compensation governance features
   
Your Board recommends a vote FOR this proposal See page 62  for further information

Proposal 4
Approval of the Colgate-Palmolive Company 2019 Incentive Compensation Plan for employees and non-employee directors

Allows the Company to continue to make annual and long-term incentive awards to the Company’s officers and employees
Provides incentives that are directly linked to the future growth and profitability of the Company’s business
Provides reasonable compensation to non-employee directors
Gives the Company a competitive advantage in attracting, motivating and retaining officers, employees and/or directors
   
Your Board recommends a vote FOR this proposal See page 62 for further information
 

Proposal 5
Stockholder Proposal: Independent Board Chairman

Strong independent Lead Director with clear and robust duties, along with independent committee chairs, provides meaningful independent Board leadership and ensures proper checks and balances
The Company’s active and independent Board ensures that the full Board, and not the Chairman alone, determines the Board’s focus
Other corporate governance safeguards in place at the Company help to ensure Board effectiveness and accountability
Stockholders are best served if the Board retains flexibility to decide what leadership structure works best for the Company based on the facts and circumstances existing from time to time
   
Your Board recommends a vote AGAINST this proposal See page 71 for further information

2019 Proxy Statement        3


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Proxy Statement Summary

Director Nominees

The following table provides summary information about the eleven 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 13.

Years of
Tenure
Committee Memberships Other Current Public
Company Boards
Name and Principal Occupation Age AUD FIN GOV P&O
Ian Cook(1)
Chairman and Chief Executive Officer, Colgate-Palmolive Company
66 12 PepsiCo, Inc.
Charles A. Bancroft Independent
Chief Financial Officer and Executive Vice President,
Global Business Operations, Bristol-Myers Squibb Company
59 2
John P. Bilbrey Independent
Former Chairman, President and Chief Executive Officer,
The Hershey Company
62 4 Elanco Animal Health Inc.
John T. Cahill Independent
Vice Chairman, The Kraft Heinz Company
61 14 American Airlines Group Inc.
The Kraft Heinz Company
Lisa M. Edwards(2) Independent
Executive Vice President, Strategic Business Operations,
Customer and Partner Engagement, Salesforce.com, Inc.
51 0
Helene D. Gayle Independent
President and Chief Executive Officer, The Chicago Community Trust
63 9 The Coca-Cola Company
C. Martin Harris Independent
Associate Vice President of the Health Enterprise and
Chief Business Officer, Dell Medical School
62 3 Healthstream, Inc.
Invacare Corporation
Thermo Fisher Scientific Inc.
Lorrie M. Norrington Independent
Operating Partner, Lead Edge Capital LLC
59 4 Autodesk, Inc.
Eventbrite, Inc.
HubSpot, Inc.
Michael B. Polk Independent
President and Chief Executive Officer, Newell Brands Inc.
58 5 Newell Brands Inc.
Stephen I. Sadove Independent, Lead Director
Founding Partner, JW Levin Management Partners LLC
67 12 Aramark
Movado Group, Inc.
Park Hotels & Resorts Inc.
Noel R. Wallace(3)
President and Chief Operating Officer, Colgate-Palmolive Company
54 0

AUD Audit          FIN Finance          GOV Nominating & Corporate Governance          P&O Personnel & Organization          ⬤ Member          ⬤ Chair

(1) As previously announced, Mr. Cook will transition to Executive Chairman on April 2, 2019.
(2) Ms. Edwards, who became a director in 2019, is expected to be appointed to committees in 2019.
(3) As previously announced, Mr. Wallace has been elected President and Chief Executive Officer and a member of the Board, effective April 2, 2019.

Director Nominee Highlights

Diversity of Tenure, Age, Gender and Background

INDEPENDENT DIRECTOR
NOMINEE TENURE
DIRECTOR NOMINEE
AGE
DIRECTOR NOMINEE
GENDER
BOARD REFRESHMENT
SINCE 2014
Average Independent
Director Nominee Tenure
Average
Age
5.9 60 27% 6
YEARS YEARS FEMALE NEW INDEPENDENT
DIRECTORS

5 newer independent director nominees (4 years or less) 5 director nominees under 60 3 female director nominees We have also refreshed 3 committee chairs since 2016

 
2 medium-tenured independent director nominees (5 to 10 years) 4 director nominees 60 to 65 8 male director nominees
 
2 experienced independent director nominees (more than 10 years) 2 director nominees over 65

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Proxy Statement Summary

Director Nominee Experience, Qualifications, Attributes and Skills

The Nominating and Corporate Governance Committee (the “Governance Committee”) seeks to compose a Board with members who have a broad range of experiences, skills, diversity and different points of view. 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:

Business Operations Regulatory and Public Service International Diversity
9 of 11 director nominees 3 of 11 director nominees 10 of 11 director nominees 4 of 11 director nominees
 
Industry Information Technologies Corporate Governance
9 of 11 director nominees of 11 director nominees 9 of 11 director nominees

Governance Highlights

Colgate’s Board believes that good corporate governance accompanies and greatly aids Colgate’s long-term business success. The Board believes that the Company has 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 shareholder value. The governance section beginning on page 7 describes Colgate’s corporate governance framework and commitment, which includes the following highlights:

BOARD FOCUSED ON KEY BUSINESS PRIORITIES
Board plays major role in overseeing business strategy, risk management, succession planning and people development
FOCUS ON BOARD PERFORMANCE
Board composition defined by strong leadership, diversity and experience
97% average attendance of incumbent directors at Board and committee meetings 
Annual Board and committee self-evaluations
Regular independent director evaluations 
Regular review of committee charters, corporate governance guidelines and related policies
ALIGNMENT WITH STOCKHOLDER INTERESTS
Substantial majority of director compensation paid in Colgate stock 
Robust stock ownership requirements for directors and officers 
Clawback, anti-hedging and anti-pledging policies 
Pay-for-performance philosophy
BOARD INDEPENDENCE
Strict director independence standards
9 out of 11 director nominees are independent
Board committees are 100% independent
Independent Lead Director
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 act by written consent
Board adopted proxy access in January 2016

2019 Proxy Statement        5


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Proxy Statement Summary

Executive Compensation Program Highlights

The key principles underlying the Company’s compensation philosophy are aligning pay and performance, driving strong business results, focusing on long-term shareholder return and attracting, motivating and retaining high-quality talent.

In 2018, the compensation of the Named Officers (as defined in the Compensation Discussion and Analysis, or “CD&A”) was designed so that approximately 75-90% 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 the Company’s business performance, and the value of equity awards also varies based on the performance of the Company’s common stock (“Common Stock”). Based on the Company’s actual performance, incentive award payments awarded to Colgate’s Named Officers in 2018 were approximately 50-60% below target, reflecting the pay-for-performance alignment.

Colgate’s executive compensation program for 2017 received substantial stockholder support and was approved, on an advisory basis, by
91.9%
of stockholders voting on the proposal at the 2018 Annual Meeting of Stockholders.

Compensation Governance

Colgate’s key executive compensation practices include the following:

High percentage of compensation is tied to performance and is variable
Programs designed to compensate at approximately the median level
Multiple performance measures used
Robust stock ownership guidelines
Ability to claw back compensation
Limited perquisites
Double-trigger vesting of severance payments upon change in control
No executive officer employment agreements
No hedging or pledging of Colgate stock is permitted
No backdating or repricing of stock options
No tax gross-ups on perquisites or severance

Please see the CD&A beginning on page 26 for a detailed description of Colgate’s executive compensation programs.

6       


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Governance of the Company

Colgate’s Corporate Governance Commitment
Colgate’s Board believes that good corporate governance accompanies and greatly aids Colgate’s long-term business success. Colgate’s key strategic business priorities are growing sales through engaging with consumers, developing world-class innovation and working with retail partners; driving efficiency on every line of the income statement to increase margins; generating strong cash flow performance and utilizing that cash effectively to enhance total shareholder return; and leading to win by staying true to the Company’s culture, developing Colgate people and focusing on all of its stakeholders. Colgate’s Board has been at the center of these key strategies, helping to design and implement them, and seeing that they guide the Company’s operations.

The Board believes that the Company has 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 shareholder value.

Board Independence, Expertise and Accountability
Strict Director Independence Standards
With the exception of Ian Cook, Colgate’s Chairman and Chief Executive Officer (the “CEO”), Colgate’s Board is currently composed entirely of independent directors. As previously announced, on April 2, 2019, Mr. Cook will transition to Executive Chairman and Noel R. Wallace, currently the Company’s President and Chief Operating Officer, will assume the role of President and CEO and also become a member of the Board. Following this transition, the entire Board will remain independent except for the Executive Chairman and the CEO. All members of the Audit Committee, the Finance Committee, the Governance Committee and the Board’s compensation committee, known as the Personnel and Organization Committee (the “P&O Committee”), are independent directors. The Board believes that an independent director should be free of any relationship with Colgate or its 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, its 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 the Company’s website. For more information regarding Colgate’s 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 Governance Committee. Stephen I. Sadove is currently serving as Lead Director. For more information regarding the responsibilities of the Lead Director and the Board’s leadership structure, see “Board Structure and Responsibilities—Board Leadership Structure.”

All Directors Elected Annually by Majority Vote
Colgate’s Board is accountable to stockholders through the annual election of all directors by majority vote. Colgate has never had a staggered board. Under Colgate’s 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 Governance Committee will then consider the resignation and make a recommendation to the Board.

Director Attendance at Annual Meetings
It is the Company’s policy that all members of the Board should attend the Company’s Annual Meeting of Stockholders, unless extraordinary circumstances prevent a director’s attendance. All of the directors who were elected to the Board at the 2018 Annual Meeting were in attendance.

2019 Proxy Statement        7


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Governance of the Company

Proxy Access
In January 2016, the Board approved amendments to the Company’s by-laws to permit a group of up to 20 stockholders who have owned at least three percent of Colgate’s 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 the Company’s proxy statement if the stockholder(s) and the nominee(s) satisfy the requirements specified in the Company’s by-laws.

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 its present directors exemplify, Colgate values enterprise leadership experience, relevant sector experience in the fields of business, industry, regulatory and public service and information technologies, international experience, corporate governance experience, educational achievement, strong moral and ethical character and diversity. A copy of Colgate’s criteria for Board membership, entitled “Independent Board Candidate Qualifications,” is available on the Company’s website. For more information regarding the role of diversity in the selection of nominees for Board membership, see “The Board of Directors—Director Experience, Skills and Qualifications.”

Board Focused on Key Business Priorities

Strategic Role of Board Role of Board in Risk Management (including Cybersecurity) Succession Planning and
People Development
The Board plays a major role in overseeing Colgate’s business strategy. It reviews the Company’s strategic plan and receives detailed briefings throughout the year on critical aspects of its implementation. These include performance reviews of operating divisions, product category reviews, presentations regarding research and development initiatives and reports from specific disciplines such as supply chain and information technology. The Board oversees the Company’s risk management process to ensure it is properly designed, well-functioning and consistent with Colgate’s 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. The Company’s Chief Information Security Officer provides a report to the Board on cybersecurity at each in-person Audit Committee meeting. The Board has extensive involvement in succession planning and people development, with special focus on CEO succession. It discusses potential successors to key executives 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 the Company’s people development initiatives.

Directors are Stockholders
Director Compensation in Stock
On average, 82% of a non-employee director’s compensation was paid in Colgate equity in 2018. 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 the Company’s 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
First formalized in 1996, 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 the Company’s website.

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Governance of the Company

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

Business Integrity Initiatives
The Board supports the Company’s efforts to effectively communicate its commitment to ethical business practices, which are led by the Company’s Global Ethics and Compliance function. To further this goal, all Company employees worldwide are required to annually certify that they understand and comply with the Code of Conduct. In addition, the Company’s 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 Colgate’s business practices around the world. Colgate directors also annually certify their compliance with the Code of Conduct.

Political Expenditures
As set forth in the Company’s Code of Conduct, the Company has a longstanding policy against making contributions to any political party or candidate. In addition, each year, the Company advises its U.S. trade associations of this policy to prevent the use of Company dues or contributions for any such expenditures and requests that such associations which receive at least $10,000 annually from the Company confirm their compliance with this policy.

Sustainability
Colgate places a high priority on operating in a responsible and respectful manner, with a focus on three key areas—People, Performance and Planet. To provide incentives for Colgate people to integrate sustainability into business strategy and operations, Colgate’s global sustainability initiatives are among the individual objectives used to determine the compensation for many of Colgate’s senior managers. For more information regarding Colgate’s sustainability commitment and initiatives, see the inside back cover of this Proxy Statement and the Sustainability section of the Company’s website.

Restrictions on Hiring Audit Firm Employees
To bolster the independence of Colgate’s independent registered public accounting firm and the integrity of Colgate’s internal financial reporting and audit processes, Colgate has a longstanding policy prohibiting the Company from hiring any partners or managers engaged in an audit of the Company or any employees engaged in the corporate portion of an audit of the Company from PricewaterhouseCoopers LLP, Colgate’s 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 Colgate’s directors, officers and senior managers are aligned with those of Colgate’s stockholders, the Company’s hedging policy prohibits Colgate’s directors, officers and employees who receive stock-based compensation from engaging in transactions to hedge against declines in the value of Colgate’s stock. The policy also discourages all other employees from entering into such transactions. Further, to prevent forced sales of Colgate stock by Colgate’s directors and officers, the Company prohibits Colgate’s directors and officers from pledging Colgate stock.

Clawback Policy
The Company’s clawback policy permits Colgate to recoup cash and equity-based incentive awards made to an officer subject to the policy if the financial results on which such awards were based are subsequently restated and such officer’s intentional misconduct contributed to the restatement.

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.

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

Ensuring Management Accountability
Performance-Based Compensation
Colgate has linked the pay of its managers and employees at all levels to the Company’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) and subjective criteria reflective of the Company’s strategy and core values. As part of the overall evaluation process, the Board meets informally with the CEO to give feedback on a regular basis.

Board Practices Promote Effective Oversight
Board Size
Designed to maximize board effectiveness, Colgate’s by-laws fix the number of directors between seven and 15. The number of directors is currently fixed at eleven, to be increased to twelve on April 2, 2019 when Mr. Wallace becomes a member of the Board and then decreased to eleven upon the completion of Ellen M. Hancock’s current term. Eleven directors have been nominated for election at the Annual Meeting.

Directorship Limits
To ensure that directors are able to devote sufficient time to properly discharge their duties, Colgate’s corporate governance guidelines provide that directors should not serve on more than three other public company boards.

Meeting Attendance
On average, the incumbent directors attended 97% of the meetings of the Board and the committees on which they served in 2018. No incumbent director attended less than 75% of these meetings.

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, succession planning, executive compensation, strategic planning, corporate governance, ethics and compliance and Board structure and role. The Board then considers the results of the evaluation and identifies steps to enhance its performance.

Board Committee Evaluations
Self-evaluations 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 intends to conduct again in 2019, enables the 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 2018, such subjects included executive compensation trends and regulatory and governance topics. From time to time, Colgate’s directors also visit Colgate operations around the world, deepening their understanding of Colgate’s business.

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Governance of the Company

The Board of Directors

The Board oversees the business, assets, affairs, performance and financial integrity of the Company. In accordance with the Company’s longstanding practice, the Board is independent, consisting of a substantial majority of outside directors. Currently, the Board has eleven directors, with ten independent directors and one employee director, Ian Cook, who is the CEO of the Company and Chairman of the Board. As previously announced, on April 2, 2019, Mr. Cook will transition to Executive Chairman and Noel R. Wallace, currently the Company’s President and Chief Operating Officer, will assume the role of President and CEO and also become a member of the Board. Following this transition, the Board will consist of twelve directors, with ten independent directors and two employee directors. Ellen M. Hancock, who has served as a director since 1988, is not standing for reelection and will retire from the Board effective as of the Annual Meeting.

The Board met seven times during 2018. On average, the incumbent directors attended
97%
of the meetings of the Board and the committees on which they served in 2018.

During 2018, the independent directors met in executive session without Mr. Cook or other members of management present at every regularly scheduled Board meeting.

Director Experience, Skills and Qualifications
The Board selects director candidates based on the recommendation of the Governance Committee. The Governance Committee identifies, screens and recruits potential candidates for membership on the Board of Directors, taking into account the needs of the Company and the Board at the time. The Company has engaged a third-party international executive search firm to assist the Governance Committee in identifying and evaluating potential director candidates.

The Governance Committee seeks to compose a Board with members who have a broad range of experiences and skills and different points of view, with a particular emphasis on enterprise leadership experience, relevant sector experience in the fields of business, industry, regulatory and public service and information technologies, international experience, corporate governance experience, educational achievement, strong moral and ethical character and diversity. This variety and depth of experience enables the Board collectively to understand the Company’s global business and its consumers around the world and the directors individually to make significant contributions to the deliberations of the Board.

In 2002, the Board adopted a written statement, known as the Independent Board Candidate Qualifications and made available on the Company’s website, outlining the qualities sought in directors of the Company. This statement, which was most recently updated in 2015, is used by the Governance 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:

Experience, Skill or Qualification Rationale

Business Operations—Is or has been the Chief Executive Officer, Chief Operating Officer or other major operating or staff officer of a major public corporation, with a background in marketing, finance and/or business operations.

     

Directors who have served in these roles possess exceptional leadership qualities and demonstrate a practical understanding of how large organizations operate, including strategic planning and risk management. Given the Company’s focus on growing market share through superior marketing and brand engagement, directors with expertise in marketing provide the Company with particularly important insights. The Company also uses a variety of financial metrics to measure its performance, and accurate financial reporting and accounting are critical to the Company’s success. Therefore, directors with financial experience, including an understanding of accounting and financial reporting processes, provide an essential oversight role.

Industry—Has experience in the fast-moving consumer goods industry or other complementary field, such as public health.

Directors with experience in the fast-moving consumer goods industry have experience with consumer engagement and therefore can provide valuable market and consumer insights, as well as contribute a broad understanding of industry trends. Directors with experience in complementary industries, such as the pharmaceutical industry and public health, also bring important perspectives and knowledge to the Company’s business, including with respect to engagement with dental, veterinary and skin health professionals and initiatives such as the Company’s Bright Smiles, Bright Futures™ oral health education program.

Regulatory and Public ServiceHas experience working in a highly regulated industry, such as pharmaceutical, health care or insurance, or relevant government, academic or non-profit experience.

Directors with experience in highly regulated industries bring valuable insights to the Company because the Company’s business requires compliance with a variety of regulatory requirements around the world. Directors with experience serving in or interacting with government and governmental organizations help strengthen the Company’s understanding of the impact governmental actions and socioeconomic trends can have on the Company’s business. This is particularly important in times of global market volatility and political and social unrest.

Information Technologies—Has experience with information technology, e-commerce or digital marketing.

The Company is focused on maximizing growth in e-commerce and using digital marketing as a way of reaching today’s consumers. Directors with experience in those fields are therefore able to provide insights that help the Company advance powerful commercial strategies in the rapidly changing digital and e-commerce landscapes. In addition, directors with expertise in information technologies, including enterprise software and machine learning, provide helpful oversight with respect to cybersecurity matters and the use of technology to enhance efficiency of operations.


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Experience, Skill or Qualification Rationale

International—Has significant international experience, whether through managing international business operations or living and working outside the United States; an understanding of the language and culture of non-English speaking countries is also important.

     

Since approximately 70% of the Company’s net sales are generated outside the United States and the Company is focused on continuing to drive penetration in markets with growing populations, having directors with experience managing international operations is essential. Exposure to different cultural perspectives and practices is also important in helping the Company meet the needs of its global consumers in the over 200 countries and territories worldwide in which it competes.

Corporate Governance—Has sufficient applicable experience to understand fully the legal and other responsibilities of an independent director of a U.S.-based public company.

Good corporate governance accompanies and greatly aids the Company’s long-term business success. Having directors with experience serving as directors of other U.S. public companies helps ensure the Board deeply understands its roles and duties and the Company remains at the forefront of good corporate governance.

The Governance Committee expects each of the Company’s 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 the Company’s director independence standards.

In addition, the Governance Committee has a policy of promoting diversity on the Board, including diversity of points of view and diversity in the traditional sense (including gender, racial and ethnic diversity). The Governance Committee implements this policy through its director recruitment efforts and assesses the effectiveness of the policy regularly through Board and committee self-evaluations.

The Governance Committee will consider director candidates recommended by stockholders and others if such candidates meet Colgate’s 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 Governance Committee or the Company’s Secretary and should include a description of the qualifications of the proposed candidate. Any stockholder of the Company may also nominate a director at a stockholders’ meeting, and eligible stockholders of the Company may also nominate directors for inclusion in the Company’s proxy statement, in each case in accordance with the requirements of the Company’s by-laws relating to stockholder nominations as described in “Questions and Answers about Colgate’s Annual Meeting—Who nominates the directors?”

The table below provides a high-level summary of the particular skills and qualifications of each of the eleven director nominees approved by the Governance 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 except for Ms. Edwards and Mr. Wallace have been directors since last year’s annual meeting. Ms. Edwards, who joined the Board in March 2019, was recommended by a third-party international executive search firm. Mr. Wallace will assume the role of President and CEO and become a member of the Board on April 2, 2019.

Skill/Qualification Business
Operations
Industry

Regulatory and
Public Service

Information
Technologies
International Corporate
Governance
Diversity

Ian Cook

Charles A. Bancroft

John P. Bilbrey

John T. Cahill

                        

Lisa M. Edwards

                                                 

Helene D. Gayle

                                                 

C. Martin Harris

                        

Lorrie M. Norrington

                        

Michael B. Polk

Stephen I. Sadove

Noel R. Wallace


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Governance of the Company

Ian Cook

Age: 66

Director since 2007

Committees:
None

Other Public Company Directorships:
PepsiCo, Inc. (since 2008)

     

Mr. Cook has been Chairman and Chief Executive Officer of Colgate since July 2018 after serving as Chairman, President and Chief Executive Officer from January 2009 to July 2018. He served as President and Chief Executive Officer from July 2007 to December 2008. Mr. Cook began his career at Colgate in 1976 and progressed through a series of senior marketing and management roles around the world. He was appointed Chief Operating Officer in 2004, with responsibility for operations in North America, Europe, Central Europe, Asia and Africa, and, in 2005, he was promoted to President and Chief Operating Officer, responsible for all Colgate operations worldwide.

Skills and Qualifications:

Business Operations
Extensive operational leadership experience through service as CEO, President and Chief Operating Officer of Colgate, expertise in marketing through leadership roles at Colgate and strong knowledge of business finance and financial statements through oversight of operating budgets and financial statements at Colgate.

Industry
In-depth knowledge of fast-moving consumer goods industry through over 40-year career at Colgate.

International
Experience managing Colgate’s international operations and living and working in foreign countries. Native of Great Britain.

Corporate Governance
Experience serving as a director of another U.S. public company.

Charles A. Bancroft Independent

Age: 59

Director since 2017

Committees:
Audit, Finance

Other Public Company Directorships:
None

     

Mr. Bancroft has served as Chief Financial Officer and Executive Vice President, Global Business Operations of Bristol-Myers Squibb Company (“Bristol-Myers Squibb”), a global biopharmaceutical company, since 2016 after serving as Chief Financial Officer of Bristol-Myers Squibb since 2010. Previously, Mr. Bancroft held a series of positions of increasing responsibility within Bristol-Myers Squibb’s finance organization, including international assignments, as well as senior leadership positions in the global pharmaceutical business. Prior to joining Bristol-Myers Squibb in 1984, Mr. Bancroft was an auditor with KPMG.

Skills and Qualifications:

Business Operations
Extensive knowledge of business finance and financial statements through service as Chief Financial Officer of, and holding various senior financial positions at, Bristol-Myers Squibb.

Industry
In-depth knowledge of the pharmaceutical industry, a complementary industry, through experience at Bristol-Myers Squibb.

Regulatory
Experience working in a highly regulated industry, the pharmaceutical industry, through service at Bristol-Myers Squibb.

International
Experience managing Bristol-Myers Squibb’s international operations and living and working in foreign countries.

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Governance of the Company

John P. Bilbrey Independent

Age: 62

Director since 2015

Committees:
Finance (Chair), Governance

Other Public Company Directorships:
Elanco Animal Health Incorporated (since March 2019)
Former (During Past 5 Years):
The Hershey Company (until May 2018)
The McCormick Company (until 2015)
     

Mr. Bilbrey served as President and Chief Executive Officer of The Hershey Company (“Hershey”), a multinational consumer food company, from 2011 until his retirement in March 2017. He also served as Chairman of Hershey from 2015 to March 2017 and as Non-Executive Chairman from March 2017 to May 2018. Mr. Bilbrey joined Hershey as Senior Vice President, President Hershey International in 2003 and served in this role through 2007. He served as Senior Vice President, President Hershey North America from 2007 to 2010 and served as Executive Vice President and Chief Operating Officer from 2010 to 2011. Prior to joining Hershey, Mr. Bilbrey held executive positions at Mission Foods and Danone Waters of North America, Inc., a division of Groupe Danone, and previously spent 22 years at The Procter & Gamble Company (“Procter & Gamble”). Mr. Bilbrey also serves on the Kansas State University Business School Advisory Council.

Skills and Qualifications:

Business Operations
Extensive operational leadership experience through service as Chief Executive Officer and Chief Operating Officer of Hershey, expertise in marketing through leadership roles at consumer-focused companies and strong knowledge of business finance and financial statements through oversight of operating budgets and financial statements at Hershey.

Industry
In-depth knowledge of fast-moving consumer goods industry through experience at Hershey and Procter & Gamble.

International
Experience managing Hershey’s international operations and living and working in foreign countries.

Corporate Governance
Experience serving as a director of other U.S. public companies.

John T. Cahill Independent

Age: 61

Director since 2005

Committees:
Audit (Chair), P&O

Other Public Company Directorships:
American Airlines Group Inc. (since 2013)
The Kraft Heinz Company (since 2015)
Former (During Past 5 Years):
Kraft Foods Group, Inc. (until 2015)
Legg Mason, Inc. (until 2014)
     

Mr. Cahill has served as Vice Chairman of The Kraft Heinz Company, a multinational food and beverage company, since July 2015 after serving as Chairman and Chief Executive Officer of Kraft Foods Group, Inc. (“Kraft”) from December 2014 until its merger with H.J. Heinz Holding Corporation in July 2015. Mr. Cahill previously served as Executive Chairman of Kraft from October 2012, when Kraft was spun off from Kraft Foods Inc., until March 2014, when he was elected Non-Executive Chairman. He served as Executive Chairman of Kraft Foods North America in 2012. Mr. Cahill was an Industrial Partner at Ripplewood Holdings LLC, a private equity firm, from 2008 through 2011. He previously served The Pepsi Bottling Group, Inc. (“PBG”) in a variety of leadership positions culminating in Chairman and Chief Executive Officer. He also held multiple senior financial and operating leadership positions at PepsiCo Inc. (“PepsiCo”).

Skills and Qualifications:

Business Operations
Extensive operational leadership experience through service as Chairman and Chief Executive Officer of Kraft and as Chairman and Chief Executive Officer of PBG and strong knowledge of business finance and financial statements through service as Chief Financial Officer of PBG, Kentucky Fried Chicken and Pepsi-Cola North America and as Senior Vice President and Treasurer of PepsiCo.

Industry
In-depth knowledge of fast-moving consumer goods industry through experience at Kraft and nearly 20-year career at PepsiCo and PBG.

International
Experience managing international operations for PBG.

Corporate Governance
Experience serving as a director of other U.S. public companies.

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Governance of the Company

Lisa M. Edwards Independent

Age: 51

Director since 2019

Committees:
None

Other Public Company Directorships:
None

     

Ms. Edwards has served as Executive Vice President, Strategic Business Operations, Customer and Partner Engagement of Salesforce.com, Inc. (“Salesforce”), an enterprise software company, since 2017. She joined Salesforce in 2012 as Executive Vice President, Finance, Head of Global Corporate Services and Chief Procurement Officer. Ms. Edwards previously served in several senior management roles at Visa Inc., including as Senior Vice President and Head of Global Business Development and IP Strategy. Prior to that, she was an entrepreneur after starting her career at Bain & Company.

Skills and Qualifications:

Business Operations
Extensive operational leadership experience as head of various functions at Salesforce and Visa and strong knowledge of business finance and financial statements through service as Executive Vice President, Finance at Salesforce.

Information Technologies
Significant experience with information technology, e-commerce and digital transformation through service at Salesforce and other companies.

International
Experience managing global functions for Salesforce and Visa and experience living and working in foreign countries.

Helene D. Gayle Independent

Age: 63

Director since 2010

Committees:
Governance (Chair), P&O

Other Public Company Directorships:
The Coca-Cola Company (since 2013)
     

Dr. Gayle has served as President and Chief Executive Officer of The Chicago Community Trust, a community foundation dedicated to improving the Chicago region through strategic grant making, civic engagement and inspiring philanthropy, since October 2017. Dr. Gayle previously served as Chief Executive Officer of McKinsey Social Initiative from 2015 to 2017 and as President and Chief Executive Officer of CARE USA from 2006 to 2015. From 2001 to 2006, she was an executive in the Global Health program at the Bill & Melinda Gates Foundation. Dr. Gayle began her career in public health at the U.S. Centers for Disease Control in 1984 and held positions of increasing responsibility over her 20-year tenure there, ultimately becoming the director of the National Center for HIV, STD and TB Prevention and achieving the rank of Assistant Surgeon General and Rear Admiral in the United States Public Health Service. Dr. Gayle also serves on the boards of the Center for Strategic and International Studies, the Rockefeller Foundation, New America and the Brookings Institution. She is a member of the Council on Foreign Relations, the National Academy of Medicine and the American Public Health Association.

Skills and Qualifications:

Regulatory and Public Service
Extensive leadership experience in the global public health, global development and humanitarian fields through positions at CARE USA, the Bill & Melinda Gates Foundation, The Chicago Community Trust and McKinsey Social Initiative and 20-year career at the U.S. Centers for Disease Control.

International
Experience managing international operations at CARE USA, one of the world’s leading humanitarian organizations with programs in nearly 70 countries around the world and developing and implementing global programs at McKinsey Social Initiative, a non-profit organization focused on bringing together varied stakeholders to address complex global social challenges.

Industry
In-depth knowledge of and expertise in the global public health field, a complementary industry.

Corporate Governance
Experience serving as a director of another U.S. public company.

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Governance of the Company

C. Martin Harris Independent

Age: 62

Director since 2016

Committees:
Governance, P&O

Other Public Company Directorships:
Healthstream, Inc. (since 2010)
Invacare Corporation (since 2003)
Thermo Fisher Scientific Inc. (since 2012)
     

Dr. Harris has served as Associate Vice President of the Health Enterprise and Chief Business Officer of the Dell Medical School at The University of Texas at Austin since December 2016. Dr. Harris previously served as Chief Information Officer and Chairman of the Information Technology Division of The Cleveland Clinic Foundation, a non-profit academic medical center, and a Staff Physician for The Cleveland Clinic Hospital and The Cleveland Clinic Foundation Department of General Internal Medicine from 1996 to 2016. Additionally, from 2000 to 2016, he was Executive Director of e-Cleveland Clinic, a series of e-health clinical programs offered over the internet. Prior to joining the Cleveland Clinic, Dr. Harris spent 14 years with the School of Medicine at the University of Pennsylvania.

Skills and Qualifications:

Regulatory and Public Service
Extensive leadership experience in the public health field through positions at the Dell Medical School and the Cleveland Clinic.

Information Technologies
Significant experience with information technology through service at the Dell Medical School, the Cleveland Clinic and the University of Pennsylvania.

Industry
In-depth knowledge of and expertise in the public health field, a complementary industry.

Corporate Governance
Experience serving as a director of other U.S. public companies.

Lorrie M. Norrington Independent

Age: 59

Director since 2015

Committees:
Audit, Finance

Other Public Company Directorships:
Autodesk, Inc. (since 2011)
Eventbrite, Inc. (since 2015)
HubSpot, Inc. (since 2013)
Former (During Past 5 Years):
DIRECTV (until 2015)
     

Ms. Norrington has served as an Operating Partner of Lead Edge Capital LLC, a growth equity investment firm, since 2013. 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:

Business Operations
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 and strong knowledge of business finance and financial statements through oversight of operating budgets at various companies.

Information Technologies
Significant experience with information technology, e-commerce, digital marketing and machine learning through service at eBay and Intuit and advisory work for other technology 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.

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Governance of the Company

Michael B. Polk Independent

Age: 58

Director since 2014

Committees:
Governance, P&O (Chair)

Other Public Company Directorships:
Newell Brands Inc. (since 2016)
Former (During Past 5 Years):
Newell Rubbermaid Inc. (until 2016)
     

Mr. Polk has served as President and Chief Executive Officer of Newell Brands Inc. (“Newell”), a multinational consumer goods company, since May 2018 after serving as Chief Executive Officer of Newell since April 2016 and as President and Chief Executive Officer of Newell Rubbermaid Inc. from 2011 until its merger with Jarden Corporation in 2016. From 2003 to 2011, Mr. Polk held a series of key positions at Unilever, including President, Global Foods, Home and Personal Care. Previously, Mr. Polk spent 16 years at Kraft Foods Inc. (“Kraft Foods”), serving as President, Asia Pacific Region, Kraft Foods International and President, Nabisco Biscuit & Snacks, Kraft Foods North America, and three years at Procter & Gamble.

Skills and Qualifications:

Business Operations
Extensive operational leadership experience through service as Chief Executive Officer of Newell and Newell Rubbermaid and as head of various operating divisions of Unilever and Kraft Foods, expertise in marketing through leadership roles at consumer-focused companies and strong knowledge of business finance and financial statements through oversight of operating budgets at various companies and operating budgets and financial statements at Newell and Newell Rubbermaid.

Industry
In-depth knowledge of fast-moving consumer goods industry through experience at Newell, Newell Rubbermaid, Unilever, Kraft Foods and Procter & Gamble.

International
Experience managing Newell’s, Newell Rubbermaid’s, Unilever’s and Kraft Foods’ international operations.

Corporate Governance
Experience serving as a director of other U.S. public companies.

Stephen I. Sadove Independent, Lead Director

Age: 67

Director since 2007

Committees:
Audit, P&O

Other Public Company Directorships:
Aramark (since 2013)
Movado Group, Inc. (since August 2018)
Park Hotels & Resorts Inc. (since 2017)
Former (During Past 5 Years):
Ruby Tuesday, Inc. (until 2017)
J.C. Penney Company, Inc. (until 2016)
     

Mr. Sadove became a founding partner of JW Levin Management Partners LLC, a private equity firm, in 2015. He has also served as Principal of Stephen Sadove and Associates, which provides consulting services to the retail industry, since 2013. Mr. Sadove served as Chairman and Chief Executive Officer of Saks Incorporated (“Saks”) from 2007 until 2013. He joined Saks as Vice Chairman in 2002, served as Chief Operating Officer from 2004 to 2006 and was named Chief Executive Officer in 2006. Previously, Mr. Sadove worked for Bristol-Myers Squibb, which he joined in 1991 as President of Clairol in the United States. He later gained additional responsibility for the consumer businesses in Canada, Europe, the Middle East, Africa and Latin America. In 1996, he was named President of Bristol-Myers Squibb’s worldwide beauty care business and was later named a senior vice president with additional responsibility for Mead Johnson Nutritionals. Mr. Sadove also serves as Chairman of the Board of Hamilton College.

Skills and Qualifications:

Business Operations
Extensive operational leadership experience through service as Chief Executive Officer of Saks and as head of various operating divisions at Bristol-Myers Squibb, expertise in marketing through leadership roles at consumer-focused companies and strong knowledge of business finance and financial statements through oversight of operating budgets at various companies and operating budgets and financial statements at Saks.

Industry
In-depth knowledge of fast-moving consumer goods industry through experience at Bristol-Myers Squibb.

International
Experience managing Bristol-Myers Squibb’s international operations.

Corporate Governance
Experience serving as a director of other U.S. public companies.


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Governance of the Company

Noel R. Wallace  

Age: 54

Director effective
April 2, 2019

Committees:
None

Other Public Company Directorships:
Former (During Past 5 Years):
Kellogg Company (until December 2018)
     

Mr. Wallace will become Colgate’s President and Chief Executive Officer on April 2, 2019. He has been President and Chief Operating Officer of Colgate since July 2018, with responsibility for all the Company’s operating units worldwide, after serving as Chief Operating Officer, Global Innovation & Growth and Hill’s Pet Nutrition since 2016. Mr. Wallace began his career at Colgate in 1987 and progressed through a series of senior management roles around the world, including President and General Manager of the Global Toothbrush Division, President, Colgate Mexico and President, Colgate U.S. Prior to being appointed Chief Operating Officer, he served as President, Colgate Latin America from 2013 to 2016 and as President, Colgate North America and Global Sustainability from 2010 to 2013.

Skills and Qualifications:

Business Operations
Extensive operational leadership experience through service as President and Chief Operating Officer of Colgate, expertise in marketing through leadership roles at Colgate and strong knowledge of business finance and financial statements through oversight of operating budgets at Colgate.

Industry
In-depth knowledge of fast-moving consumer goods industry through over 30-year career at Colgate.

International
Experience managing Colgate’s international operations and living and working in foreign countries.

Corporate Governance
Experience serving as a director of another U.S. public company.

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 its 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:

current or former employment with the Company;
affiliation with Colgate’s advisors;
compensation from the Company (other than director fees);
material business relationships with the Company;
loans between directors and the Company or its senior management;
material investments with the Company or its officers;
joint investments with the Company’s officers or other directors;
leadership roles in charitable organizations that receive significant support from Colgate;
affiliation or employment with a present or former Colgate auditor; and
service on interlocking boards of directors or compensation committees.

A copy of the complete independence standards is available on the Company’s website.

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

Certain Relationships and Related Transactions
Colgate has a longstanding policy prohibiting its directors, officers and employees from entering into transactions that present actual or potential conflicts of interest. This policy is reflected in the Company’s 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 or ratifying, these types of transactions. The policy covers any “related person transaction,” as defined under SEC rules, which generally includes any transaction, arrangement or relationship

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involving more than $120,000 in which the Company or any of its 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 Colgate’s outstanding stock.

The Company’s 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 the Company and its 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 or ratify the transaction in accordance with the procedures for review and approval or ratification 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 the Company; (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 the Company than terms that could have been reached with an unrelated third party.

Lisa M. Edwards, who was elected to the Company’s Board effective March 1, 2019, is Executive Vice President, Strategic Business Operations, Customer and Partner Engagement of Salesforce.com, Inc. During 2018, in the ordinary course of business the Company purchased software licenses from Salesforce.com, Inc. on arm’s length terms, totaling approximately $730,000. In accordance with the Company’s related person transaction policy described above, these transactions were referred to the independent directors of the Board for their approval and they concluded the transactions are in the best interests of the Company and its stockholders.

Based on the Company’s review of its transactions, there were no other transactions considered to be a related person transaction during 2018.

Compensation Committee Interlocks and Insider Participation
During 2018, the following directors were members of the P&O Committee: Drs. Gayle and Harris and Messrs. Cahill, Polk and Sadove. None of the members of the P&O Committee has been an officer of the Company and none was an employee of the Company during 2018, and none had any relationship with the Company or any of its subsidiaries during 2018 that would be required to be disclosed as a related person transaction. None of the executive officers of the Company 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 the Company’s Board or the P&O Committee.

Board Structure and Responsibilities
Board Leadership Structure
The Governance Committee regularly reviews Board leadership trends. Currently, the offices of Chairman and Chief Executive Officer are held by the same person, Ian Cook, with Stephen I. Sadove serving as independent Lead Director. When Mr. Wallace replaces Mr. Cook as CEO on April 2, 2019, Colgate’s Board leadership structure will consist of:

Ian Cook       Stephen I. Sadove
Executive Chairman Independent Lead Director

As part of the CEO succession planning process, the Board assessed its current leadership structure and determined that, at this time, appointing Mr. Wallace as President and CEO and Mr. Cook as Executive Chairman while retaining Mr. Sadove as Lead Director is best for Colgate.

The Company’s Board structure ensures robust, independent oversight. Colgate’s active and independent Board, with its proactive Lead Director and independent committee chairs, 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 a current or former Chief Executive Officer 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 the Company at this time and that, operating under this structure, the Board will continue to effectively guide the Company and represent the interests of its stockholders.

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Board Effectiveness
Colgate’s Board works very
effectively together

Board Committees
The Board’s committees are composed solely of, and chaired by, independent directors

Board Independence
9
of 11 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

The Company has had an independent lead director since 2003. Colgate has long been committed to having an independent lead director, having established the position of Presiding Director in 2003 and expanded the role in 2006. Renamed in early 2012 in connection with a review of external practice, the role of the Lead Director is to:

preside at all meetings of the Board at which the Chairman is not present (including the executive sessions of the independent directors);
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;
serve as liaison between the independent directors and the Chairman and CEO (although all independent directors are encouraged to communicate freely with the Chairman and CEO and other members of management at any time);
review and approve information to be sent to the Board;
review and approve proposed Board meeting agendas;
review and approve meeting schedules to help ensure there is sufficient time for discussion of all agenda items;
have the authority to 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;
be available (as deemed appropriate by the Board) for consultation and direct communication with stockholders; and
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 Governance 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 Governance Committee.

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

Committee Membership

Director       Audit       Finance       Nominating
and Corporate
Governance
      Personnel and
Organization
Ian Cook Chairman of the Board
Charles A. Bancroft Independent
John P. Bilbrey Independent
John T. Cahill Independent
Lisa M. Edwards(1)Independent
Helene D. Gayle Independent
Ellen M. Hancock Independent
C. Martin Harris Independent
Lorrie M. Norrington Independent
Michael B. Polk Independent
Stephen I. Sadove Independent, Lead Director
Number of meetings held in 2018 6 5 4 4
Member       Chair

(1)

Ms. Edwards, who became a director in 2019, is expected to be appointed to committees in 2019.


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Audit Committee
6

MEETINGS
in 2018

Members
John T. Cahill (Chair)
Charles A. Bancroft
Ellen M. Hancock
Lorrie M. Norrington
Stephen I. Sadove

All members of the Audit Committee are independent directors and audit committee financial experts.

 
Role and Responsibilities
Assists the Board in its oversight of management’s fulfillment of its financial reporting and disclosure responsibilities and its maintenance of an appropriate internal control system.
Appoints the Company’s independent registered public accounting firm and oversees the activities of the Company’s Internal Audit function and the Global Ethics and Compliance function.
Assists the Board in its oversight of the Company’s overall risk management process.

The Board has determined that all members of the Audit Committee are “independent,” as required by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the listing standards of the NYSE and Colgate’s own, stricter director independence standards, and are “audit committee financial experts” as that term is defined under SEC rules.


Finance Committee
5

MEETINGS
in 2018

Members
John P. Bilbrey (Chair)
Charles A. Bancroft
Ellen M. Hancock
Lorrie M. Norrington

All members of the Finance Committee are independent directors.

 
Role and Responsibilities
Oversees the financial policies and practices of the Company, reviews the budgets of the Company and makes recommendations to the Board on financial and strategic matters.
Oversees the Company’s capital structure and its Finance, Treasury, Tax and related functions.

Nominating and Corporate Governance Committee
4

MEETINGS
in 2018

Members
Helene D. Gayle (Chair)
John P. Bilbrey
Ellen M. Hancock
C. Martin Harris
Michael B. Polk

All members of the Governance Committee are independent directors.

 
Role and Responsibilities
Recommends nominees for the Board and develops and implements formal Board self-evaluation procedures.
Makes recommendations to the Board regarding Board and committee structure, corporate governance and director compensation.

Director Compensation
In making recommendations to the Board regarding director compensation, the Governance 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 beginning on page 32. The Global Human Resources function purchases subscriptions from the National Association of Corporate Directors and Equilar, from which they receive such comparison data. Based on its review of the information provided by the Global Human Resources function, the Governance Committee determines whether to recommend to the Board any changes in the director compensation program. The director compensation program is described beginning on page 24. The Governance Committee does not delegate any of its authority in making director compensation recommendations.


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Governance of the Company

Personnel and Organization Committee
4

MEETINGS
in 2018

Members
Michael B. Polk (Chair)
John T. Cahill
Helene D. Gayle
C. Martin Harris
Stephen I. Sadove

All members of the P&O Committee are independent directors.

 
Role and Responsibilities
Appointed by the Board to act on its behalf with respect to overseeing the personnel and organizational matters of the Company, including the compensation of the Company’s executives.
Recommends and approves, with the participation and concurrence of the other independent directors of the Board, the compensation of the CEO.
Reviews and approves the compensation recommended by the Global Human Resources function of the Company and the CEO for the other executive officers of the Company in accordance with the compensation programs described in the CD&A.

Compensation Consultants
The P&O Committee periodically retains the services of outside compensation consultants to provide it with objective, third-party advice on the appropriateness of the Company’s compensation of the CEO and other senior executives. In 2009, the P&O Committee adopted a written policy regarding its selection and use of outside compensation consultants, a copy of which is available on the Company’s website. The policy contains the following key principles:

The P&O Committee selects all outside compensation consultants that provide advice to it, and directly retains and compensates such consultants, who report to and are solely responsible to the committee.
Such consultants may not provide any other services to the Company unless these are expressly approved by the P&O Committee in advance. The P&O Committee will approve such other services only if it concludes that providing them will not impair the ability of the consultant to provide objective and independent advice to the committee.

Since 2008, the P&O Committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”) to advise it with respect to the CEO’s compensation and such other matters as the P&O Committee may direct, including the design of the Colgate-Palmolive Company 2019 Incentive Compensation Plan (the “2019 Plan”). Neither FW Cook nor any of its affiliates provides any other services to the Company. FW Cook works directly with the P&O Committee and its chair and meets with the P&O Committee in executive session. The P&O Committee conducted an assessment of whether the work of FW Cook during 2018 generated any conflict of interest, within the meaning of SEC rules, and concluded it did not.

Compensation Data
During 2018 and early 2019, the Global Human Resources function of the Company purchased executive compensation survey data from Mercer Human Resources Consulting, Aon Hewitt, Willis Towers Watson and Equilar and used Aon to provide change-in-control and similar calculations for this Proxy Statement. These providers were chosen because they are the leading providers in their fields and have global capabilities and/or consumer products industry experience.


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Governance of the Company

Board Role in Risk Oversight
Colgate has established a systematic and thorough risk management process, which is designed to identify, assess and prioritize risks that threaten achievement of the Company’s strategic and operating objectives.

          Role of the Board
The Board is responsible for overseeing the risk management process to ensure that it is properly designed, well-functioning and consistent with Colgate’s overall corporate strategy.
The full Board or an appropriate committee thereof oversees the top individual risk areas.
Key risk areas overseen by the full Board include strategic, regulatory and sustainability risks.
         
       
 
 
Key Responsibilities of Board Committees
Audit Committee
Responsible for overall risk oversight, though all Board members attend Audit Committee meetings and participate in risk management discussions.
Oversees the enterprise risk management process and the implementation of appropriate risk monitoring and management systems.
Oversees risks associated with cybersecurity and data loss prevention, financial reporting and legal matters (including data privacy, competition law and ethics and compliance).
   Finance Committee
Oversees risks associated with foreign exchange, supply continuity, natural disasters and commodities.
   P&O Committee
Oversees risks related to succession planning and people development.
Oversees an annual risk assessment of the Company’s compensation policies and practices, which is conducted by the Company’s Global Human Resources executives and its Chief Financial Officer and reviewed by the Board’s independent compensation consultant and focuses primarily on the design of the incentive compensation programs and the degree to which such programs appropriately balance enterprise risk and compensation.
Governance Committee
Oversees risks related to corporate governance practices and director selection and compensation.
 
Cybersecurity
The Board is particularly focused on cybersecurity. Specific responsibility for cybersecurity oversight is delegated to the Audit Committee, and three directors have considerable experience in this area.
       
 
 
Role of Management
The responsibility for the day-to-day management of risk lies with Colgate’s management. Each year the Company’s Enterprise Risk Management Committee, which is comprised of a cross-functional group of the Company’s most senior executives, identifies what it believes are the top individual risks facing Colgate. These risks are then reviewed with the Board.
The Enterprise Risk Management Committee meets at least quarterly to review the prioritization of the identified risks.
Colgate’s chief risk officer (the Chief Financial Officer) and other members of senior management responsible for the day-to-day management of the top individual risk areas present directly to the Board and its committees regularly throughout the year.

Stockholder Engagement
The Company believes it is important to periodically engage with investors to better understand their priorities. During the second half of 2018 and the first quarter of 2019, representatives of the Company’s Global Human Resources, Investor Relations, Global Legal and Sustainability functions reached out to institutional investors representing approximately 35% of the Company’s Common Stock, and engaged in discussions with institutional investors representing approximately 25% of the Company’s Common Stock. These discussions focused on the Company’s business strategy, director skills and qualifications, human capital management and sustainability.

In addition, in light of the stockholder proposal the Company received in connection with its 2018 Annual Meeting of Stockholders on the required threshold to call special meetings, the Company also discussed with these investors their views regarding the appropriate ownership threshold for stockholders to call a special meeting. These discussions highlighted that the Company’s largest investors do not have a uniform view on the subject, though a significant majority of the institutions with whom the Company engaged opposed lowering the ownership threshold from its current 25% to 10%, as the proposal had requested. This feedback, combined with the fact that a majority of votes cast on the proposal at the 2018 Annual Meeting of Stockholders voted against lowering the threshold, led the Company to determine that maintaining Colgate’s existing 25% ownership threshold continues to be appropriate.

Feedback from management’s discussions with institutional investors was reported to and discussed with the Board. The Board values stockholder feedback on all governance and compensation matters.

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Governance of the Company

Communications to the Board of Directors
Stockholders and other interested parties are encouraged to communicate directly with the Company’s 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 the Company’s 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, the Company’s Global Ethics and Compliance function, in conjunction with the Company’s 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, reviews 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.

Colgate strictly prohibits 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, Colgate 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.

Compensation of Directors
Compensation for the non-employee directors is set by the Board at the recommendation of the Governance Committee. 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 2013 Incentive Compensation Plan (the “2013 Plan”), as described below.

In 2018, non-employee director compensation consisted of the following, as applicable:

Annual Share Grant Shares of Common Stock equal in value to $180,000
Annual Retainer $65,000
Stock Option Grant Options to purchase shares of Common Stock equal in value to $45,000
Lead Director Retainer $20,000
Committee Chair Retainers $5,000 for the chair of each committee
Expenses and Benefits Reimbursement of travel and related expenses incurred in attending meetings; life and travel/accident insurance; and Charitable Matching Gifts Program available to U.S. employees as described below

Mr. Cook received no compensation for serving on the Board in 2018.

Deferral of Compensation
Under the 2013 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 the Company’s 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 the Company’s Common Stock granted and not deferred under the 2013 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 2013 Plan, deferred fees are credited to a stock unit account, the value of which reflects changes in the market price of the Company’s Common Stock and dividends paid. No interest is paid on deferred balances. Under both plans, distributions are made in shares of the Company’s Common Stock in annual installments or by lump sum in accordance with the distribution election made by the director.

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Governance of the Company

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
The following table shows the compensation earned by each non-employee director in 2018.

Name Fees Earned or
Paid in Cash
($)
(1)  Stock
Awards
($)
(2)  Option
Awards
($)
(3)  All Other
Compensation
($)
(4)  Total
($)
(a) (b) (c) (d) (g) (h)
Charles A. Bancroft       65,000       179,978 (5)        44,999       394       290,371
John P. Bilbrey 67,500 (5)  179,978 (5)  44,999 511 292,988
John T. Cahill 70,000   179,978   44,999 8,761 303,738
Helene D. Gayle 70,000 (5)  179,978 (5)  44,999 511 295,488
Ellen M. Hancock 67,500   179,978   44,999 1,200 293,677
C. Martin Harris 109,979 (6)  134,999 (6)  44,999 511 290,488
Lorrie M. Norrington 65,000 (5)  179,978 (5)  44,999 394 290,371
Michael B. Polk 70,000   179,978   44,999 394 295,371
Stephen I. Sadove 85,000   179,978 (5)  44,999 9,062 319,039
NOTES TO THE DIRECTOR COMPENSATION TABLE
(1) Consists of an annual retainer and lead director and committee chair retainers, as described above.
(2) This column reflects the aggregate grant date fair value of stock awards granted to each non-employee director in 2018. The grant date fair value of stock awards granted to each non-employee director in 2018 was $62.04 per share, based on the fair market value of the Company’s Common Stock on the date of grant.
(3) This column reflects the aggregate grant date fair value of stock option awards granted to each non-employee director in 2018. The key terms of such stock options are as follows: (i) the exercise price is equal to the closing price of the Company’s Common Stock on the date of grant; (ii) the term is six years; and (iii) they vest in equal annual installments over three years.
  The grant date fair value of stock options granted to each non-employee director in 2018 was $7.11 per option. The estimated value of options is calculated using the Black-Scholes-Merton option pricing model (the “Black-Scholes model”). For a description of the assumptions used to calculate the amounts shown in this column, see Note 8 (“Capital Stock and Stock-Based Compensation Plans”) to the Company’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2018.
  The aggregate number of stock options outstanding for each non-employee director as of December 31, 2018 was as follows: Mr. Bancroft—12,032; Mr. Bilbrey—22,073; Mr. Cahill—42,141; Dr. Gayle—34,141; Mrs. Hancock—23,004; Dr. Harris—16,523; Ms. Norrington—19,319; Mr. Polk—26,297; and Mr. Sadove—36,361.
(4) The amounts shown consist of (i) the value of Company-paid life insurance premiums and (ii) matching charitable donations contributed by the Company in the director’s name pursuant to the Charitable Matching Gifts Program, which is available to all directors, U.S. retirees and U.S. employees who are actively employed on a full-time basis and have completed at least one year of service. Under the Charitable Matching Gifts Program, the Company matches an individual’s contributions of up to $8,000 per year that are made to schools and other eligible institutions. Eligible gifts up to $250 are matched on a 2:1 basis with all other eligible gifts up to $7,750 matched on a 1:1 basis. The Company does not match certain gifts such as contributions to organizations that are not tax-exempt, dues to alumni or similar groups, tuition payments, contributions to school funds or associations that are not used exclusively to support educational purposes of the institution and any gift for which the donor receives a substantial benefit.
(5) Mr. Bilbrey, Dr. Gayle and Ms. Norrington elected to defer the cash retainer they earned in 2018 and Dr. Gayle, Ms. Norrington and Messrs. Bancroft, Bilbrey and Sadove elected to defer the share grant they earned in 2018 pursuant to the procedure described above.
(6) Dr. Harris elected to receive 25% of his annual share grant in cash to satisfy tax obligations pursuant to the procedure described above.

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Executive Compensation

Compensation Discussion and Analysis
Executive Summary
Pay for Performance Overview
The key principles underlying the Company’s compensation philosophy are aligning pay and performance, driving strong business results, focusing on long-term shareholder return and attracting, motivating and retaining high-quality talent. Annual and long-term incentive award payments vary based on the Company’s business performance, and the value of equity awards also varies based on the performance of the Company’s 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 2018, almost 90% of the target direct compensation of the Company’s Chairman and Chief Executive Officer (“CEO”) was performance-based, and 75% of the average target direct compensation of the other Named Officers was performance-based, as the following charts demonstrate.

TARGET PERFORMANCE-BASED COMPENSATION

TARGET CEO COMPENSATION

AVERAGE TARGET NAMED OFFICER COMPENSATION (EXCLUDING CEO)

2018 was a challenging year for the Company. Although the Company ended the year with momentum, with the fourth quarter representing its best performance of any quarter of 2018, the Company’s financial performance for full year 2018 was below the Company’s expectations. While the Company’s growth in adjusted earnings per share (a non-GAAP financial measure, referred to herein as “Base Business Earnings Per Share”) and adjusted earnings per share on a currency-neutral basis (a non-GAAP financial measure) both increased relative to 2017, the Company’s performance on these measures and its growth in organic sales* (a non-GAAP financial measure) were below its expectations. The Company’s organic sales growth performance was impacted by modestly lower than expected category growth, low levels of inflation in emerging markets (particularly in Latin America), weakness in the Company’s results in the Greater China region and market share losses in toothpaste, particularly in Asia. The Company’s earnings-per-share growth performance was impacted by the lower than expected organic sales growth, as well as by higher raw and packaging material and logistics costs and, in the case of Base Business Earnings Per Share, foreign exchange.

* Organic sales is defined as net sales excluding foreign exchange, acquisitions, divestments and, for 2016, the impact of the deconsolidation of the Company’s Venezuelan operations.

Consistent with these financial results and reflecting the impact of the Company’s pay-for-performance philosophy, CEO total direct compensation declined significantly in 2018. The relationship between the Company’s financial results and the CEO’s total direct compensation is demonstrated by the following charts.

ORGANIC SALES GROWTH+
(%)
        ADJUSTED EARNINGS-PER-SHARE GROWTH+
(%)
        CEO TOTAL DIRECT COMPENSATION+
(in Millions)
 
+ 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 adjusted earnings-per-share growth on a currency-neutral basis to Base Business Earnings Per Share growth and page 29 for an explanation regarding the components of CEO total direct compensation.

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Executive Compensation

While the stock market in general experienced a difficult year in 2018, the Company’s stock price declined by a greater percentage than the S&P 500 Index. As demonstrated by the following charts, the Company’s stock price decline in 2018 created a significant impact on the cumulative total shareholder returns on the Company’s Common Stock for each of the one-year, five-year and ten-year periods ended December 31, 2018. However, the cumulative total shareholder returns on the Company’s Common Stock exceeded the cumulative total shareholder returns of the Comparison Group (as defined below) and the S&P 500 Index for each of the fifteen and twenty-year periods ended December 31, 2018.

TOTAL SHAREHOLDER RETURN

Going forward, the Company remains focused on delivering long-term shareholder return and building long-term business success through good corporate governance and the design and implementation of Colgate’s key strategic business priorities—growing sales through engaging with consumers, developing world-class innovation and working with retail partners; driving efficiency on every line of the income statement to increase margins; generating strong cash flow performance and utilizing that cash effectively to enhance total shareholder return; and leading to win by staying true to the Company’s culture, developing Colgate people and focusing on all of its stakeholders. The Company intends to continue its 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 paid to the Named Officers, namely:

Ian Cook
Chairman and CEO
(to assume the role of Executive Chairman effective April 2, 2019)

Dennis J. Hickey
Retired Vice Chairman
(Chief Financial Officer until May 4, 2018)

Henning I. Jakobsen
Chief Financial Officer (effective May 4, 2018)

 

Noel R. Wallace
President and Chief Operating Officer
(to assume the role of President and CEO effective April 2, 2019)

Franck J. Moison
Retired Vice Chairman

P. Justin Skala
Executive Vice President, Chief Growth and Strategy Officer


The Personnel and Organization Committee of the Board (the “P&O Committee”) annually reviews an analysis of the relationship between pay and performance for the Named Officers. The analysis includes a three-year historical review of the relationship between the compensation paid to the CEO and the other Named Officers and Company performance relative to the Comparison Group. The review shows a strong link between Company pay and Company performance over time in terms of various key operating measures. For example, during the three-year period from 2016 to 2018, the Company’s average adjusted earnings-per-share growth, net sales growth, organic sales growth, total shareholder return, operating cash flow as a percentage of sales, return on sales, return on invested capital and CEO total direct compensation relative to the Comparison Group were as shown to the right.

COLGATE 2016-2018 PERFORMANCE RELATIVE TO COMPARISON GROUP*


*Reflects peer company data available as of March 18, 2019. Adjusted earnings-per-share growth and organic sales growth reflect the adjustments described in Annex A to Colgate’s earnings-per-share growth and net sales growth, respectively, and comparable adjustments to peer companies’ earnings-per-share growth and net sales growth. See page 29 for an explanation regarding the components of “total direct compensation” or “TDC.”

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2018 Compensation Program Highlights
Performance Measures

The P&O Committee selected the following performance measures to assess the performance of the Named Officers in 2018 and in the three-year performance period ended December 31, 2018:

Pay
Component
CEO 2018 Target
Compensation Mix
Other NEO Average
2018 Target
Compensation Mix
Performance Measures Performance
Period
Form of
Payment

Annual incentive

Base Business Earnings Per Share
Free Cash Flow Productivity (defined below)
Organic sales growth
One year (2018) Cash bonus
Long-term incentive
Currency Neutral Earnings Per Share (defined below) growth
Organic sales growth
Total shareholder return relative to a defined peer group
Three years (2016-2018)

Performance-based restricted stock units (with additional three-year vesting period, vesting in 2022, if earned)

* Percentage also includes stock options.

The performance measures in the annual and long-term incentive programs were selected to focus on the key drivers of sustainable value creation, ensure balance between growth and profitability and closely tie compensation to changes in shareholder value. The earnings-per-share measures were selected to ensure a strong focus on the Company’s overall profit goals and their underlying drivers of sales, cost control and financial efficiency. The organic sales measures were chosen to reflect the underlying momentum of the Company’s business. The total shareholder return measure for long-term incentive awards was selected to reward performance that exceeded that of the Company’s peer companies. The free cash flow productivity measure for annual incentive awards was selected to emphasize the importance of the Company’s ability to generate cash to satisfy current and future obligations, reinvest in business-building activities and return value to stockholders. This measure, referred to herein as “Free Cash Flow Productivity,” is defined as free cash flow before dividends as a percentage of net income. Free cash flow before dividends is defined as net cash provided by operations less capital expenditures.

Annual Incentive Awards

Measure Target 2018 Results Outcome Comparison vs. Comparison Group+
Base Business Earnings Per Share      $3.09      $2.97      27.9% of the assigned award opportunities for each of the Named Officers.     
Annual bonuses for the Named Officers (other than Mr. Cook) were paid at approximately the 12th to the 17th percentile of annual bonuses for similar jobs in the Comparison Group.
Mr. Cook’s award represented a payout at approximately the 18th percentile of annual bonuses for CEOs in the Comparison Group.
Free Cash Flow Productivity 100% 102.4%
Organic Sales Growth 3.0% 0.7%
+

Based on the most recent data available to the Company.

Long-Term Incentive Awards

2016-2018 LONG-TERM INCENTIVE AWARDS PERFORMANCE CYCLE

Measure Target^ Results Outcome
Compounded Annual Growth in Organic Sales 4% 1.8% 0% of the assigned award opportunities for each of the Named Officers.
Compounded Annual Growth in Currency Neutral Earnings Per Share

    

10%

    

4.5%

    

Total Shareholder Return Multiplier Top third when compared to a defined peer group The Company’s total shareholder return was not in the top third when compared to a defined peer group, so the Named Officers did not qualify to receive additional performance-based restricted stock units equal in value to 25% of their individual assigned award opportunities.
^ Targets were set in March 2016 at the beginning of the three-year performance cycle.

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The long-term incentive awards, to the extent earned, are made in the form of restricted stock units, which are subject to an additional three-year vesting period following the three-year performance period, as illustrated by the following graphic.

SIX-YEAR LONG TERM INCENTIVES TIMELINE

The combination of an additional three-year vesting period with the original three-year performance period underscores the Company’s focus on long-term results, alignment of interests between executives and stockholders and retention of executive talent. No restricted stock units were granted for the 2016-2018 performance cycle.

In 2018, the P&O Committee approved annual stock option awards for the Named Officers. These awards were made based on guidelines set for each salary grade, which are established annually based on a review of market data and share usage.

CEO Total Direct Compensation*

36% vs. 2017

Primarily due to receiving no performance-based restricted stock units and to a significant decrease in his annual cash bonus

*

For purposes of this CD&A, Mr. Cook’s total direct compensation for each year includes his year-end salary, the amounts shown in the Summary Compensation Table in the columns “Option Awards,” “Non-Equity Incentive Plan Compensation” and “All Other Compensation” and the restricted stock unit award (if any) for the three-year performance cycle ending in that year, consistent with the way the P&O Committee analyzes Mr. Cook’s compensation. For 2016, Mr. Cook’s total direct compensation also included the relative performance award, paid in the form of performance-based restricted stock units, that was granted in February 2017.


Additional Compensation Program Highlights
Highlighted below are compensation practices Colgate has implemented to drive Company performance and to align the interests of the Company’s executives with its stockholders.

What We Do

    

What We Don’t Do

Pay for Performance. Colgate’s executive compensation is tied to performance with clearly articulated financial 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. Colgate regularly benchmarks its compensation programs and designs 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. Colgate maintains 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. Colgate’s clawback policy permits recoupment of cash and equity-based incentive awards made to an officer subject to the policy if the financial results on which such awards were based are subsequently restated and such officer’s intentional misconduct contributed to the restatement.
Perquisites are Insignificant. Executive perquisites represent approximately 1% or less of the total compensation for each Named Officer reflected in the Summary Compensation Table, not including relocation expenses paid in connection with an executive’s relocation at the Company’s request.
Incentives Do Not Encourage Excessive Risk-Taking. The Company’s 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, the Company utilizes multiple performance measures for annual and long-term incentives.
No Executive Officer Employment Agreements. The Company does not have employment agreements with its 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. Colgate’s hedging policy prohibits Colgate’s 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, Colgate’s pledging policy prohibits Colgate’s directors and officers from pledging Colgate stock to prevent forced sales of Colgate stock by Colgate’s directors and officers.
No Backdating or Repricing of Stock Options. The Company makes 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 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 are the responsibility of the executives. In addition, the Company’s Severance Plan does not provide for tax gross-ups on severance payments.
No Single Trigger Severance Payments Under the Company’s 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.

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Compensation Philosophy
Colgate believes that people are the most important driver of its business success and, accordingly, views compensation as an important tool to motivate leaders at all levels of the organization. Outlined below are the principles underlying Colgate’s 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.

Colgate does not guarantee minimum base salaries, bonuses or levels of equity or other incentives for its Named Officers, through employment agreements or otherwise.

 
DRIVE STRONG BUSINESS RESULTS          

Selecting performance measures, such as organic sales 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 Colgate’s annual and long-term operating goals, the achievement of which the Named Officers have the ability to influence, motivates the Named Officers to achieve strong and sustained business results.

 
FOCUS ON LONG-TERM SHAREHOLDER RETURN          

As illustrated by the graphic on page 38, Colgate’s long-term incentive award program has a three-year performance period followed by an additional three-year vesting period, driving a focus on long-term results.

A significant portion of the Named Officers’ total compensation is paid in equity (approximately 45-70% in 2018), aligning the interests of the Named Officers with those of stockholders.

If Colgate’s three-year total shareholder return is in the top third when compared to a defined peer group, the number of performance-based restricted stock units granted to the Named Officers through the long-term incentive award program increases, directly tying a portion of the Named Officers’ compensation opportunity to relative shareholder return.

Colgate’s use of stock options, which provide value only to the extent that the Company’s 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 maintain significant levels of stock ownership, further strengthening the focus on long-term shareholder return.

 
ATTRACT, MOTIVATE AND RETAIN HIGH-QUALITY TALENT          

Colgate regularly benchmarks its compensation programs and designs the programs to compensate executives at the median level, with above-median payouts for superior performance and below-median payouts for performance below expectations.

To promote equal pay and fairness, Colgate’s 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.

Colgate rewards executives for strong performance, including by increasing the number of performance-based restricted stock units granted based on total shareholder return when Colgate outperforms its peers.

The P&O Committee devotes substantial time and attention throughout each year to executive compensation matters to ensure that compensation is aligned with the Company’s performance and the best interests of stockholders. The Company’s compensation programs reflect its longstanding strategic initiatives, balancing 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

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to ensure that Colgate’s compensation is effective in attracting, retaining and motivating high-quality talent, is supported by underlying performance and is reasonable relative to the Company’s 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.

Prior to the enactment of the Tax Cuts and Jobs Act (the “TCJA” or “U.S. tax reform”) in December 2017, in designing its compensation programs, the Company sought to preserve tax deductibility under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), to the extent possible, taking into account the primary objectives of the compensation programs outlined above. Of the incentive compensation components currently awarded by the Company, the annual incentive, stock option and performance-based restricted stock unit awards were all historically generally deductible under Section 162(m). The P&O Committee reserves the flexibility to approve compensation arrangements that are not fully tax deductible by the Company.

For taxable years beginning after December 31, 2017, the deductibility exemption for performance-based compensation under Section 162(m) was eliminated pursuant to the TCJA. As a result, compensation in excess of $1 million paid to covered executive officers generally will not be deductible unless the compensation qualifies for certain transition relief under the TCJA. Due to the uncertainty of the application of Section 162(m) as a result of the TCJA, there is no assurance that compensation intended to satisfy the requirements for exemption under Section 162(m) will in fact be deductible and, based on current regulations, the Company expects awards granted in 2018 and 2019 in respect of performance in 2018 to not be deductible.

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

Compensation-Setting Process
Role of the P&O Committee

The P&O Committee oversees the Company’s executive compensation programs. The P&O Committee does not delegate any of its responsibilities regarding the consideration and determination of executive compensation.

The P&O Committee:

Recommends and approves, with the participation and concurrence of the other independent directors, the CEO’s performance goals and compensation; the CEO plays no role in setting his own compensation;
Reviews and approves the performance goals and compensation recommended by the Global Human Resources function of the Company and the CEO for other executive officers of the Company;
References tally sheets that summarize all material components of compensation in reviewing and approving compensation for executive officers; and
Approves the peer group companies used as a reference point in designing the Company’s compensation programs and in setting compensation levels.

Role of the Independent Compensation Consultant

The P&O Committee has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. FW Cook is actively involved in advising the P&O Committee on compensation decisions.

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

Regularly reviews the Company’s executive compensation programs with the P&O Committee;
Advises the P&O Committee on the setting of target compensation levels, the design of the Company’s variable incentive plans and the setting of performance goals;
Helps the P&O Committee ensure there is a strong positive relationship between earned compensation and performance, as measured by operating results and changes in shareholder value; and
Provides observations and recommendations about the peer group companies used as a reference point in designing the Company’s compensation programs and in setting compensation levels.

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2018 CEO Compensation Review
In 2018, the P&O Committee worked with FW Cook to determine the appropriate target level of direct compensation for Mr. Cook, based on his individual performance, including his leadership, and overall Company performance. Following this review, which also took into account Colgate’s compensation philosophy, competitive data from the Comparison Group and market trends, the P&O Committee determined in March 2018 to maintain Mr. Cook’s overall target direct compensation (salary and annual and long-term incentives) for 2018 between the median and the 75th percentile of the Comparison Group, with the possibility of above-target compensation based on superior performance and below-target compensation if performance fell below expectations. In addition, the P&O Committee decided to set the cash portion of Mr. Cook’s target direct compensation (salary and annual bonus combined) near the median and the long-term equity incentive portion (stock options and performance-based restricted stock units) above the median to ensure a strong link between pay and long-term performance. The P&O Committee also determined to have the variable portion of Mr. Cook’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 determinations, in March 2018 the P&O Committee determined to increase Mr. Cook’s salary by 3.0%, consistent with market trends and the salary increases for other Company executives. This salary increase also had the effect of increasing Mr. Cook’s annual bonus opportunity because that opportunity is expressed as a percentage of base salary, 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 that a modest salary increase was warranted based on Mr. Cook’s sustained leadership and was consistent with its compensation philosophy of targeting the cash portion of his target direct compensation near the median relative to the Comparison Group. The P&O Committee determined not to make any changes to the long-term equity incentive portion of Mr. Cook’s target direct compensation, maintaining the long-term equity incentive portion of Mr. Cook’s target direct compensation above the median of the Comparison Group, 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 the Company’s absolute and relative stock price performance.

Comparison Group
Colgate uses 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 its 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 the Company’s compensation programs are reasonable and competitive in light of compensation levels at similarly situated companies. The P&O Committee also reviews Colgate’s performance against the Comparison Group for purposes of making awards that are based on relative performance measures, such as the portion of the long-term incentive award opportunity based on relative shareholder return.

The Comparison Group is selected to include companies of similar size and complexity to the Company (including the Company’s substantial international operations) and to represent both the market for executive talent in which the Company competes as well as the Company’s 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 the Company in terms of overall size or performance against relevant measures. The Company’s revenues and market capitalization are at the 34th and 53rd 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 2018, the P&O Committee determined not to make any changes to the Comparison Group, so it remained unchanged from 2017 and consisted of the following 15 companies:

COMPARISON GROUP*

Campbell Soup Company
     
General Mills, Inc.
     
Mondēlez International, Inc.
The Clorox Company
Johnson & Johnson
PepsiCo, Inc.
The Coca-Cola Company
Kellogg Company
The Procter & Gamble Company
Conagra Brands, Inc.
Kimberly-Clark Corporation
Reckitt Benckiser Group plc
The Estée Lauder Companies Inc.
The Kraft Heinz Company
Unilever N.V.
* Prior to 2017, the Comparison Group also included Avon Products, Inc. (“Avon”). Avon was removed from the Comparison Group in 2017 due to the changes to Avon’s corporate structure in 2016.

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Compensation data are collected for these companies for all of the Company’s 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.

The Company’s average adjusted earnings-per-share growth, net sales growth, organic sales growth, total shareholder return, operating cash flow as a percentage of sales, return on sales, return on invested capital and CEO total direct compensation relative to the Comparison Group during the three-year period from 2016 to 2018 were as follows:

COLGATE’S PERCENTILE RELATIVE TO COMPARISON GROUP FOR 2016-2018


The above percentiles reflect peer company data available as of March 18, 2019. Adjusted earnings-per-share growth and organic sales growth as used in this section reflect the adjustments described in Annex A to Colgate’s earnings-per-share growth and net sales growth, respectively, and comparable adjustments to peer companies’ earnings-per-share growth and net sales growth.

Compensation Components
Compensation Mix
Colgate’s executive compensation programs consist of the following three primary components:

Base salary       Annual incentives       Long-term incentives
Payable in the form of cash bonuses Payable in the form of stock options and performance-based restricted stock units

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 the Company’s Common Stock. Accordingly, as the following chart illustrates, base salaries for the Named Officers other than the CEO 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. Cook represented approximately 10% of the three components noted above and incentive compensation represented approximately 90% at target. The target compensation mix for Mr. Cook reflects the P&O Committee’s belief that a larger portion of his compensation should be variable and tied to the Company’s financial and stock price performance.

NAMED OFFICERS’ TARGET COMPENSATION MIX
(%)



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The target mix between annual incentive pay and long-term incentives is determined based on competitive practice and Colgate’s 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 performance-based restricted stock units because the two types of awards serve different but complementary purposes. Stock options provide value only to the extent that the Company’s stock price appreciates, thereby providing an effective link to changes in shareholder value that aligns the interests of stockholders and executives. Performance-based restricted stock units provide value based on the Company’s long-term performance relative to its objectives, creating a strong link between compensation and the achievement of the Company’s long-term financial goals. The Company’s 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, the Company provides its executive officers, including the Named Officers, with limited perquisites that represent approximately 1% or less of the total compensation for each Named Officer shown in the Summary Compensation Table, not including relocation expenses paid in connection with an executive’s relocation at the Company’s request. For the Named Officers, such perquisites consist primarily of an annual allowance of up to $11,500 to be used for legal, financial or tax counseling, an annual physical exam and, in the case of Messrs. Cook and Wallace, the use of a Company car and driver. The Company implemented the allowance plan, which is 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. For more information on perquisites provided to the Named Officers in 2018, see note 6 to the Summary Compensation Table. Any personal income taxes due as a result of these perquisites 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 46 to 49 and 51 to 55. The Company’s retirement programs are designed to provide the Company’s long-serving, retiring employees with competitive replacement income based on then-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. Pension benefits for the Named Officers other than Messrs. Jakobsen and Wallace are calculated based on a formula available to salaried employees who were employed by the Company on June 30, 1989 and made a one-time election to participate in a final average earnings formula as described in “Retirement Plans.” Mr. Wallace’s pension benefit is determined under the PRA formula as described in “Retirement Plans.” Mr. Jakobsen is not a participant in the Colgate-Palmolive Company Employees’ Retirement Income Plan described in “Retirement Plans” and instead participates only in the Company’s defined contribution plans. The Company’s 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 the success of the Company and long-tenured exceptional performers. 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:

Colgate’s annual salary budget guidelines;
Company or business unit performance, as applicable;
Assumption of new responsibilities;
Data from the Comparison Group; and

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Individual performance, elements of which include:
the individual’s ability to translate the Company’s key priorities into specific strategies applicable to his or her function, to communicate those strategies clearly and effectively and, working with his or her team, to deliver results against those strategies to help the Company achieve its performance objectives and strategic initiatives; and
other performance measures, such as the successful launch of innovative new products, increases in market share of Colgate products, geographic expansion and increases in productivity.

The Named Officers are experienced executives with long tenure at the Company. In 2018, salaries for the Named Officers other than Mr. Cook ranged between approximately the 30th and 94th percentiles of salaries for similar jobs in the Comparison Group based on the most recent data available to the Company, reflecting the Named Officers’ respective lengths of tenure in their current positions. Messrs. Jakobsen and Wallace each received a promotion during 2018. The increases in their salaries in 2018 were the result of these promotions and the assumption of new responsibilities. Mr. Cook’s salary for 2018 was increased by 2.9%. His salary is near the median for CEOs in the Comparison Group.

Annual Incentives
Award Opportunities
Annual incentive awards are awarded under the stockholder-approved Colgate-Palmolive Company 2013 Incentive Compensation Plan (the “2013 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 audited financial results available early in the following year based on achievement against the designated goals. 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 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 is intended to ensure that the executives who are most responsible for managing the Company and establishing its strategic plan are held most accountable to stockholders. For 2018, the Named Officers’ assigned award opportunities and award maximums, which are equal to 150% of the assigned award opportunities, were as follows:

      Assigned Award Opportunity       Maximum Award Opportunity*
Ian Cook 160% of base salary 240% of base salary
Dennis J. Hickey 100% of base salary 150% of base salary
Henning I. Jakobsen 65% of base salary 97.5% of base salary
Noel R. Wallace 86.5% of base salary 129.75% of base salary
Franck J. Moison 75% of base salary 112.5% of base salary
P. Justin Skala 75% of base salary 112.5% of base salary
* The adjustment for organic sales (described below) is made irrespective of these maximums.

The formula-driven bonus award calculations for 2018 for all of the Named Officers were subject to a 10% adjustment, up or down, based on performance against the pre-established organic sales growth measure discussed below. The annual cash bonuses for 2018 for all of the Named Officers also were subject to a 10% downward adjustment if certain key global ethics and compliance objectives were not met. These ethics and compliance objectives were achieved in 2018.

Performance Measures and Bonus Payouts
Base Business Earnings Per Share and Free Cash Flow Productivity are the primary performance measures for annual cash bonuses for all of the Named Officers, including the CEO. Additionally, annual cash bonuses are adjusted (downward or upward) based on organic sales growth performance. The earnings-per-share measure was selected to create a strong focus on the Company’s overall profit goal and its underlying drivers of sales, cost control and financial efficiency. The free cash flow productivity measure was selected to emphasize the importance of the Company’s ability to generate cash to satisfy current and future obligations, reinvest in business-building activities and return value to stockholders. The organic sales growth measure was selected because it reflects the underlying momentum of the Company’s business.

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The earnings-per-share measure is adjusted for the effects of the following, as applicable: accounting changes, restructuring charges, gains or losses on the sales of businesses 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 Colgate’s public filings in which the impact of these items is discussed separately.

The free cash flow productivity measure is calculated by dividing the Company’s 2018 free cash flow before dividends by the Company’s 2018 net income, in each case as reported in the Company’s 2018 audited financial results. Free cash flow before dividends is defined by the Company as net cash provided by operations less capital expenditures.

The P&O Committee established targets in March 2018 based on the Company’s 2018 business strategy to continue to increase advertising investment to drive organic sales growth and to increase operating cash flow, gross margin expansion and adjusted earnings-per-share growth on a dollar basis. 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.

Annual bonus awards were calculated based on the weighted average performance of Base Business Earnings Per Share and Free Cash Flow Productivity against the goals. The Base Business Earnings Per Share measure was weighted 75% and the Free Cash Flow Productivity measure was weighted 25%. In 2018, the performance required to receive threshold, target and maximum payouts for each of those two components, and the payout relative to the Comparison Group that performance at each level would represent for the Named Officers, were as follows:

If Base Business Earnings Per Share was less than $3.02 or Free Cash Flow Productivity was less than 85%, no annual bonus would be paid with respect to that component.

Calculated annual bonus awards for the Named Officers are adjusted up or down based on organic sales growth performance. If Colgate’s organic sales growth in 2018 over the prior year was greater than or equal to 5.0%, bonuses would increase by 10% (irrespective of the maximum opportunities discussed above), or would decrease by 10% if Colgate’s organic sales growth was less than or equal to 1.0%. For organic sales growth between 1.0% and 5.0%, the award modifier would be interpolated on a linear basis. The organic sales growth range of 1.0% to 5.0% represents a decrease from the range of 2.0% to 6.0% organic sales growth used in 2017. The decision to decrease the organic sales growth range used for compensation purposes was made to align with the Company’s publicly announced longer-term outlook for organic sales growth, which also was adjusted downward in 2018 based on the slowing of growth rates in the categories in which the Company competes.

Colgate’s Base Business Earnings Per Share was $2.97 and Free Cash Flow Productivity was 102.4% in 2018 and, consequently, the P&O Committee approved bonus awards for the Named Officers at 31.0% of the assigned award opportunities (prior to application of the organic sales growth modifier). Colgate’s organic sales growth in 2018 was 0.7%. Based on achieving this level of organic sales growth, the modifier described above decreased the annual bonus for each of the Named Officers by 10%. Therefore, the annual cash bonus for each Named Officer represented 27.9% of their assigned award opportunity.

The annual cash bonus for Mr. Hickey equaled 27.9% of salary, for Mr. Jakobsen equaled 18.1% of salary, for Mr. Wallace equaled 24.1% of salary and for Messrs. Moison and Skala equaled 20.9% of their respective salaries. These awards were paid at approximately the 12th to the 17th percentile of annual bonuses for similar jobs in the Comparison Group, based on the most recent data available to the Company. Mr. Cook earned an annual cash bonus equal to 44.6% of salary, which represented a payout at approximately the 18th percentile of annual bonuses for CEOs in the Comparison Group, based on the most recent data available to the Company.

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Long-term Incentives
Overview
Colgate’s long-term incentive compensation is designed to focus the Named Officers and other Colgate executives on increasing shareholder value and to reward their contribution to the long-term growth and performance of the Company. Colgate uses two types of long-term incentives for the Named Officers, both paid in the form of equity: stock options and performance-based restricted stock units. Stock options and performance-based restricted stock units are used to balance and support all of the key principles discussed on page 30. Because their value is solely dependent on appreciation in share 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 performance-based restricted stock units 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 vesting requirements, all of Colgate’s long-term incentives support the goal of retaining the Named Officers and other key executives.

Consistent with Colgate’s longstanding practice of encouraging stock ownership throughout the organization to reward employees for the long-term value they create and to create common interests between management and stockholders, long-term equity grants are the largest component of target direct compensation for the Named Officers. With the exception of Mr. Cook, whose long-term incentives are targeted above the median as described on page 32, in general, following a review of the practices of the Comparison Group, long-term incentives are targeted at the median of the Comparison Group, with above-median awards available based on superior performance.

In 2018, Colgate’s annual stock option and restricted stock unit utilization for all awards was 0.82% of outstanding stock, placing it at the 63rd percentile of the Comparison Group based on available market data. Because Colgate uses 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, its utilization rate will generally be above the median of the Comparison Group.

Equity Grant Process and Policies
The Company makes 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 the Company’s Common Stock on the date of grant.

Stock Options
Overview
Stock options are granted under the stockholder-approved 2013 Plan. 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 beginning on page 34.) 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 2018, stock option grants to Colgate’s Named Officers were at the guideline award level except for Mr. Wallace, whose award was 20% below the guideline award level due to his mid-year promotion. See column (j) of the Grants of Plan-Based Awards Table for the number of stock options granted to the Named Officers in 2018. Mr. Cook’s award for 2018 was 531,857 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 the Company’s Common Stock on the date of grant and the term of the stock options is six years. Unvested stock options are forfeited if the recipient terminates his employment with the Company, 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 53.

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Performance-Based Restricted Stock Unit Awards
Award Opportunities
Performance-based restricted stock unit awards are made to executive officers, including the Named Officers, under the stockholder-approved 2013 Plan.

Each year, at the beginning of a three-year measurement cycle, the P&O Committee approves a set of performance goals and assigns each Named Officer a restricted stock unit award opportunity expressed in dollars. The Named Officers are also eligible to receive an increase to the number of performance-based restricted stock units equal in value to 25% of their assigned award opportunities based on total shareholder return versus a defined peer group. At the conclusion of each three-year cycle, actual performance is measured against the pre-established performance goals to determine the award value. The award value is calculated in dollars and then converted into restricted stock units by dividing the dollar value by the share price on the grant date. The P&O Committee has discretion to adjust the calculated awards downward, but not upward. As illustrated by the below graphic, awards are made in the form of restricted stock units, which are subject to an additional three-year vesting period after they are granted, during which time the recipient must remain employed by the Company unless he is eligible for retirement. At the conclusion of the vesting period, shares of Common Stock are delivered in respect of the restricted stock units.

SIX YEAR LONG TERM INCENTIVES TIMELINE

The combination of this additional three-year vesting period with the original three-year performance period underscores the Company’s focus on long-term results, alignment of interests between executives and stockholders and retention of executive talent.

As noted above, assigned award opportunities are expressed in dollars. For the 2016-2018 measurement cycle, Mr. Cook’s assigned award opportunity was $4,208,000 and the assigned award opportunity for the other Named Officers ranged from $727,000 to $1,250,000. Depending upon performance against the pre-established measures discussed below, including the measure based on total shareholder return versus peers, actual award payouts range from zero, if performance falls below a certain level, to a maximum of two times the assigned award opportunity.

Performance Measures and Award Payouts
The performance measures used for the 2016-2018 performance cycle are compounded annual growth in organic sales and Currency Neutral Earnings Per Share, weighted equally, over the three-year measurement period. The two measures of organic sales growth and currency-neutral earnings-per-share growth were chosen based on the Company’s view that together they reflect the underlying momentum and strong fundamentals of the Company’s business and its ability to generate funds to reinvest in business-building activities and return value to stockholders. Currency-neutral measures were selected for the long-term incentive award program to create a strong focus on driving local growth and profitability despite potential currency fluctuations, which can be difficult to forecast multiple years in advance and are largely outside the control of those running the business day-to-day. The earnings-per-share measure is adjusted for the effects of the following, as applicable: accounting changes, restructuring charges, gains or losses on the sales of businesses and certain other unusual, non-recurring items.

For the 2016-2018 performance cycle, “Currency Neutral Earnings Per Share” excludes charges resulting from the Company’s Global Growth and Efficiency Program, U.S. tax reform, the change in accounting for Venezuela, the effective devaluations of the Venezuelan bolivar and the Argentine peso and certain litigation matters, charges and benefits from tax matters, gains on the sale of the land in Mexico and on the sale of the Company’s laundry detergent business in the South Pacific and benefits from the change in accounting for income taxes related to stock-based compensation. Currency Neutral Earnings Per Share for each year in the 2016-2018 performance cycle was also adjusted to eliminate the impact of period-over-period changes in foreign exchange rates in the translation of local currency results into United States dollars by translating 2018, 2017 and 2016 local currency quarterly results into United States dollars using average rates of foreign exchange for the comparable quarter in 2017, 2016 and 2015, respectively, and aggregating the results for each quarter. Currency Neutral Earnings Per Share growth for each year is calculated as the percentage increase in Currency Neutral Earnings Per Share versus adjusted earnings per share on a dollar basis for the preceding year.

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2016-2018 PROFITABLE GROWTH MATRIX (CONDENSED)

A “Profitable Growth Matrix,” approved by the P&O Committee at the beginning of each performance cycle, sets forth the percentage of the assigned award opportunity that will be paid for various levels of compounded annual growth in organic sales and Currency Neutral Earnings Per Share over the three-year measurement period. The payout levels reflected in the Profitable Growth Matrix are selected to support the organic sales and currency-neutral earnings-per-share goals that the Company has set for itself in its multi-year strategic plan.

A condensed version of the Profitable Growth Matrix for the 2016-2018 performance cycle showing the percentage of the assigned award opportunity that would be paid for performance at various levels for each of those two measures, including the threshold, target and maximum, is shown to the right.

For the 2016-2018 performance cycle, compounded annual growth in organic sales was 1.8% and compounded annual growth in Currency Neutral Earnings Per Share was 4.5%, which resulted in a payout of 0% based on the Profitable Growth Matrix.

The Named Officers are also eligible to receive an increase in the number of performance-based restricted stock units awarded based on total shareholder return versus peers over the same three-year period, which adds a relative performance measure. If the Company’s total shareholder return, defined as stock price appreciation plus dividends accrued, during the period is in the top third when compared with the total shareholder return of the companies making up the Comparison Group plus Avon, which as discussed on page 32 was included in the Comparison Group at the time the P&O Committee established the performance measures for the 2016-2018 performance cycle in March 2016, additional performance-based restricted stock units equal in value to 25% of an individual’s assigned award opportunity will be granted. For the 2016-2018 cycle, the Company’s total shareholder return of -4.2% was not in the top third when compared to the Comparison Group plus Avon, so the Named Officers did not receive any additional performance-based restricted stock units.

Given the Company’s performance in terms of compounded annual growth in organic sales and Currency Neutral Earnings Per Share and total shareholder return for the 2016-2018 performance cycle, as set forth above, the Named Officers did not receive restricted stock unit awards for the 2016-2018 performance cycle.

Since payouts for the 2016-2018 cycle were determined in February 2019, after results for the 2016-2018 period were known, they are not shown in column (e) (“Stock Awards”) of the Summary Compensation Table, which reflects awards granted during 2018, 2017 and 2016.

Restricted Stock Unit Terms
To the extent earned, the restricted stock units granted under the long-term incentive program vest and are distributed as shares of Common Stock three years from the date of the award. Awards are forfeited if the recipient terminates his or her employment with the Company, other than through retirement, death or disability, prior to the end of the three-year vesting period. For more information regarding the effect of various types of termination on the vesting of outstanding equity awards, including restricted stock unit awards, see page 53. Recipients of restricted stock unit awards do not have voting rights or receive dividends until the awards vest. During the three-year vesting period, since the performance goals for the applicable measurement cycle have been met, even though the award is subject to a further vesting requirement, dividend equivalents in the form of additional restricted stock units accrue at the same rate that dividends are paid on the Company’s Common Stock, to be distributed as shares together with the underlying award.

Compensation Governance Features
Stock Ownership Guidelines
To further align the interests of the Company’s officers with those of its 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 of the Company 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. Compliance with these guidelines is evaluated on an annual basis. All of the Named Officers are in compliance with this policy.

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Hedging and Pledging of Company Stock
Colgate’s Board has adopted policies that prohibit Colgate’s directors, officers and employees who receive stock-based compensation from engaging in transactions to hedge against declines in the value of Colgate’s stock and that prohibit directors and officers from pledging Colgate stock. During 2018, all of the Named Officers were in compliance with these policies.

Clawback Policy
Colgate’s Board has adopted a policy that permits Colgate to recoup cash and equity-based incentive awards made to Colgate’s executive officers if the financial results on which such awards were based are subsequently restated and the executive officer’s intentional misconduct contributed to the restatement.

Advisory Vote on Executive Compensation
The Company’s executive compensation program received substantial stockholder support and was approved, on an advisory basis, by 91.9% of stockholders voting on the proposal at the 2018 Annual Meeting of Stockholders. The P&O Committee reviewed the overall vote results and the votes of the Company’s top 30 institutional investors who were required to report their voting records, all but one of which voted in favor of the advisory vote on executive compensation. The P&O Committee believes that these results reflect the stockholders’ support for the compensation decisions made by the P&O Committee for the Company’s Named Officers.

Following the 2018 Annual Meeting of Stockholders, members of Colgate management engaged with the institutional investor that did not vote in favor of the advisory vote on executive compensation in order to understand its voting decision. The investor indicated it did not have concerns about the design of the Company’s executive compensation program. See page 23 for further information regarding the Company’s stockholder engagement efforts.

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, as demonstrated by the compensation awarded to the Named Officers in 2018.

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 the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 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, Helene D. Gayle, C. Martin Harris and Stephen I. Sadove.

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Summary Compensation Table
The following table shows the compensation of the Company’s Chairman and Chief Executive Officer, current Chief Financial Officer, former Chief Financial Officer and three other most highly compensated executive officers (the “Named Officers”) for 2018, 2017 and 2016, as applicable.

Name and Principal Position
(a)
  Year
(b)
  Salary
($)
(c)
  Bonus
($)
(d)
(1)
  Stock
Awards
($)
(e)
(2)
  Option
Awards
($)
(f)
(3)
   Non-Equity
Incentive Plan
Compensation
($)
(g)
(4)
  Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
(h)
(5)
  All Other
Compensation
($)
(i)
(6)
  Total
($)
(j)
Ian Cook
Chairman and Chief
Executive Officer
2018 1,389,825 2,266,292 5,042,004 624,960 1,912,618 315,629 11,551,328
2017 1,359,300 4,208,019 5,042,004 2,742,306 1,804,356 193,513 15,349,498
2016 1,346,533 3,096,019 5,343,886 2,939,024 1,702,223 262,621 14,690,306
Dennis J. Hickey
Retired Vice Chairman
(Former Chief Financial
Officer)(7)
2018 1,000,700 603,661 1,114,004 281,176 8,371 449,189 3,457,101
2017 970,200 1,128,436 1,114,005 1,234,925 1,596,361 324,101 6,368,028
2016 942,867 828,755 1,231,718 1,286,215 2,065,183 398,631 6,753,369
Henning I. Jakobsen
Chief Financial Officer(8)
2018 662,979 215,797 727,059 132,386 134,662 1,872,883
Noel R. Wallace
President and Chief
Operating Officer
2018 891,085 425,540 1,000,007 229,158 33,386 227,214 2,806,390
2017 820,533 876,010 825,508 783,340 33,877 166,363 3,505,631
2016 787,083 1,167,569 (9) 3,073,487 761,486 34,735 185,873 6,010,233
Franck J. Moison
Retired Vice Chairman(10)
2018 995,388 603,661 1,114,004 209,763 2,881 387,289 3,312,986
2017 965,033 1,128,436 1,114,005 921,320 227,656 291,044 4,647,494
2016 937,800 828,755 1,195,965 959,492 660,323 347,648 4,929,983
P. Justin Skala
Executive Vice President,
Chief Growth and
Strategy Officer
2018 846,315 425,540 825,509 178,348 3,031 326,105 2,604,848
2017 820,533 876,010 825,508 783,340 578,656 282,036 4,166,083
2016 787,083 1,167,569 (9) 3,000,003 761,486 757,773 267,049 6,740,963

NOTES TO THE SUMMARY COMPENSATION TABLE

(1)

Bonus. Cash bonuses are awarded based on specific pre-established performance measures and therefore are reported in column (g) under Non-Equity Incentive Plan Compensation.

(2)

Stock Awards. This column reflects the aggregate grant date fair value of performance-based restricted stock unit awards made to the Named Officers in the years reported under the stockholder-approved 2013 Plan based on one or more pre-established performance measures. Since the awards are granted in the year following the conclusion of the three-year performance cycle, after results for the performance cycle are known, the amounts shown in this column for 2018, 2017 and 2016 reflect payouts for the 2015-2017, 2014-2016 and 2013-2015 performance cycles, respectively. The value of restricted stock unit awards is based on the fair market value (which, except as described in note 9 to this table, was the closing stock price) of the Company’s Common Stock on the date of grant. For more information regarding these awards and the programs under which they were made, including the terms and conditions and applicable performance measures, see pages 38 to 39 of the CD&A and the Grants of Plan-Based Awards Table.

(3)

Option Awards. This column reflects the aggregate grant date fair value of stock option awards granted to each of the Named Officers in the years reported under the stockholder-approved 2013 Plan. The estimated value of stock options is calculated using the Black-Scholes model. For a description of the assumptions used to calculate the amounts, see Note 8 (“Capital Stock and Stock-Based Compensation Plans”) to the Company’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2018. For more information regarding these awards, including their terms and conditions, see page 37 of the CD&A and the Grants of Plan-Based Awards Table.

(4)

Non-Equity Incentive Plan Compensation. This column reflects the cash bonuses earned by the Named Officers under the stockholder-approved 2013 Plan based on one or more pre-established performance measures, as discussed more fully on pages 35 to 36 of the CD&A. These bonuses were awarded and paid after audited financial results for the years for which performance was measured were known early in the following year. For 2018, the performance measures were adjusted earnings per share on a dollar basis, free cash flow before dividends as a percentage of net income and growth in organic sales. See the Grants of Plan-Based Awards Table for more information regarding 2018 bonuses.

(5)

Change in Pension Value. This column reflects (i) the aggregate change in the actuarial present value of each Named Officer’s accumulated benefit under the Colgate-Palmolive Company Employees’ Retirement Income Plan (the “Retirement Plan”) and the Colgate-Palmolive Company Supplemental Salaried Employees’ Retirement Plan (the “Supplemental Retirement Plan”) from December 31, 2017 to December 31, 2018, December 31, 2016 to December 31, 2017 and December 31, 2015 to December 31, 2016, as applicable; and (ii) for the Named Officers other than Mr. Cook and Mr. Jakobsen, above-market interest earned during those periods under the Colgate-Palmolive Company Supplemental Savings and Investment Plan (the “Supplemental Savings & Investment Plan”), as described on page 50. For Messrs. Cook, Hickey, Moison and Skala, whose Retirement Plan and Supplemental Retirement Plan benefits are calculated under the final average earnings formula discussed on page 47, the year-over-year actuarial present value changes are attributable to changes in the discount rate, compensation and mortality assumptions. The discount rates used to determine the present value of the benefits as of December 31, 2018, December 31, 2017, December 31, 2016 and December 31, 2015 were 4.38%, 3.73%, 4.27% and 4.93%, respectively. For more information about the discount rate and how it is calculated, see “Critical Accounting Policies and Use of Estimates” and Note 10 (“Retirement Plans and Other Retiree Benefits”) to the Company’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2018. The mortality assumptions reflect the Society of Actuaries’ Retirement Plan Experience Committee’s mortality improvement scale published in 2016. For Mr. Cook, the aggregate


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benefits payable under the Retirement Plan and the Supplemental Retirement Plan are limited by application of the cap described under “Retirement Plans.” For Mr. Wallace, whose Retirement Plan and Supplemental Retirement Plan benefits are calculated under the PRA formula discussed on page 48, the year-over-year actuarial present value changes reflect additional interest credited to his plan accounts. Mr. Jakobsen is not a participant in the Retirement Plan or Supplemental Retirement Plan and instead participates only in the Company’s defined contribution plans so no amounts are shown for him in this column. The aggregate changes in the actuarial present value of the Retirement Plan and Supplemental Retirement Plan benefits during 2018 reflected in this column were as follows: Mr. Cook—$1,912,618 and Mr. Wallace—$29,987. For Messrs. Hickey, Moison and Skala, a change of $0 is reflected in this column for 2018, since their actuarial present values decreased by $95,077, $1,004,516 and $270,496, respectively, during 2018. The values decreased primarily as a result of the higher discount rate. As noted above, this column also includes the following amounts of above-market interest earned under the Company’s Supplemental Savings & Investment Plan: Mr. Hickey—$8,371; Mr. Wallace—$3,399; Mr. Moison—$2,881; and Mr. Skala—$3,031.

(6)

All Other Compensation. The amounts shown in this column are paid pursuant to programs available either to all U.S. employees generally or to a broad group of management employees, except as specifically noted in the footnotes below. The dollar amounts paid under each such program and the value of perquisites and other personal benefits granted to the Named Officers in 2018 were:


      Named Officer Company
Contributions
to Savings &
Investment
401(k) Plan
($)
(a)        Company
Allocations to
Supplemental
Savings &
Investment
Plan
($)
(b)        Value of
Company-
Paid Life
Insurance
Premiums
($)
      Perquisites
and Other
Personal
Benefits
($)
(c) 
Ian Cook 17,878 174,877 2,550 120,324
Dennis J. Hickey 59,127 376,012 2,550 11,500
Henning I. Jakobsen 31,627 36,936 1,035 65,064
Noel R. Wallace 41,253 165,652 2,417 17,892
Franck J. Moison 59,128 314,111 2,550 11,500
P. Justin Skala 59,128 252,397 2,401 12,179
(a)

This column reflects Company contributions to the Named Officers’ accounts under the Colgate-Palmolive Company Employees Savings and Investment Plan (the “Savings & Investment Plan”), a broad-based employee stock ownership and 401(k) plan available generally to all U.S. employees. These contributions are made in the form of shares of Common Stock pursuant to the following programs: profit-sharing accounts, bonus savings contributions and, for all Named Officers except Mr. Cook, retirement contributions. Company matching contributions are made in the same form as employees’ own contributions to the Savings & Investment Plan. The amounts shown represent the value of such contributions at the time of allocation to the Named Officers’ accounts.

(b)

This column reflects Company allocations to the Supplemental Savings & Investment Plan, a plan available to U.S. employees who are not able to receive the full Company matching or retirement contributions under the Savings & Investment Plan due to the Internal Revenue Service (“IRS”) limit on compensation. Amounts allocated by the Company to the Named Officers’ and other employees’ accounts under this plan are equal only to the amount of the Company matching and/or retirement contributions in excess of these IRS limits.

(c)

This column consists of: (i) a predetermined annual allowance available to approximately 700 employees in amounts ranging from a maximum of $11,500 for senior executives including the Named Officers to $2,000 for junior executives; (ii) personal use of a car and driver for Mr. Cook and, starting in December 2018, Mr. Wallace; (iii) annual physical exams for Messrs. Jakobsen, Wallace and Skala; and (iv) $52,550 of relocation expenses for Mr. Jakobsen in connection with his relocation to the United States at the Company’s request.

   

Each of the Named Officers received the predetermined allowance, described in (i) above, of $11,500 during 2018. The predetermined allowance may be used as reimbursement for certain qualified expenditures, namely legal, financial or tax counseling. The Company implemented this allowance plan over 25 years ago to ensure uniformity of treatment for all executives regarding perquisites. The incremental cost to the Company of the personal use of a car and driver by Mr. Cook during 2018 was $108,824 and by Mr. Wallace during December 2018 was $5,713, in each case valued as a proportionate amount of the cost of the annual lease, driver and related operating expenses. Any income taxes due as a result of these perquisites are the responsibility of the Named Officers.

(7)

Mr. Hickey served as Chief Financial Officer until May 4, 2018, when he assumed the role of Vice Chairman, and retired from the Company effective February 28, 2019.

(8)

Mr. Jakobsen was appointed Chief Financial Officer effective May 4, 2018.

(9)

For Messrs. Wallace and Skala, the amounts reported in column (e) of this table for 2016 reflect the grant date fair value of (i) the relative performance-based restricted stock unit awards granted to each of them, along with the other Named Officers, in February 2016 ($564,984 for each of Messrs. Wallace and Skala); and (ii) the performance-based restricted stock unit awards granted to each of them in April 2016 in connection with their promotions ($602,585 for each of Messrs. Wallace and Skala). Since the awards received in connection with their promotions are subject to future performance conditions, the aggregate values at the grant date reflected in column (e) for those awards were based on the probable outcome of those conditions, consistent with applicable accounting guidance. If the highest level of those performance conditions were achieved, resulting in maximum payouts, the aggregate value of these awards at the grant date would have been $753,217 for each of Messrs. Wallace and Skala. For more information regarding these recognition and retention awards and the programs under which they were made, including the terms and conditions and applicable performance measures, see pages 37 to 38 of the Company’s 2017 Proxy Statement.

(10)

Mr. Moison retired from the Company effective December 31, 2018.


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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 restricted stock unit awards that are reflected in the Summary Compensation Table for 2018 and that were granted to the Named Officers either during, or with respect to services rendered in, 2018.

Estimated Possible Payouts
Under Non-Equity Incentive Plan
Awards(1)
 
 
Estimated Possible Payouts
Under Equity Incentive Plan
Awards(2)
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)
(i)
   All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
(j)
(3)
 
   Exercise
or Base
Price of
Option
Awards
($/Sh)
(k)
   Grant
Date Fair
Value of
Stock and
Option
Awards
($)
(l)
(4)
 
Name
(a)
   Grant
Date
(b)
   Threshold
($)
(c)
   Target
($)
(d)
   Maximum
($)
(e)
   Threshold
($)
(f)
   Target
($)
(g)
   Maximum
($)
(h)
  
Ian Cook 2/15/18 41,280 4,128,000 8,256,000 2,266,292
9/13/18 531,857 68.16 5,042,004
2/21/19 252,000 2,240,000 3,696,000
Dennis J. Hickey 2/15/18 10,995 1,099,500 2,199,000 603,661
9/13/18 117,511 68.16 1,114,004
2/21/19 113,378 1,007,800 1,662,870
Henning I. Jakobsen 2/15/18 3,930 393,000 786,000 215,797
9/13/18 76,694 68.16 727,059
2/21/19 53,381 474,500 782,925
Noel R. Wallace 2/15/18 7,750 775,000 1,550,000 425,540
9/13/18 105,486 68.16 1,000,007
2/21/19 92,402 821,354 1,355,234
Franck J. Moison 2/15/18 10,995 1,099,500 2,199,000 603,661
9/13/18 117,511 68.16 1,114,004
2/21/19 84,582 751,838 1,240,532
P. Justin Skala 2/15/18 7,750 775,000 1,550,000 425,540
9/13/18 87,079 68.16 825,509
2/21/19 71,915 639,240 1,054,746

NOTES TO THE GRANTS OF PLAN-BASED AWARDS TABLE

(1) The amounts shown represent the threshold, target and maximum payouts for annual performance-based cash bonuses under the stockholder-approved 2013 Plan with respect to services rendered in 2018. The threshold amounts represent the potential payout if performance against the pre-established performance measures is at the lowest level resulting in an award being paid. The target amounts represent the potential payout if performance against the pre-established performance measures is at target levels. The maximum amounts represent the potential payout if performance against the pre-established performance measures is at maximum levels. The actual amounts awarded are reported in column (g) of the Summary Compensation Table. See pages 35 to 36 of the CD&A for a description of the Company’s annual incentive program, including the above-mentioned performance measures.
(2) The amounts shown represent the dollar value of threshold, target and maximum award opportunities for performance-based restricted stock unit awards granted to the Named Officers in February 2018 pursuant to the stockholder-approved 2013 Plan for the 2015-2017 measurement cycle. As described in more detail on pages 35 to 36 of the Company’s 2018 Proxy Statement, such restricted stock unit awards were granted based on the strength of compounded annual growth in both organic sales and currency-neutral adjusted earnings per share over a three-year measurement period. For the 2015-2017 measurement cycle, compounded annual growth in organic sales and currency-neutral adjusted earnings per share had to be 4% and 10%, respectively, to earn awards at the target level. Award opportunities were expressed in dollars and converted into restricted stock units based on the fair market value of the Company’s Common Stock on the date of grant. Following the completion of the 2015-2017 measurement period, the Named Officers received actual awards in February 2018 in the numbers of restricted stock units listed in the following table, which represented 54.9% of the target award opportunities shown above:
      Named Officer      Number of
Restricted
Stock Units
     Grant Date
Fair Value of
Restricted
Stock Units
($)
Ian Cook 31,821 2,266,292
Dennis J. Hickey 8,476 603,661
Henning I. Jakobsen 3,030 215,797
Noel R. Wallace 5,975 425,540
Franck J. Moison 8,476 603,661
P. Justin Skala 5,975 425,540

The aggregate grant date fair value of such awards is included in column (e) of the Summary Compensation Table. The restricted stock units will vest and be distributed as shares of the Company’s Common Stock in February 2021.

As discussed in the CD&A, performance-based restricted stock unit awards were not granted to the Named Officers in February 2019 following the completion of the 2016-2018 measurement period.

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(3) The amounts shown represent annual stock option awards granted in September 2018 under the stockholder-approved 2013 Plan. The aggregate grant date fair value of such awards is included in column (f) of the Summary Compensation Table. The key terms of the Company’s stock options are as follows: (i) the exercise price is equal to the closing price of the Company’s Common Stock on the date of grant; (ii) the term is six years; and (iii) they vest in equal annual installments over three years.
(4) This column shows the grant date fair value of: (i) the actual restricted stock units granted to the Named Officers for which the estimated payout range is shown in columns (f) through (h) of this table (corresponding to the number of restricted stock units granted in February 2018 and listed in note 2 to this table); and (ii) the stock option awards shown in column (j) of this table. The value of restricted stock units is based on the fair market value of the Company’s Common Stock on the date of grant, which is the closing stock price on the date of grant. The estimated value of stock options is calculated using the Black-Scholes model. For a description of the assumptions used to calculate the amounts, see Note 8 (“Capital Stock and Stock-Based Compensation Plans”) to the Company’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2018.

Outstanding Equity Awards at Fiscal Year-End
The following table contains information about stock options and restricted stock units held by the Named Officers as of December 31, 2018.

Option Awards(1)(2) Stock Awards(1)
Name
(a)
  Option
Grant
Date
  Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(b)
  Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
(c)
(3)
 
  Option
Exercise
Price
($)
(e)
  Option
Expiration
Date
(f)
  Number of
Shares or
Units of
Stock
That
Have Not
Vested
(#)
(g)
(4)(5)
 
  Market
Value
of Shares
or Units
of Stock
That Have
Not Vested
($)
(h)
(6)
 
  Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)
(i)
(7)
 
  Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units or
Other Rights
That Have
Not Vested
($)
(j)
(8)
 
Ian Cook 9/12/13 695,817 59.28 9/12/19 134,098 7,981,513
9/10/14 684,474 64.00 9/10/20
9/10/15 706,483 61.93 9/10/21
9/8/16 439,826 219,913 72.99 9/8/22
9/25/17 200,796 401,594 73.00 9/25/23
9/13/18 531,857 68.16 9/13/24
Dennis J. Hickey 9/12/13 109,561 59.28 9/12/19 (9) 35,881 2,135,637
9/10/14 117,639 64.00 9/10/20 (9)
9/10/15 151,338 61.93 9/10/21 (9)
9/8/16 101,376 50,688 72.99 9/8/22 (9)
9/25/17 44,365 88,730 73.00 9/25/23 (9)
9/13/18 117,511 68.16 9/13/24 (9)
Henning I. Jakobsen 9/12/13 38,434 59.28 9/12/19 10,150 604,128
9/10/14 37,264 64.00 9/10/20
9/10/15 39,355 61.93 9/10/21
9/8/16 23,400 11,700 72.99 9/8/22
9/25/17 11,322 22,646 73.00 9/25/23
9/13/18 76,694 68.16 9/13/24
Noel R. Wallace 9/12/13 92,643 59.28 9/12/19 27,329 1,626,622 5,436 323,551
9/10/14 93,666 64.00 9/10/20
9/10/15 100,279 61.93 9/10/21
4/21/16 252,809 68.98 4/21/22
9/8/16 67,776 33,889 72.99 9/8/22
9/25/17 32,875 65,752 73.00 9/25/23
9/13/18 105,486 68.16 9/13/24
Franck J. Moison 9/12/13 133,692 59.28 9/12/19 (10) 35,725 2,126,352
9/10/14 127,896 64.00 9/10/20 (10)
9/10/15 151,338 61.93 9/10/21 (10)
9/8/16 98,433 49,217 72.99 9/8/22 (10)
9/25/17 44,365 88,730 73.00 9/25/23 (10)
9/13/18 117,511 68.16 9/13/24 (10)
P. Justin Skala 9/12/13 92,643 59.28 9/12/19 25,965 1,545,437 5,436 323,551
9/10/14 93,666 64.00 9/10/20
9/10/15 100,279 61.93 9/10/21
4/21/16 252,809 68.98 4/21/22
9/8/16 61,728 30,865 72.99 9/8/22
9/25/17 32,875 65,752 73.00 9/25/23
9/13/18 87,079 68.16 9/13/24

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NOTES TO THE OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE

(1) For information regarding the treatment of these awards in the event of termination of employment under various circumstances including retirement, see “Executive Severance and Other Termination Benefits—Equity Awards.”
(2) The following table contains information about the aggregate value of stock options held by each of the Named Officers as of December 31, 2018. The values shown are calculated based on the difference between the closing price of the Company’s Common Stock on December 31, 2018 and the applicable exercise prices.
Value of Unexercised
In-the-Money Options
at Fiscal Year-End
      Named Officer       Exercisable
($)
      Unexercisable
($)
Ian Cook 166,996
Dennis J. Hickey 26,295
Henning I. Jakobsen 9,224
Noel R. Wallace 22,234
Franck J. Moison 32,086
P. Justin Skala 22,234
(3) The stock option awards shown in this column vest as follows:
      Named Officer       4/21/19       9/8/19       9/13/19       9/25/19       4/21/20       9/13/20       9/25/20       4/21/21       9/13/21
Ian Cook 219,913 177,285 200,797 177,286 200,797 177,286
Henning I. Jakobsen 11,700 25,564 11,323 25,565 11,323 25,565
Noel R. Wallace 84,269 33,889 35,162 32,876 84,270 35,162 32,876 84,270 35,162
P. Justin Skala 84,269 30,865 29,026 32,876 84,270 29,026 32,876 84,270 29,027
Because Messrs. Hickey and Moison retired from the Company effective February 28, 2019 and December 31, 2018, respectively, all 256,929 of Mr. Hickey’s outstanding stock options vested on March 1, 2019 and all 255,458 of Mr. Moison’s outstanding stock options vested on January 1, 2019.
(4) The amounts shown in this column and in note 5 below also include dividend equivalents in the form of additional restricted stock units that have accrued during the applicable vesting period, rounded down to the nearest whole number. Any accrued fractional restricted stock units are settled in cash and therefore are not included in the amounts shown.
(5) The restricted stock units shown in this column vest as follows:
      Named Officer       2/18/19       9/8/19       2/23/20       9/25/20       2/15/21
Ian Cook 46,838 56,230 31,030
Dennis J. Hickey 12,538 15,079 8,264
Henning I. Jakobsen 1,835 1,604 2,200 1,569 2,942
Noel R. Wallace 8,962 12,273 6,094
Franck J. Moison 12,482 15,012 8,231
P. Justin Skala 8,509 11,654 5,802
(6) The market value of unvested restricted stock units is calculated based on the closing price of the Company’s Common Stock on December 31, 2018.
(7) The restricted stock units shown in this column will vest, subject to achievement of the applicable performance criteria, on April 21, 2021. The amounts shown in this column (and in column (j)) reflect the number of shares each of Messrs. Wallace and Skala will earn if the threshold level of performance is achieved.
(8) The market value of unearned restricted stock units that have not vested is calculated based on the closing price of the Company’s Common Stock on December 31, 2018.
(9) Because Mr. Hickey retired from the Company effective February 28, 2019 and all of his outstanding stock option awards vested on March 1, 2019, his outstanding stock options expire on the earlier of their original expiration date (noted in column (f)) and March 1, 2022.
(10) Because Mr. Moison retired from the Company effective December 31, 2018 and all of his outstanding stock option awards vested on January 1, 2019, his outstanding stock options expire on the earlier of their original expiration date (noted in column (f)) and January 1, 2022.

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Option Exercises and Vesting of Previously Granted Restricted Stock Units
The following table contains information about the number of shares acquired and value realized (including, in the case of restricted stock units, dividend equivalents in the form of additional restricted stock units that accrued during the vesting period) during 2018 upon the exercise or vesting of equity awards previously granted to each of the Named Officers.

Option Awards Stock Awards
Name
(a)
      Number of
Shares Acquired
on Exercise (#)
(b)
      Value
Realized
on Exercise ($)
(c)
(1)
 
      Number of
Shares Acquired
on Vesting (#)
(d)
      Value
Realized
on Vesting ($)
(e)
(2)
 
Ian Cook 800,000 11,456,000 44,527 3,170,204
Dennis J. Hickey 120,000 1,613,644 12,035 856,972
Henning I. Jakobsen 41,300 782,493 3,767 259,748
Noel R. Wallace 250,000 5,178,895 8,281 591,804
Franck J. Moison 350,000 6,359,284 10,550 750,599
P. Justin Skala 100,000 1,409,012 8,155 580,365

NOTES TO THE OPTION EXERCISES AND VESTING OF PREVIOUSLY GRANTED RESTRICTED STOCK UNITS TABLE

(1) The aggregate dollar amount realized upon the exercise of stock options is calculated based on the difference between the fair market value of the Company’s Common Stock on the exercise date and the exercise price of the stock option.
(2) The aggregate dollar amount realized upon the vesting of restricted stock units is calculated based on the closing price of the Company’s Common Stock on the vesting date of each award. The aggregate dollar amount realized upon the vesting of restricted stock units includes the value of any accrued fractional restricted stock units settled in cash.

Retirement Plans
The Named Officers (other than Mr. Jakobsen) are participants in and will receive retirement benefits under the Retirement Plan, a broad-based, tax-qualified retirement plan available generally to all U.S. employees who were eligible for the plan as of August 31, 2010, and the Supplemental Retirement Plan, a non-qualified supplemental plan available to employees whose benefits under the Retirement Plan are subject to certain IRS limits. The Supplemental Retirement Plan provides for payment of the portion of the Retirement Plan benefit that exceeds IRS and Retirement Plan limits. Colgate’s retirement programs, including these plans, are generally designed to provide the Company’s long-serving, retiring employees with competitive replacement income based on then-prevailing market practice. Mr. Jakobsen initially joined the Company in 1989 before leaving in 2006. He rejoined the Company in 2011 and is not a participant in either the Retirement Plan or the Supplemental Retirement Plan.

Under the Retirement Plan, benefits are determined in accordance with one of two formulas: (i) the “final average earnings” formula, the formula in effect under the Retirement Plan on June 30, 1989; or (ii) the Personal Retirement Account (“PRA”) formula, which was added to the Retirement Plan on July 1, 1989. The majority of the Retirement Plan participants’ benefits are determined in accordance with the PRA formula.

All of the Company’s salaried employees employed at June 30, 1989 were offered a one-time opportunity to elect to continue accruing benefits under the Retirement Plan’s final average earnings formula by making monthly contributions of 2% of recognized earnings up to the Social Security wage base and 4% of recognized earnings in excess of the wage base. Employees who made this election and continued making contributions receive at retirement the greater of: (i) the benefit under the final average earnings formula; or (ii) the sum of the benefit under the PRA formula plus the contributions made by the employee. Employees who did not make this election, and eligible employees hired between July 1, 1989 and June 1, 2010, accrued retirement benefits under the PRA formula. The final average earnings and PRA formulas are described in more detail below. Employees hired after June 1, 2010 are not eligible to participate in the Retirement Plan, but are eligible to participate in the Savings & Investment Plan, a defined contribution plan sponsored by the Company. The Named Officers also participate in the Savings & Investment Plan, as well as the Supplemental Savings & Investment Plan, a plan available to U.S. employees whose earnings exceed IRS limitations on compensation that may be recognized under the Savings & Investment Plan.

Effective September 1, 2010, the Company made several adjustments to its retirement programs, including: (i) allocating a larger portion of the Company’s retirement benefit allocations to the Savings & Investment Plan rather than the Retirement Plan; (ii) simplifying the formula for determining monthly pay-based credits under the PRA formula; and (iii) determining interest credits under the PRA formula using long-term rates instead of short-term rates. The simplified formula and the interest crediting rate are described below under “PRA Formula.”

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Effective January 1, 2014, the Company made several additional adjustments to its retirement programs, including: (i) allocating substantially all of the Company’s retirement benefit allocations to the Savings & Investment Plan rather than the Retirement Plan; (ii) no longer providing monthly pay-based credits under the PRA formula; and (iii) only taking into account service through December 31, 2013 when calculating benefits under the final average earnings formula. These changes were designed to better align the Company’s programs with market practice while continuing to offer employees the opportunity to build savings for retirement.

For employees who receive the benefit under the final average earnings formula, the normal retirement age is 65, with early retirement available at age 55. The benefit payable upon early retirement is reduced by one-third of one percent for each month a person retires and begins collecting benefits before age 60. However, there is no reduction in the benefit if the participant has attained 85 years of combined age and service with the Company at the time of early retirement. For employees who receive the benefit under the PRA formula, the benefit is payable upon the employee’s departure from the Company at any age and the value is equal to the employee’s vested account balance.

Total annual retirement benefits payable under the Retirement Plan and the Supplemental Retirement Plan are subject to a maximum of 70% of the sum of an individual’s base salary at retirement plus cash-based incentive compensation awarded for services rendered in the calendar year immediately preceding retirement. In addition, the Supplemental Retirement Plan limits the benefits payable thereunder such that a participant’s aggregate benefits under the Retirement Plan, the Supplemental Retirement Plan and any foreign pension entitlements, as currently calculated and projected, may not exceed a cap of $33.8 million when expressed as a lump sum. Such cap is increased at an annual rate of 6%. Under the standard form of retirement benefit for a married participant, the employee receives a monthly retirement benefit for life and, upon the employee’s death, his or her spouse is entitled to receive a monthly benefit for life equal to 50% of the employee’s benefit. For approximately 250 employees, including the Named Officers who participate in the Retirement Plan, the employee’s spouse is entitled to receive an additional monthly amount equal to 25% of the employee’s normal monthly retirement benefit for life if the employee dies during retirement or after attaining early retirement eligibility, if active. However, this benefit is not available to the extent it would cause the total retirement benefit payable to the employee’s spouse to exceed 100% of the employee’s normal retirement benefit.

If the participant in question is a “specified employee” under Section 409A of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), there may be a six-month delay in the commencement of Supplemental Retirement Plan distributions, if triggered by the participant’s termination or retirement.

Final Average Earnings Formula
Messrs. Cook, Hickey, Moison and Skala made the one-time election in 1989 described above and, accordingly, will receive the greater of the benefit under the final average earnings formula or the PRA formula calculated using the pay-based credit schedule in effect on August 31, 2010.

Benefits under the final average earnings formula are computed by multiplying “final average earnings” by the product of years of service through December 31, 2013 and 1.8%. The final average earnings formula also includes an offset for Social Security benefits.

“Final average earnings” is defined as the average of an individual’s highest “recognized earnings” during the individual’s highest paid three consecutive years after 2011, or, if greater, the highest paid three consecutive years out of the last ten years as of December 31, 2013. For any participant whose recognized earnings exceeded $255,000 as of December 31, 2013, any increase in benefit attributable to increases in “final average earnings” after December 31, 2013 is provided under the Supplemental Retirement Plan and not under the Retirement Plan.

“Recognized earnings” for a particular year are set on February 1 each year, and consist of the higher of (i) the compensation earned by an employee during the previous year; and (ii) his or her annual salary as of January 1 of the year in question plus the annual bonus paid to the employee in the previous year. Recognized earnings do not include the value of restricted stock units or stock options. Employees retiring under the final average earnings formula may request that their retirement benefit under the Supplemental Retirement Plan be paid to them in a lump sum rather than an annuity. Such requests may be accepted or denied. If accepted, the lump sum amount is limited to the present value of the benefit accrued through December 31, 2004, in accordance with Section 409A of the Internal Revenue Code. The value of the benefit accrued under the Supplemental Retirement Plan after December 31, 2004 is paid in the form of an annuity.

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PRA Formula
Eligible employees hired on or after July 1, 1989 and before June 1, 2010, and those hired before July 1, 1989 who did not make the one-time election to participate in the final average earnings formula as described above, accrued benefits under the PRA formula until December 31, 2013. Mr. Wallace will receive benefits under the PRA formula. PRA formula benefits are determined as follows: On July 1, 1989, an account was established for each eligible person employed on June 30, 1989, with an opening balance equal to the greater of (i) the value of the pension then accrued under the final average earnings formula; or (ii) an amount equal to the sum of the monthly pay-based credits that would have been made to the employee’s account had the PRA always been in effect. For employees hired between July 1, 1989 and June 1, 2010, monthly pay-based credits accumulated in a PRA account established in the employee’s name. Through August 31, 2010, these credits equaled a percentage of the employee’s monthly recognized earnings determined in accordance with the following schedule:

Years of Service       Up to 1/48 of
Social Security
Wage Base
      Over 1/48 of
Social Security
Wage Base
0–9 2.50% 3.75%
10–14 3.00% 4.50%
15–19 4.00% 6.00%
20–24 5.35% 8.00%
25 or more 7.50% 11.25%

The PRA formula was amended effective September 1, 2010 to provide for monthly pay-based credits equal to a percentage of the employee’s monthly recognized earnings determined in accordance with the following schedule:

Years of Service       Basic Retirement
Contributions
0–9 2.00%
10 or more 2.50%

In addition, eligible employees received additional allocations to their PRA accounts in September 2010 and September 2011 of 0.25% of their projected PRA balance as of August 31, 2010 for each full year of vesting service through August 31, 2010, up to a combined maximum of 15% based on 30 years of service.

The Retirement Plan was amended effective January 1, 2014 to provide that no additional pay-based credits will be made to PRA accounts after December 31, 2013. This change also applies to the Supplemental Retirement Plan.

Employees who accrued benefits under the PRA formula receive monthly credits for interest in their accounts. Interest credits continue after December 31, 2013. The interest crediting rate for 2018 was 3.74%, which was equal to the IRS Composite Corporate Bond Rate as published. In December 2018, the Retirement Plan was amended to provide a new interest crediting rate for plan years beginning on or after January 1, 2019 because the IRS ceased publishing the IRS Composite Corporate Bond Rate. The interest crediting rate will be equal to the average of the three indices that were previously utilized in the IRS Composite Corporate Bond Rate (not to exceed the Third Segment Rate, which is a rate defined under the Internal Revenue Code regulations for pension plans), and determined in accordance with applicable IRS guidance.

For employees retiring under the PRA formula, benefits earned under the Supplemental Retirement Plan through December 31, 2004 will follow the form of payment elected under the Retirement Plan, and benefits earned after December 31, 2004 will be paid in a lump sum. However, such employees may request to have their full retirement benefit under the Supplemental Retirement Plan paid in a lump sum. Such requests may be accepted or denied.

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Pension Benefits
The following table shows the actuarial present value of each Named Officer’s total accumulated benefit as of December 31, 2018 under the terms of the Retirement Plan and the Supplemental Retirement Plan, and assumes that each Named Officer elects a joint and survivor annuity at the time of retirement, if he is eligible to do so.

Name       Plan Name       Number of Years
Credited Service
(#)
(1)       Present Value of
Accumulated Benefit
($)
(2)       Payments During
Last Fiscal Year
($)
(a) (b) (c) (d) (e)
Ian Cook Retirement Plan 37.83 2,483,954
Supplemental Retirement Plan 37.83 31,305,625
33,789,579 (3)
Dennis J. Hickey Retirement Plan 36.58 3,021,846
Supplemental Retirement Plan 36.58 13,626,754
16,648,600
Henning I. Jakobsen(4) Retirement Plan
Supplemental Retirement Plan
Noel R. Wallace Retirement Plan 26.25 434,860
Supplemental Retirement Plan 26.25 383,293
818,153
Franck J. Moison Retirement Plan 35.00 1,930,877
Supplemental Retirement Plan 35.00 11,258,900
13,189,777
P. Justin Skala Retirement Plan 31.33 2,175,464
Supplemental Retirement Plan 31.33 10,607,877
12,783,341

NOTES TO THE PENSION BENEFITS TABLE

(1)

The years in this column represent the actual years worked for Colgate by the Named Officers (other than Mr. Jakobsen) as of December 31, 2013. As noted above, effective January 1, 2014, the Retirement Plan and Supplemental Retirement Plan do not take into account service after December 31, 2013.

(2)

For Messrs. Cook, Hickey, Moison and Skala, the amounts shown were calculated assuming credited service as of December 31, 2013 and final average earnings, as described above, as of December 31, 2018 and a discount rate of 4.38%. In addition, as noted above, the aggregate benefits payable to a participant under the Retirement Plan, the Supplemental Retirement Plan and any foreign pension entitlements are subject to a cap of $33.8 million, with such cap increased at an annual rate of 6%. Based on their respective ages and years of service at December 31, 2018, Messrs. Cook, Hickey, Moison and Skala were eligible to retire without any benefit reduction due to age and/or service. For more information regarding the assumptions used to calculate the accrued benefits as of December 31, 2018, see Note 10 (“Retirement Plans and Other Retiree Benefits”) to the Company’s Consolidated Financial Statements included in its Annual Report on Form 10-K for the year ended December 31, 2018.

For Mr. Wallace, the amounts shown reflect the value as of December 31, 2018 of his benefits under the PRA formula under the Retirement Plan and Supplemental Retirement Plan described above.

As noted above, the Named Officers whose benefits are calculated under the final average earnings formula may request that the portion of their benefit under the Supplemental Retirement Plan earned prior to 2005 be paid in the form of a lump sum. In such case, the lump sum amount payable as of December 31, 2018 would be as follows: Mr. Cook—$6,806,874; Mr. Hickey—$2,235,031; Mr. Moison—$3,139,436; and Mr. Skala—$374,705. The value of the portion of the Supplemental Retirement Plan benefit earned after 2004 would be paid in the form of an annuity. Mr. Wallace is eligible to receive his full benefit (including benefits under both the Retirement Plan and the Supplemental Retirement Plan) of $818,153 in a lump sum under the PRA formula.

(3)

The amount shown represents the full amount of pension benefits Mr. Cook is entitled to after application of the cap described in note 2 above. A portion of this benefit will be paid from a United Kingdom pension plan, which resulted from his service with Colgate in the United Kingdom.

(4)

As described on page 46, Mr. Jakobsen is not a participant in the Retirement Plan or the Supplemental Retirement Plan.

Deferred Compensation Plan
Eligible employees, including the Named Officers, may elect annually to defer a portion of their salary and/or cash bonus under the Colgate-Palmolive Company Deferred Compensation Plan (the “Deferred Compensation Plan”). Under this plan, participants can defer up to 75% of their salary and/or 100% of their cash bonus payable in the following calendar year. At the option of the participant, these amounts may be deferred to a specific date, at least five years from when the compensation is otherwise payable, or until retirement. Interest on deferred amounts is credited to the participant’s account at the end of each calendar year and compounded annually. Interest accrues at a fixed rate equal to 120% of the Applicable Federal Rate (“AFR”) published by the IRS, which, for amounts deferred in 2018, equaled 2.40% and 3.12% for mid- and long-term rates, respectively. Mid- or long-term AFRs are used based on the length of the deferral period elected. Once established, the same rate remains in effect throughout the entire deferral period.

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At the time of deferral, a participant must indicate whether he or she wishes to receive the amount deferred in either a lump sum or up to ten annual installments. If a participant is less than 55 years old and leaves the Company prior to the elected commencement date for distributions, the deferred amounts will be distributed immediately in a lump sum, regardless of the method of distribution originally elected by the participant. If a participant is 55 or older and leaves or retires prior to the elected commencement date for distributions, the deferred amounts will be paid according to the participant’s original election. If the participant in question is a “specified employee” under Section 409A of the Internal Revenue Code, there may be a six-month delay in the commencement of distributions, if triggered by the participant’s termination or retirement. Changes to deferral elections and early withdrawals from deferred accounts are only permitted in extreme cases, such as unforeseen financial hardship which is demonstrated to the P&O Committee. Of the Named Officers, only Mr. Wallace has elected to participate in the Deferred Compensation Plan (with respect to compensation earned prior to 2018), and information about earnings on his deferrals is included in the Nonqualified Deferred Compensation Table.

Supplemental Savings & Investment Plan
Employees, including the Named Officers, whose earnings exceed IRS limitations on compensation that may be recognized under the Savings & Investment Plan, are entitled to receive a supplemental contribution under the Supplemental Savings & Investment Plan. The supplemental contribution is equal to the amount of the Company’s matching contributions and retirement contributions that cannot be made under the Savings & Investment Plan due to certain IRS limits. Under the Savings & Investment Plan, the Company matches a portion of employee contributions up to 6% of the employee’s recognized earnings (as defined on page 47) and provides retirement contributions based on a percentage of recognized earnings, subject to a maximum eligible amount of recognized earnings under applicable IRS regulations of $280,000 in 2019 and $275,000 in 2018. The supplemental contributions are allocated to the Supplemental Savings & Investment Plan.

Interest is credited under the Supplemental Savings & Investment Plan as follows:

Contributions allocated to the plan through December 31, 2002 realize investment results based on the performance of the Company’s Common Stock.
Contributions allocated to the plan from January 1, 2003 through December 31, 2009 for matching contributions were credited with interest at annual interest rates calculated on the same basis as under the Deferred Compensation Plan described above. Effective October 1, 2010, the interest crediting rate was adjusted so that these contributions are credited with interest at the rate of 6.01%.
Contributions allocated to the plan in December 2010 for 2010 matching contributions are credited with interest at the rate of 6.01%.
Contributions allocated to the plan for retirement contributions beginning on September 1, 2010, and for matching contributions beginning on January 1, 2011, are credited with the same interest rate that applies under the Retirement Plan as described on page 48.

Amounts allocated to the Supplemental Savings & Investment Plan are distributed upon the participant’s departure from the Company. If the participant in question is a “specified employee” under Section 409A of the Internal Revenue Code, there may be a six-month delay in the commencement of distributions, if triggered by the participant’s termination or retirement.

Nonqualified Deferred Compensation
The following table shows information about the amount of contributions, earnings and balances for each Named Officer under the Supplemental Savings & Investment Plan and, in the case of Mr. Wallace, the Deferred Compensation Plan as of December 31, 2018.

Name       Aggregate
Balance at
Beginning of
Last Fiscal
Year
      Executive
Contributions
in Last
Fiscal Year
($)
      Registrant
Contributions
in Last
Fiscal Year
($)
(1)       Aggregate
Earnings/(Losses)
in Last
Fiscal Year
($)
(2)       Aggregate
Withdrawals/
Distributions
($)
      Aggregate
Balance
at Last Fiscal
Year End
($)
(3)
(a) ($) (b) (c) (d) (e) (f)
Ian Cook 1,814,417 174,877 (3,879 ) 1,985,415
Dennis J. Hickey 2,384,925 376,012 (48,706 ) 2,712,231
Henning I. Jakobsen 44,298 36,936 2,304 83,538
Noel R. Wallace 1,054,445 165,652 41,027 1,261,124
Franck J. Moison 1,696,968 314,111 21,185 2,032,264
P. Justin Skala 1,187,549 252,397 40,646 1,480,592

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NOTES TO THE NONQUALIFIED DEFERRED COMPENSATION TABLE

(1) These amounts represent Company contributions under the Supplemental Savings & Investment Plan for 2018, which were allocated to the Supplemental Savings & Investment Plan. These contributions are also included in compensation reported for each Named Officer in column (i) of the Summary Compensation Table.
(2) These amounts represent the interest credited to each Named Officer during 2018 and the impact of investment results based on the performance of the Company’s Common Stock, as applicable, for amounts allocated under the Supplemental Savings & Investment Plan and, in the case of Mr. Wallace, deferred under the Deferred Compensation Plan. For further information regarding the calculation of interest earnings on these amounts, see pages 49 to 50.
(3) To the extent that an executive was a “Named Officer” for a reported year, these amounts, other than the portion attributable to accrued earnings, were reported in previous proxy statements as compensation in the year of the executive’s deferral (under the Deferred Compensation Plan or the Supplemental Savings & Investment Plan) or the Company’s contribution (under the Supplemental Savings & Investment Plan), as applicable.

Executive Severance and Other Termination Benefits
The P&O Committee periodically reviews the appropriateness of the payment and benefit levels provided under the plans and programs described in this section, based on competitive market information and emerging best practices and governance trends. In particular, the Company’s Executive Severance Plan (the “Severance Plan”) is subject to approval periodically by the Board. The most recent approval was in September 2018.

Severance Plan
The Severance Plan is designed to provide participants with reasonable compensation if their employment is terminated following a change in control of the Company. Individual employees are assigned a particular severance level up to the maximum allowed under the plan (24 months) based on grade level and years of service.

The P&O Committee selects participants from among the executive officers and other key personnel of the Company and has selected a group of approximately 125 participants, including the Named Officers. In addition to the Severance Plan, the Company has incorporated other arrangements relating to a change in control in its compensation and benefit plans, as described below.

Under the Severance Plan, if at any time within two years of a “change in control” of the Company, the Company terminates a Named Officer’s employment for any reason other than for cause, or a Named Officer terminates employment due to an adverse change in his conditions of employment, such as a diminution in his position, authority or responsibilities, or a salary reduction (each a “Qualified Termination”), such Named Officer is entitled to receive a lump sum amount equal to (i) 24 months of compensation (defined as base salary as of the termination date plus the average of his last three years’ annual bonus awards); plus (ii) the present value of additional retirement program benefits he would have received had he remained employed until the end of the severance period, or age 65, if earlier. The Named Officers are also entitled to receive the continuation of medical, dental and life insurance benefits during the severance period. No severance payments are required if a Named Officer is terminated for “cause,” which is defined as the felony conviction of the Named Officer for a crime having a detrimental effect on the Company’s reputation, business or financial condition, the Named Officer’s willful engagement in any malfeasance, dishonesty, fraud or gross misconduct having a material detrimental effect on the Company’s reputation, business or financial condition or the Named Officer’s willful and deliberate failure to materially perform his employment duties.

Generally under the plan, a “change in control” is deemed to occur if: (i) any person, entity or group acquires 30% or more of the outstanding shares of the Company’s Common Stock or voting securities (other than securities acquired directly from the Company); (ii) a majority of the board of directors as of the effective date of the Severance Plan is replaced (unless any subsequent board member is approved by at least a majority of the original incumbent board, who shall thereafter be considered an incumbent board member); (iii) a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the Company’s assets is consummated (other than under specific circumstances); or (iv) a complete liquidation or dissolution of the Company is approved by the Company’s stockholders.

If an outside accounting firm were to determine that a payment under the Severance Plan would cause a Named Officer to exceed the statutory limit and subject him to the so-called “golden parachute” tax under Section 4999 of the Internal Revenue Code, then the Named Officer would either (i) receive all payments and pay the tax or (ii) receive a reduced amount such that the tax does not apply, whichever approach yields the best after-tax outcome for the Named Officer.

In addition to the foregoing severance benefit, the Severance Plan provides for a payment within 30 days after the change in control, whether or not the Named Officer remains employed, of a pro-rated bonus for the year in which the change in control occurs. The pro-rated bonus paid may be used to offset any other bonus awarded for such year.

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Other Change-in-Control Arrangements
Other arrangements relating to a change in control in the Company’s compensation and benefit plans are as follows.

Equity Awards. Under the 2013 Plan, stock options held by employees that are not yet exercisable become exercisable upon a change in control and a Qualified Termination. Unvested restricted stock units are considered earned in full and non-forfeitable (i) in the case of performance-based awards for which the performance goals have been satisfied, upon a change in control; and (ii) in the case of all other awards, upon a change in control and a Qualified Termination.
Deferred Compensation Balances. Under the Severance Plan, participating employees are also entitled to receive within 30 days following a change in control all amounts previously deferred by the employee under the Deferred Compensation Plan and amounts held in the employee’s Supplemental Savings & Investment Plan account. For more information regarding the Deferred Compensation Plan and the Supplemental Savings & Investment Plan, see pages 49 to 50.
Letter of Credit for Unfunded Retirement Plan. With respect to the Supplemental Retirement Plan, which is an unfunded plan, the Company has arranged for a letter of credit that requires the issuing bank to fund the accrued benefits payable under this plan if the Company refuses to pay these benefits after a change in control. Funding would be made by payments to a trust, the assets of which would be subject to the claims of the Company’s creditors if the Company were to become insolvent.

Termination for Company Convenience
If the Company terminates the employment of a Named Officer at the Company’s convenience, the Company will pay in a lump sum an amount equal to either 18 or 24 months of the Named Officer’s base salary and continue to pay certain medical and dental insurance benefits for 18 months. The Named Officer is also entitled to receive the continuation of life insurance benefits for 18 months, unless the Named Officer is retirement-eligible at the time of termination, in which case, he will be eligible to participate in the Company’s retiree life insurance plan. For Named Officers who are eligible to receive benefits under the final average earnings formula described on page 47, the severance period and the period during which the Company continues such benefits ends upon the earlier of the Named Officer reaching age 65 or attaining 85 years of combined age and service with the Company. The Company is not required to make these payments if (i) it terminates a Named Officer’s employment for “cause” (as defined above), (ii) it terminates a Named Officer’s employment as a result of a Company organizational restructuring or (iii) the Named Officer voluntarily terminates his employment.

Death and Disability Benefits
The Company provides additional benefits to approximately 850 employees, including the Named Officers, upon their death or disability. If a Named Officer dies while actively employed, his eligible survivors are entitled to an annuity equal to 20% of the Named Officer’s “recognized earnings” (as defined on page 47) at the time of death. The benefit is payable until the Named Officer would have reached age 65. If the Named Officer does not have a surviving spouse and he has dependent children under the age of 23, the benefit is paid to those children until they reach age 23, or until the Named Officer would have reached age 65, whichever is earlier.

Under the Long-Term Disability Plan available to all U.S. employees, the Company generally provides long-term disability benefits based on an employee’s earnings up to a maximum of $300,000. Certain executives, including the Named Officers, receive additional benefits based on the amount of their earnings that exceed $300,000, at no additional cost to them. If a Named Officer becomes disabled at or before age 60 while he is actively employed, he is entitled to receive these increased disability benefits until he reaches age 65. If a Named Officer becomes disabled after age 60 while he is actively employed, he is entitled to receive disability benefits until the earlier of the date on which he reaches age 70 or five years from the date he became disabled.

Deferred Compensation and Retirement Benefits
For information about the pension benefits payable to the Named Officers upon their retirement and deferred compensation balances, see pages 46 to 51. In addition to the post-retirement welfare benefits available to U.S. employees generally, approximately 850 employees, including the Named Officers, who have at least 10 years of service at retirement, qualify for a post-retirement life insurance benefit equal to one-half of recognized earnings up to a maximum of $750,000 in lieu of the Company’s regular life insurance benefit for retirees.

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Equity Awards
The treatment, in general, of previously granted equity awards in the case of the termination of employment under the following circumstances is as follows:

Death, Disability or Retirement. All unvested restricted stock units, including those subject to continued employment, will continue to vest and be distributed in accordance with their original vesting schedule, except, in the case of retirement, for special retention awards that are subject to continued employment. All outstanding stock options, whether or not previously exercisable, will be exercisable (except, in the case of retirement, for special retention awards that are subject to continued employment) for a period of three years from the death, disability or retirement, as applicable, or until the end of the original term of the option, whichever is shorter.
Termination for Company Convenience. Where severance is paid following a termination of employment at the Company’s convenience, the severance period is counted in determining the vesting of restricted stock units and stock options. If the employee would have been eligible for retirement during the severance period, equity awards are treated as outlined under “Death, Disability or Retirement” above. If not, any unvested restricted stock units that would have vested during the severance period will continue to vest and be distributed in accordance with their original vesting schedule, except for special retention awards that are subject to continued employment. Any unvested stock options that would have vested during the severance period will vest upon termination (except for special retention awards that are subject to continued employment) and, together with any other vested stock options, will be exercisable for a period of three months or until the end of the original term of the option, whichever is shorter. Any remaining unvested restricted stock units and stock options will be forfeited.
Termination for Cause. Unvested restricted stock units and both vested and unvested stock options are forfeited.
Resignation. Unvested restricted stock units and unvested stock options are forfeited. Vested stock options are exercisable for a period of three months after termination, or until the end of their original term, if shorter.
Change in Control. For a description of the treatment of equity awards following a change in control of the Company, see “Other Change-in-Control Arrangements” on the previous page.

Potential Payments Upon Termination or Change in Control

The following table sets forth the estimated incremental payments and benefits that would be payable to each Named Officer upon termination of their employment or a change in control of the Company, assuming that the triggering event occurred at year-end 2018. These amounts would be incremental to the compensation and benefit entitlements described previously in this Proxy Statement that are not contingent upon a termination or change in control.

Change In Control Involuntary
Termination
Name      Without
Qualified
Termination
($)
(1)       With
Qualified
Termination
($)
(2)      With
Cause
($)
     Without
Cause
($)
(3)      Resignation
($)
     Death
($)
(4)(5)       Disability
($)
(5)(6)       Retirement
($)
(7) 
Ian Cook 7,870,534 5,555,437
Dennis J. Hickey 4,979,542 1,025,363
Henning I. Jakobsen 2,058,570 1,095,000 768,705 213,710
Noel R. Wallace 3,595,140 1,463,465 2,730,235 5,487,683
Franck J. Moison 4,322,461 2,741,737
P. Justin Skala 3,767,081 1,611,407 3,224,241

NOTES TO THE POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL TABLE

(1) Change in Control without Qualified Termination. As shown in this column, if there is a change in control but there is no Qualified Termination of the Named Officer’s employment, the Named Officer would not be entitled to receive any incremental payment or benefit. However, the vesting or distribution of certain existing compensation reported previously in this Proxy Statement would be accelerated as follows:
Equity Awards. The vesting of certain previously granted performance-based restricted stock units would be accelerated as described under “Other Change-in-Control Arrangements—Equity Awards” on page 52. All such awards were reported as compensation in the proxy statement for the year of grant, to the extent the executive was a “Named Officer” for that year. The estimated value as of year-end 2018 of the previously granted awards that would be accelerated for the applicable Named Officers is as follows: Mr. Cook—$7,981,589; Mr. Hickey—$2,135,714; Mr. Jakobsen—$415,396; Mr. Wallace—$1,626,738; Mr. Moison—$2,126,473; and Mr. Skala—$1,545,511. For Messrs. Cook, Hickey, Jakobsen, Moison and Skala these amounts reflect the value of previously granted performance-based restricted stock units that they were already entitled to receive in accordance with their original vesting schedule because they were eligible for retirement but would be accelerated upon a change in control. The estimated value of restricted stock units that would be accelerated was calculated based on the closing price of the Company’s Common Stock on December 31, 2018.
Cash Bonus. If the change in control occurs at year-end, as assumed in the table above, the Named Officers would be entitled to receive their annual cash bonus for the year in which the change in control occurs (reported as of year-end 2018 in column (g) of the Summary Compensation Table).
Deferred Compensation Balances. The Named Officers would be entitled to receive any amounts previously deferred by or allocated to them under the Deferred Compensation Plan or Supplemental Savings & Investment Plan (reported as of year-end 2018 in column (f) of the Nonqualified Deferred Compensation Table).

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(2)

Change in Control with Qualified Termination. This column consists of the following benefits under the Severance Plan described on page 51: (i) severance payments; (ii) the value of benefits under Company retirement programs during the severance period; and (iii) the value of the continuation of medical, dental and (for Named Officers who are not retirement-eligible) life insurance benefits during the severance period. The value of retirement benefits was calculated based on the difference between the present value of additional retirement program benefits that the Named Officer would have received had he remained employed until the end of the severance period, or age 65, if earlier, and the present value of retirement benefits payable at the change-in-control date without assuming future service. For more information regarding the assumptions used to calculate the present value of retirement benefits, see note 2 to the Pension Benefits Table. The additional medical, dental and life insurance benefits were valued based on the aggregate premiums paid by the Company for the applicable severance period.

In addition to the amounts shown in this column, the vesting or distribution of certain existing compensation reported previously in this Proxy Statement would be accelerated as follows:

Equity Awards. The vesting of certain previously granted stock options and restricted stock units would be accelerated as described under “Other Change-in-Control Arrangements—Equity Awards” on page 52. All such awards were reported as compensation in the proxy statement for the year of grant, to the extent the executive was a “Named Officer” for that year. The estimated value as of year-end 2018 of the previously granted awards that would be accelerated for the applicable Named Officers is as follows: Mr. Cook—$7,981,589; Mr. Hickey—$2,135,714; Mr. Jakobsen—$604,303; Mr. Wallace—$2,273,899; Mr. Moison—$2,126,473; and Mr. Skala—$2,192,672. For Messrs. Cook, Hickey, Jakobsen and Moison the amount shown in the preceding sentence, and for Mr. Skala $1,545,511 of the amount shown in the preceding sentence, reflects the value of previously granted restricted stock units that they were already entitled to receive in accordance with their original vesting schedule because they were eligible for retirement but would be accelerated upon a Qualified Termination. For the assumptions used to calculate the value of the restricted stock units, see note 1 above. The estimated value of stock options that would be accelerated was calculated based on the difference between the closing price of the Company’s Common Stock on December 31, 2018 and the applicable exercise price.
Cash Bonus. If the triggering event occurs at year-end, as assumed in the table above, the Named Officers would be entitled to receive their annual cash bonus for the year in which the triggering event occurs (reported as of year-end 2018 in column (g) of the Summary Compensation Table).
Retirement Accruals and Deferred Compensation Balances. The Named Officers would be entitled to receive their accrued retirement benefits (reported in the Pension Benefits Table) and any amounts previously deferred by or allocated to them under the Deferred Compensation Plan or Supplemental Savings & Investment Plan (reported as of year-end 2018 in column (f) of the Nonqualified Deferred Compensation Table). The Named Officers would also be entitled to receive the balance in their accounts under the Savings & Investment Plan, including the Company contributions to the accounts, as further described in note 7 below.
(3)

Involuntary Termination without Cause. Messrs. Cook, Hickey, Moison and Skala are not eligible for severance in the event of termination for Company convenience because they were eligible for retirement with full benefits under the final average earnings formula described on page 47. This column shows the severance payment and the value of the continuation of medical, dental and for Mr. Wallace, life insurance benefits for 18 months that would be payable to Messrs. Jakobsen and Wallace. For the assumptions used to calculate the additional insurance benefits, see note 2 above.

In addition to the amounts shown in this column, the vesting or distribution of certain existing compensation reported previously in this Proxy Statement would continue or be accelerated as follows:

Equity Awards. Certain unvested restricted stock units would be allowed to vest in accordance with their original vesting schedule and certain unvested stock options would become exercisable for a period of three months or until the end of the original term, whichever is shorter, in each case only if they would have otherwise vested before the end of the severance period, as described under “Equity Awards—Termination for Company Convenience” on page 53. All such awards were reported as compensation in the proxy statement for the year of grant, to the extent the executive was a “Named Officer” for that year. For Mr. Wallace, the estimated value as of year-end 2018 of previously granted restricted stock units that would continue to vest is $1,263,974 and of previously granted stock options that would be accelerated is $0. No amounts are shown for Messrs. Cook, Hickey, Jakobsen, Moison or Skala because, as employees eligible for retirement, they were already entitled to have their previously granted restricted stock units continue to vest and stock options accelerate (other than special retention awards that are subject to continued employment) as described under “Equity Awards—Death, Disability or Retirement” on page 53. For the assumptions used to calculate these amounts, see notes 1 and 2 above.
Cash Bonus and Performance-Based Award. If the triggering event occurs at year-end, as assumed in the table above, each Named Officer would also be entitled to receive their annual cash bonus for the year in which the triggering event occurs (reported in column (g) of the Summary Compensation Table) and their performance-based restricted stock unit award for the three-year performance cycle ending such year, if any (reported in note 2 to the Grants of Plan-Based Awards Table).
Deferred Compensation Balances. The Named Officers would be entitled to receive any amounts previously deferred by or allocated to them under the Deferred Compensation Plan and Supplemental Savings & Investment Plan (reported as of year-end 2018 in column (f) of the Nonqualified Deferred Compensation Table).
(4)

Death. This column consists of a survivor annuity, the actuarial present value of which is calculated based on the lump sum value of the annuity payable to the Named Officer’s spouse until the Named Officer would have reached 65. If there is no surviving spouse and the Named Officer has dependent children under the age of 23, the annuity is payable to those children until they reach age 23 or until the Named Officer would have reached age 65, whichever is earlier. The amounts shown were calculated assuming an interest rate of 4.38%. No amounts are shown in this column for Messrs. Cook, Hickey or Moison because they are at least 65 years old.

(5)

In addition to the amounts shown in the applicable column, the vesting or distribution of certain existing compensation reported previously in this Proxy Statement would continue or be accelerated as follows:

Equity Awards. Unvested restricted stock units would continue to vest in accordance with their original vesting schedule and all outstanding stock options would be exercisable for a period of three years or until the end of the original term, whichever is shorter, as described under “Equity Awards—Death, Disability or Retirement” on page 53. All such awards were reported as compensation in the proxy statement for the year of grant, to the extent the executive was a “Named Officer” for that year. For Messrs. Wallace and Skala, the estimated value as of year-end 2018 of previously granted restricted stock units that would continue to vest is $2,273,899 and $647,161, respectively, and of previously granted stock options that would be accelerated is $0 and $0, respectively. No amounts are shown for Messrs. Cook, Hickey, Jakobsen, Moison or Skala (other than in the case of Mr. Skala, the amounts shown above related to the special retention awards granted to him in April 2016 in connection with his promotion) because, as employees eligible for retirement, they were already entitled to have their previously granted restricted stock units continue to vest and stock options accelerate (other than special retention awards that are subject to continued employment) as described under “Equity Awards—Death, Disability or Retirement” on page 53. For the assumptions used to calculate these amounts, see notes 1 and 2 above.

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Cash Bonus and Performance-Based Award. If the triggering event occurs at year-end, as assumed in the table above, each Named Officer would also be entitled to receive their annual cash bonus for the year in which the triggering event occurs (reported in column (g) of the Summary Compensation Table) and their performance-based restricted stock unit award for the three-year performance cycle ending such year, if any (reported in note 2 to the Grants of Plan-Based Awards Table).
(6) Disability. This column consists of the actuarial present value of additional long-term disability benefits for which each Named Officer is eligible, as described more fully on page 52. The amounts shown were calculated assuming an interest rate of 4.38%.
(7) Retirement. As shown in this column, the Named Officers would not be entitled to receive any incremental payment or benefit upon retirement. However, the vesting or distribution of certain existing compensation reported previously in this Proxy Statement would continue or be accelerated as follows:
Equity Awards. Unvested restricted stock units, except those subject to continued employment, would continue to vest in accordance with their original vesting schedule and all outstanding stock options, except those subject to continued employment, would be exercisable for a period of three years or until the end of the original term, whichever is shorter, as described under “Equity Awards—Death, Disability or Retirement” on page 53. All such awards were reported as compensation in the proxy statement for the year of grant, to the extent the executive was a “Named Officer” for that year.

Retirement Accruals. Each Named Officer would be entitled to receive their retirement benefits under the Retirement Plan and Supplemental Retirement Plan, if any, as described on pages 46 to 48. Each Named Officer would also be entitled to receive the balance in their account under the Savings & Investment Plan and other comparable foreign plans, including the Company contributions made pursuant to the Company match, profit-sharing and, for all Named Officers except Mr. Cook, retirement program under the Savings & Investment Plan, as well as investment gains and losses thereon. As of year-end 2018, the balance, which remains subject to future investment gains and losses, in each Named Officer’s Savings & Investment Plan and other comparable foreign plans accounts from these sources was as follows: Mr. Cook—$2,400,626; Mr. Hickey—$3,313,157; Mr. Jakobsen—$520,107; Mr. Wallace—$1,418,506; Mr. Moison—$2,098,736; and Mr. Skala—$1,891,212. The annual contributions by the Company to these accounts are reported in note 6 to the Summary Compensation Table.

Cash Bonus and Performance-Based Award. If the triggering event occurs at year-end, as assumed in the table above, each Named Officer would also be entitled to receive their annual cash bonus for the year in which the triggering event occurs (reported in column (g) of the Summary Compensation Table) and their performance-based restricted stock unit award for the three-year performance cycle ending such year, if any (reported in note 2 to the Grants of Plan-Based Awards Table).

Deferred Compensation Balances. The Named Officers would be entitled to receive any amounts previously deferred by or allocated to them under the Deferred Compensation Plan and Supplemental Savings & Investment Plan (reported as of year-end 2018 in column (f) of the Nonqualified Deferred Compensation Table) in accordance with the distribution schedule they elected.

CEO Pay Ratio
Colgate’s products are marketed in over 200 countries and territories throughout the world with approximately 70% of its net sales generated outside the United States and approximately 50% of net sales coming from emerging markets. Consistent with its global presence, Colgate has a dispersed workforce, with over 85% of its employees based outside the United States in over 100 countries. To attract and retain talent, Colgate seeks to pay competitively in each jurisdiction consistent with market practice, resulting in compensation levels that vary from country to country. Colgate’s workforce also covers a broad range of functions, from manufacturing employees to management personnel, and includes both employees who are compensated on a salaried basis and those who are compensated on an hourly basis.

For 2018, the median of the annual total compensation of all employees of the Company (other than the CEO, Ian Cook) was $24,513 and the annual total compensation of the CEO, as reported in the Summary Compensation Table on page 41, was $11,551,328. Based on this information, for 2018 the CEO’s annual total compensation was 471 times that of the median of the annual total compensation of all employees. This amount is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.

The above-referenced pay ratio may not be comparable to pay ratios disclosed by other companies, including the companies in the Comparison Group (as defined in the CD&A). Pay ratios at different companies may vary due to differences in workforce composition, including geographic breadth, types of work performed and the relative percentages of salaried versus hourly compensated workers.

Methodology for Determining the Median Employee and Annual Total Compensation
For purposes of calculating the above-referenced 2018 pay ratio, the Company used the same median employee that was identified in 2017. The Company reasonably believes that there has been no change in the employee population or employee compensation arrangements (including the compensation arrangements of the previously identified median employee) that would result in a significant change to the Company’s pay ratio, as there have not been significant changes to the Company’s workforce or compensation programs.

The Company used the following methodology, material assumptions, adjustments and estimates to identify the median of the annual total compensation of all employees of the Company. As described above, all determinations were made in 2017 except the annual total compensation of the median employee, which was calculated for 2018 based on the median employee identified in 2017.

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Determination of Employee Population in 2017
Colgate determined that, as of October 1, 2017, the Company had approximately 36,350 employees (including temporary employees) working for Colgate-Palmolive Company or its consolidated subsidiaries, of which approximately 5,000 were based in the United States and the remaining approximately 31,350 were based outside the United States.

As permitted by SEC rules, the Company chose to exclude from this population approximately 900 employees in 57 countries, representing approximately 2.5% of the Company’s total employees. All employees from each of these countries, which are identified in Annex B to this Proxy Statement along with the number of employees based in each such country, were excluded. As a result, the Company’s employee population used for determining the median employee was approximately 35,450, consisting of approximately 5,000 employees based in the United States and approximately 30,450 employees based outside the United States.

Statistical Sampling
The Company elected to use statistical sampling to identify the median employee and conducted a simple random sample of 2,000 employees worldwide, which was determined to be the appropriate sample size for the size and complexity of the Company’s employee population based on advice from an external consultant.

Compensation Measure
The Company selected base salary or comparable wages for the 12-month period ended September 30, 2017 as the measure of compensation that could be consistently applied across the sample population. In making this determination, the compensation of all permanent employees included in the sample who were hired in 2017 but were not employed for the entire measurement period was annualized, but no cost-of-living adjustments were made. Using this methodology, the median employee was identified as a full-time, hourly employee located in Chile.

Annual Total Compensation of Median Employee
The elements of the median employee’s annual total compensation for 2018 were calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $24,513. For purposes of this disclosure, Chilean pesos were converted to U.S. dollars using a 12-month average exchange rate from January 1, 2018 through December 31, 2018.

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Stock Ownership

Stock Ownership of Directors and Executive Officers
Directors and executive officers of the Company own significant amounts of Colgate stock. Under the Company’s stock ownership guidelines, non-employee directors are required to own stock equal in value to at least five times their annual share grant, and executive officers of the Company are required to own stock equal in value to between two and eight times their salary, depending on their position.

The following table shows the beneficial ownership of Common Stock of each director, each of the Named Officers and the directors and executive officers (including the Named Officers) as a group. “Beneficial ownership” as used here means more than “ownership” as that term is commonly used. For example, a person “beneficially” owns Common Stock not only if he or she holds it directly, but also if he or she has (or shares) the power to vote or sell the stock indirectly (for example, through a relationship, a position as a director or trustee, or a contract or understanding). Beneficial ownership also includes shares a person has the right to acquire within 60 days, for example, through the exercise of a stock option.

Common Stock
Amount and Nature of Beneficial Ownership(1)(2)
Name of
Beneficial Owner
      Directly
Owned
      Exercisable
Options
(3)      

Common
Stock Units

      Held by
Savings &
Investment
Plan Trustee
(4)
Ian Cook(5) 1,537,953 2,733,917 (6)  

123,673

Dennis J. Hickey(7) 383,803 781,208  

68,012

Henning I. Jakobsen 26,839 149,775  

6,311

Noel R. Wallace(8) 168,223 471,508  

45,782

Franck J. Moison(9) 126,157 811,182  

158

P. Justin Skala(10) 123,443 465,460  

62,494

Charles A. Bancroft(11) 1,901   5,600 (12)

John P. Bilbrey(11)(13) 4,719 11,942   9,413 (12)

John T. Cahill(14) 20,628 26,230   22,189 (12)

Lisa M. Edwards(11)(15)  

Helene D. Gayle 24,358 24,010   7,947 (12)

Ellen M. Hancock(16) 115,815 12,873   92,825 (12)

C. Martin Harris(11) 5,628 6,392  

Lorrie M. Norrington(11) 889 9,188   11,384 (12)

Michael B. Polk(11) 12,220 16,166  

Stephen I. Sadove 23,150 26,230   8,291 (12)

All directors and executive officers as a group (22 persons) 2,787,187 6,417,771   157,649

441,496

NOTES TO THE STOCK OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS TABLE
(1) Information about Common Stock holdings is as of March 11, 2019, the record date for the Annual Meeting. Unless stated otherwise in these notes, each person named in the table owns his or her shares directly and has sole voting and investment power over such shares.
(2) Each person named in the table beneficially owns less than 0.25% of the outstanding Common Stock, except for Mr. Cook who owns 0.51%. The directors and executive officers as a group beneficially own 1.14% of the outstanding Common Stock.
(3) Except as noted in note 6 below, this column consists of options that are exercisable on or before May 10, 2019, which is 60 days after March 11, 2019. As of March 11, 2019, a total of 38,593,375 options were outstanding under the 2013 Plan and the predecessors to the 2013 Plan and 15,752,850 shares were available for future grants under the 2013 Plan.
(4) Consists of Common Stock credited to or otherwise beneficially owned by executive officers under the Company’s Savings & Investment Plan. Under this plan, the Company issues Common Stock to a trustee acting on behalf of the plan. Employees who participate in the Savings & Investment Plan, including the Named Officers, have voting power over the shares allocated to their accounts under the plan, subject to the right of the plan trustee to vote such shares if a participant fails to do so. Participants have no investment power over such shares until they are distributed or diversified at the participant’s election in accordance with the terms of the plan.
(5) Mr. Cook’s holdings include 462,971 shares of Common Stock held through grantor retained annuity trusts.
(6) Mr. Cook’s holdings include 6,521 shares of Common Stock owned by the Cook Family 2012 Trust because he has the right to reacquire such shares at any time.
(7) Mr. Hickey’s holdings include 328,585 shares of Common Stock owned jointly with his spouse.
(8) Mr. Wallace’s holdings include 327 shares of Common Stock owned by the Noel R. Wallace 2012 GST Trust.

2019 Proxy Statement      57


Table of Contents

Stock Ownership

(9) Mr. Moison’s holdings include 10 shares of Common Stock owned by his son.
(10) Mr. Skala’s holdings include 70,000 shares of Common Stock held through a grantor retained annuity trust.
(11) Mr. Bancroft was first elected to the Board effective January 1, 2017, Mr. Bilbrey was first elected to the Board effective March 11, 2015, Ms. Edwards was first elected to the Board effective March 1, 2019, Dr. Harris was first elected to the Board effective March 14, 2016, Ms. Norrington was first elected to the Board effective September 9, 2015 and Mr. Polk was first elected to the Board effective June 11, 2014. Directors have five years from the date of their initial election to meet the Company’s stock ownership guidelines.
(12) Consists of Common Stock units credited to one or more of the following accounts: (i) a deferred account for amounts granted under the 2013 Plan and any predecessor plans; (ii) a deferred account under the Restated and Amended Deferred Compensation Plan for Non-Employee Directors; or (iii) an account representing the accrued value under the Pension Plan for Outside Directors that was terminated as of December 31, 1996. In each case, the holder of Common Stock units has no voting or investment power over such units.
(13) Mr. Bilbrey’s holdings include 4,719 shares of Common Stock owned by the John P. Bilbrey Revocable Trust.
(14) Mr. Cahill’s holdings include 20,628 shares of Common Stock owned by the John Tobin Cahill Revocable Trust.
(15) In accordance with the 2013 Plan, Ms. Edwards, who was first elected to the Board effective March 1, 2019, will receive grants in 2019 of shares of Common Stock equal in value to $150,000 and options to purchase shares of Common Stock equal in value to $37,500 on May 13, 2019.
(16) Mrs. Hancock’s holdings include 28,185 shares of Common Stock owned jointly with her spouse.

Compliance with Section 16(a) Beneficial Ownership Reporting
Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and any persons owning more than 10% of a class of the Company’s stock to file reports with the SEC and the NYSE regarding their ownership of the Company’s stock and any changes in such ownership. The Company undertakes to file such reports on behalf of its directors and executive officers pursuant to a power of attorney given to certain attorneys-in-fact. Based on the Company’s review of copies of these reports and officer and director certifications, the Company believes that all Section 16(a) filing requirements applicable to its directors and executive officers were complied with during 2018.

Stock Ownership of Certain Beneficial Owners
The following table sets forth information regarding persons or groups known to the Company to be beneficial owners of more than 5% of the Company’s outstanding Common Stock as of December 31, 2018.

Name and Address of Beneficial Owner       Number of Shares
Beneficially Owned as of
December 31, 2018
      Percent of Common Stock
Outstanding as of
December 31, 2018
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
75,304,558 (1)  8.7 %
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
60,648,605 (2)  7.0