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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On October 28, 2020, the Board of Directors (the “Board”) of Colgate-Palmolive
Company (the “Company”) elected Stanley J. Sutula III as the company’s Chief Financial Officer, reporting to Chairman, President and Chief
Executive Officer, Noel R. Wallace, effective November 9, 2020. Mr. Sutula will succeed Henning I. Jakobsen who will remain at the Company until December 31, 2020 to provide for an orderly transition and will then retire from the Company and
return to his home in Denmark.
Mr. Sutula, 55, will join the Company from Pitney Bowes Inc. (“Pitney Bowes”), a global technology company, where he has been Executive Vice President and
Chief Financial Officer since February 2017. Prior to Pitney Bowes, Mr. Sutula spent over 28 years at International Business Machines Corporation, a global technology company, in various executive finance positions of increasing responsibility both
in the United States and in Europe.
The independent Personnel and Organization Committee (the “Committee”) of the Board approved the following compensatory arrangements for Mr. Sutula in his
role as Chief Financial Officer of the Company, effective November 9, 2020. Mr. Sutula will receive a base salary of $850,000. He will receive an annual cash bonus for 2020 equal to the actual annual bonus he would have received from Pitney Bowes
had he remained in his current role. Mr. Sutula will also receive replacement equity awards as follows: (i) stock options with an eight-year term valued at $1,179,000, vesting ratably over three years; (ii) restricted stock units valued at
$874,000, vesting ratably over three years; and (iii) restricted stock units valued at $1,380,000, vesting in February 2023. Mr. Sutula will also receive cash payments in each of March 2021 and March 2022 equal to the value of the restricted stock
units he would have received under the Pitney Bowes long-term incentive compensation program had he remained in his current role. To compensate Mr. Sutula for certain retirement and other benefits he will forego upon his departure from Pitney Bowes,
he will also receive a one-time sign-on bonus of $100,000.
In addition, Mr. Sutula will participate in the Company’s annual cash bonus program with a target annual bonus opportunity for 2021 of 90% of base salary. He
will also participate in the Company’s long-term performance-based restricted stock unit program and will receive an annual grant of stock options, in each case with a target value of $1,060,000. His first grants under these programs will be made in
2021. Mr. Sutula’s actual awards under these programs may vary from target based on performance in accordance with the formulas and methodologies employed in the applicable programs, as determined by the Committee.
In connection with his departure from the Company, Mr. Jakobsen will receive certain severance payments and benefits in accordance with a termination for
company convenience as described in the Company’s 2020 Proxy Statement, including a $1,275,000 cash payment representing 18 months of Mr. Jakobsen’s current salary, as well as relocation benefits in accordance with the Company’s International
Assignment Policy and reimbursement of certain costs associated with the lease of Mr. Jakobsen’s current primary residence. The foregoing description of Mr. Jakobsen’s termination benefits is qualified in its entirety by reference to the
Separation Agreement between the Company and Mr. Jakobsen, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.