PROCTER & GAMBLE Co appointed new CEO

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.


On July 29, 2021, The Procter & Gamble Company (the "Company") announced the following executive changes:


David S. Taylor, Chairman of the Board, President and Chief Executive Officer, will transition into the role of Executive Chairman of the Board, effective November 1, 2021, to serve at the pleasure of the Board of Directors.


Jon R. Moeller (age 57), currently Vice Chairman and Chief Operating Officer, has been elected President and Chief Executive Officer, effective November 1, 2021, to serve at the pleasure of the Board of Directors. Mr. Moeller has also been appointed as a member of the Company's Board of Directors, effective immediately. As an employee of the Company, Mr. Moeller will not serve on any Board committees.


Shailesh Jejurikar (age 54), currently Chief Executive Officer - Fabric and Home Care, has been elected Chief Operating Officer, effective October 1, 2021, to serve at the pleasure of the Board of Directors.


Mr. Moeller joined the Company in 1988 and has held positions of increasing responsibility since that time. Most recently, he has served as Vice Chairman and Chief Operating Officer (March 2021-present). Previously, he served as Vice Chairman, Chief Operating Officer and Chief Financial Officer (2019--2021), Vice Chairman and Chief Financial Officer (2017-2019), and Chief Financial Officer (2009-2017).


Effective November 1, 2021, Mr. Moeller will receive an annual base salary of U.S. $1,600,000 and will participate in the Company's annual incentive program with a target award equal to 200% of base salary. In relation to his election and in connection with the Company's annual equity grant cycle, the Board of Directors approved a long-term incentive award valued at $11,200,000, with approximately 50% of the long-term incentive value in the Company's Performance Stock Program and 50% in the Long-Term Incentive Program. Going forward, Mr. Moeller will continue to receive equity grants under the Company's long-term incentive program commensurate with his position and on the same timing as other executive officers and will participate in all other elements of the Company's executive compensation and benefit programs (including as a vested participant in the Company's retirement program). Those programs are outlined in the Company's definitive proxy statement dated August 28, 2020. Mr. Moeller will not receive any fees for his service on the Board of Directors. In addition, the Company's definitive proxy statement outlines a related person transaction between the Company and Mr. Moeller's spouse, who retired from the Company in December 2020.


Mr. Jejurikar joined the Company in 1989 and has held multiple positions of increasing responsibility since that time. Prior to his current service as Chief Executive Officer - Fabric and Home Care (2018-present), Mr. Jejurikar served as President - Global Fabric Care and Brand-Building Officer Global Fabric & Home Care (2015--2018) and as President - Fabric Care, North America; Brand-Building Officer Fabric & Home Care New Business Creation (2014--2015).


Effective October 1, 2021, Mr. Jejurikar will receive an annual base salary of U.S. $1,000,000 and will participate in the Company's annual incentive program with a target award equal to 120% of base salary. In relation to his election and in connection with the Company's annual equity grant cycle, the Board of Directors approved a long-term incentive award valued at $4,000,000, with approximately 50% of the long-term incentive value in the Company's Performance Stock Program and 50% in the Long-Term Incentive Program. Going forward, Mr. Jejurikar will continue to receive equity grants under the Company's long-term incentive program commensurate with his position and on the same timing as other executive officers and will participate in all other elements of the Company's executive compensation and benefit programs (including as a vested participant in the Company's retirement program). Those programs are outlined in the Company's definitive proxy statement dated August 28, 2020.


Finally, effective November 1, 2021, Mr. Taylor will receive an annual base salary of U.S. $1,200,000 and will participate in the Company's annual incentive program with a target award equal to 150% of base salary. In relation to his election and in connection with the Company's annual equity grant cycle, the Board of Directors approved a long-term incentive award valued at $12,500,000, with approximately 50% of the long-term incentive value in the Company's Performance Stock Program and 50% in the Long-Term Incentive Program. Going forward, Mr. Taylor will continue to receive equity grants under the Company's long-term incentive program commensurate with his position and on the same timing as other executive officers and will participate in all other elements of the Company's executive compensation and benefit programs (including as a vested participant in the Company's retirement program). Those programs are outlined in the Company's definitive proxy statement dated August 28, 2020.


The Company is filing the information under this item pursuant to Item 5.02, "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers."