Form 4: Clorox Director Spencer Fleischer Increases Stake Through Deferred Stock Units

Clorox Company Director Spencer C. Fleischer has increased his beneficial ownership of the company's common stock through the acquisition of additional deferred stock units via dividend reinvestment and in lieu of quarterly director's fees.

Summary

• Spencer C. Fleischer, a Director of The Clorox Co. (CLX), acquired additional Deferred Stock Units (DSUs).
• On May 9, 2025, 162.8595 DSUs were acquired through dividend reinvestment as part of the Independent Directors' Deferred Compensation Plan.
• On June 30, 2025, an additional 241.5029 DSUs were received in lieu of quarterly director's fees.
• Following these transactions, Mr. Fleischer's total beneficial ownership of DSUs stands at 18,393.6665.
• These Deferred Stock Units will be settled 100% in Clorox common stock upon Mr. Fleischer's retirement or other termination of service as a Director.

Sentiment

Score: 6

Explanation: The document reports a routine, positive, but non-material increase in a director's beneficial ownership through compensation, which is generally viewed favorably as it aligns interests, but does not indicate significant new investment or strategic shifts.

Positives

• Director Spencer C. Fleischer increased his beneficial ownership in Clorox, aligning his interests further with shareholders.
• The acquisition of Deferred Stock Units through dividend reinvestment and in lieu of cash fees demonstrates a commitment to long-term investment in the company.

Future Outlook

Deferred Stock Units acquired by Director Spencer C. Fleischer will be settled entirely in Clorox common stock upon his retirement or other termination of service as a Director.

Management Comments

• Deferred Stock Units acquired through dividend reinvestment during the fiscal year pursuant to the Independent Directors' Deferred Compensation Plan.
• The Deferred Stock Units will be settled 100% in Clorox stock in connection with the reporting person's retirement or other termination of service as a Director.
• Receipt of Deferred Stock Units in lieu of receipt of quarterly director's fees.

Industry Context

This Form 4 filing details a routine insider transaction for a director of a consumer goods company. Such transactions, particularly those involving compensation in equity, are common across various industries as a means to align management and director interests with shareholder value.

Comparison to Industry Standards

• The practice of compensating directors with deferred stock units is a common corporate governance practice across many industries, including consumer staples, as it aligns director incentives with long-term shareholder value.
• Dividend reinvestment plans for equity compensation are also standard mechanisms for directors to increase their holdings without direct cash outlays, similar to practices at companies like Procter & Gamble (PG) or Kimberly-Clark (KMB).

Corporate Governance

Related Party Transactions

• The acquisition of Deferred Stock Units by Director Spencer C. Fleischer from The Clorox Co. as part of his compensation is a related party transaction, consistent with the Independent Directors' Deferred Compensation Plan.

Stakeholder Impact

• Shareholders: Positive, as the director's increased equity holdings further align his financial interests with those of the shareholders, promoting long-term value creation.

Next Steps

• Settlement of the Deferred Stock Units in Clorox common stock upon the reporting person's retirement or termination of service as a Director.

Key Dates

Keywords

Clorox, CLX, Spencer C. Fleischer, Director, SEC Form 4, Insider Transaction, Deferred Stock Units, DSU, Dividend Reinvestment, Compensation Plan, Beneficial Ownership