Form 4: Clorox Director Boosts Stake with Deferred Stock Units

Clorox Director Russell J. Weiner increased his beneficial ownership of the company's deferred stock units through dividend reinvestment, annual awards, and director fee conversions.

Summary

• Russell J. Weiner, a Director of The Clorox Co. (CLX), acquired a total of 2,151.7219 Deferred Stock Units (DSUs) through three separate transactions.
• On November 6, 2025, 179.1424 DSUs were acquired through dividend reinvestment as part of the Independent Directors' Deferred Compensation Plan.
• On December 31, 2025, 1,637.8577 DSUs were acquired as an annual award under the 2005 Stock Incentive Plan.
• Also on December 31, 2025, an additional 334.7218 DSUs were received in lieu of quarterly director's fees.
• These DSUs are convertible on a 1-for-1 basis into Clorox common stock and will be settled upon Mr. Weiner's retirement or other termination of service as a Director.
• Following these transactions, Mr. Weiner's total beneficial ownership of Deferred Stock Units stands at 17,505.9625.

Sentiment

Score: 7

Explanation: The sentiment is positive as a director is increasing their stake in the company through various compensation mechanisms, signaling confidence in the company's future prospects and aligning their interests with shareholders.

Positives

• A Director increasing their beneficial ownership through various means, including reinvesting dividends and accepting units in lieu of cash fees, signals confidence in the company's future performance and aligns management interests with shareholders.
• The acquisition of DSUs through an annual award and dividend reinvestment demonstrates a structured approach to director compensation and long-term incentive alignment.

Future Outlook

The Deferred Stock Units will be settled 100% in Clorox common stock in connection with the reporting person's retirement or other termination of service as a Director, indicating a long-term alignment of interests.

Industry Context

This filing reflects standard corporate governance practices where directors receive compensation in the form of equity or equity-linked instruments, aligning their financial interests with long-term shareholder value. Such practices are common across various industries, particularly in established consumer goods companies like Clorox.

Comparison to Industry Standards

• The use of Deferred Stock Units (DSUs) as a component of director compensation, including annual awards and dividend reinvestment, is a common practice among S&P 500 companies, aligning director incentives with long-term shareholder value.
• Accepting DSUs in lieu of cash for director fees is also a standard mechanism for directors to increase their equity stake and demonstrate commitment to the company's future performance, comparable to practices at peers like Procter & Gamble (PG) or Kimberly-Clark (KMB).

Corporate Governance

Related Party Transactions

• The acquisition of Deferred Stock Units by a director as part of their compensation package (annual award, dividend reinvestment, and in lieu of fees) constitutes a related party transaction, which is standard practice for director remuneration.

Stakeholder Impact

• Shareholders: Increased director ownership can be viewed positively, as it aligns the director's financial interests with the long-term performance of the company, potentially leading to more shareholder-friendly decisions.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• The Deferred Stock Units will be settled in Clorox common stock upon Russell J. Weiner's retirement or other termination of service as a Director.

Key Dates

Keywords

Clorox, CLX, Form 4, Insider Transaction, Director Compensation, Deferred Stock Units, Beneficial Ownership, Dividend Reinvestment, Stock Incentive Plan