Form 4: Church & Dwight Director Acquires Phantom Stock Under Deferred Compensation Plan

Church & Dwight Co., Inc. Director Michael R. Smith acquired 1,248.569 phantom stock shares on June 30, 2025, under a pre-arranged deferred compensation plan.

Summary

• Michael R. Smith, a Director of Church & Dwight Co., Inc. (CHD), acquired 1,248.569 phantom stock shares.
• The acquisition is scheduled for June 30, 2025.
• The phantom stock shares were acquired under the Church & Dwight Co., Inc. Deferred Compensation Plan.
• These phantom stock shares convert to common stock on a 1-for-1 basis.
• The shares are to be settled in cash as prescribed by the plan.
• The price of the phantom stock was $96.11 per share.
• Following this transaction, Michael R. Smith will beneficially own 1,790.974 phantom stock shares directly.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged trading strategy.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock by a director, especially under a pre-arranged deferred compensation plan, is generally a positive signal as it aligns director interests with long-term company performance. It's a routine compensation event rather than a speculative investment, hence a moderately positive score.

Positives

• The acquisition of phantom stock by a director indicates continued alignment of management interests with shareholder value.
• The transaction is part of a pre-arranged Rule 10b5-1(c) plan, demonstrating a structured approach to compensation and insider trading compliance.

Future Outlook

The transaction on June 30, 2025, represents a future acquisition of phantom stock, indicating a pre-planned compensation event for a director.

Industry Context

Insider transactions, particularly acquisitions under deferred compensation plans, are common across various industries as a means of aligning executive and director interests with long-term company performance. This specific transaction for Church & Dwight, a consumer staples company, reflects standard corporate governance practices.

Comparison to Industry Standards

• The use of phantom stock as a component of director compensation is a common practice in the consumer staples sector and broader corporate landscape, aligning director incentives with company performance without immediate equity dilution.
• The execution of this transaction under a Rule 10b5-1(c) plan is standard best practice for insiders to manage equity transactions and avoid accusations of trading on material non-public information, consistent with corporate governance norms across publicly traded companies.

Corporate Governance

Stakeholder Impact

• Shareholders: The acquisition of phantom stock by a director aligns their interests with shareholder value, as the value of phantom stock is tied to the company's common stock performance.

Next Steps

• The phantom stock shares are to be settled in cash at such time as prescribed by the Church & Dwight Co., Inc. Deferred Compensation Plan.

Key Dates

Keywords

Church & Dwight, CHD, Phantom Stock, Insider Trading, Form 4, Deferred Compensation, Director Compensation, Rule 10b5-1, Equity Compensation