PROCTER & GAMBLE Co PG

52% shingled-prose overlap between the two filings.

2024: 69,001 chars · 2025: 69,668 chars

• Committee Report:52% overlap (750 → 772 chars)
• Pay Ratio (Item 402(u)):20% overlap (1,286 → 3,552 chars)
• Say-on-Pay proposal:73% overlap (1,882 → 1,874 chars)

• changedThe focus of this discussion and analysis is on the Company’s compensation philosophies and programs for its named executive officers (“NEOs”) for FY 2024-25. 2023-24.
• changedMoeller Chairman of the Board, President and Chief Executive Officer Andre SchultenChief FinancialOfficer Shailesh JejurikarChief OperatingOfficer Jennifer L. Ma.
• newDavisChief Executive Officer –Health Care Sundar RamanChief Executive Officer –Fabric and Home Care
• newLeadership Changes
• newAs announced on July 28, 2025, the Board elected Mr. Jejurikar as President and Chief Executive Officer and Mr. Moeller as Executive Chairman, both effective January 1, 2026.
• newExecution of our integrated strategy enabled the Company to deliver continued growth and return significant cash to shareowners in a challenging environment.
• changedThe Company’s targets for FY 2024-25 2023-24were as follows: 3-5% 4-5%Organic Sales Growth, 5-7% 6-9%Core EPS Growth, and 90% Adjusted Free Cash Flow Productivity.
• changedThe Company delivered below metorexceededits going-in target ranges for its key financial measures.
• changedThese outcomes led to below-target above-targetpayouts in our annual incentive program. programs.
• changed+2% +4%ORGANIC SALES GROWTH +4% +12%CORE EPS GROWTH 87% 105%ADJUSTED FREE CASH FLOW PRODUCTIVITY 135 134YEARS OF DIVIDEND PAYMENTS 69 68YEARS OF DIVIDEND INCREASES > $16B $14BRETURNED TO SHAREHOLDERS2
• changed1 The targets mentioned in this section reflect the original FY 2024-25 2023-24financial guidance provided by the Company on July 30, 2024. 28,2023.
• changedFY 2024-25 2023-24actuals for Organic Sales Growth, Core EPS Growth, Growthand Adjusted Free Cash Flow Productivity were used in the calculation of Year 3 Performance Stock Program results, as further detailed in this section. onpage49.
• newOrganic Sales Growth and Core EPS Growth were used in the calculation of the Total Company Factor for the STAR annual bonus, described in more detail in this section.
• changedAdjusted Free Cash Flow Productivity is the ratio of adjusted free cash flow (operating cash flow less capital spending Expendituresand excluding paymentsforthetransitional tax payments resulting from relatedtothe 2017 U.S. Tax Act) to net earnings, excluding certain items that are not judged to be part of the Company’s sustainable results or trends.
• changed2025 2024Proxy Statement 40
• changed62-184% 67-184%RANGE OF AVERAGE STAR PAYOUT FOR NEOSOVER THE PAST 10 YEARS 35%-200% 34%-200%RANGE OF PSP PAYOUT OVER THE PAST10 YEARS 2 PAY COMPETITIVELY By setting target compensation opportunities to be competitive with a peer group of other global corporations of similar size, value, and complexity.
• changedFinancial goals are established in both the short-term short-and long-term long-termincentive programs with the intent to drive balanced top- and bottom-line growth and cash flow productivity.
• changedEthics and Compliance Our Purpose, Values, and Principles (“PVPs”) (PVPs)are the foundation of everything we do as a Company and require high ethical standards of our executives.
• changedTo hold our executives accountable to our PVPs, stewardship and compliance are taken into account in the annual performance assessment of our executive officers, which affects salary increases and long-term incentive LTIgrant amounts.
• changedWe design our programs so that the main components of NEO compensation (salary,STAR,LTIP,andPSP)vary by type (fixed versus performance-based), length of performance period (short-term versus long-term), and form (cash versus equity).
• changed2025 2024Proxy Statement 42
• changedProgramPURPOSE AND KEY CHARACTERISTICS BASE SALARY Purpose: Rewards individual performance Key Characteristics: ● Market-competitive based on the median cash compensation of comparable positions in the compensation peer group, regressed for revenue size where appropriate.
• changed● Fixed component with progression over time based on individual performance and scope of responsibility.
• changedSHORT-TERM ACHIEVEMENT REWARD (“STAR”) Purpose: (STAR)Rewards Business Unit and Company performance Key Characteristics: ● Market-competitive target set as a percentage of salary based on total cash compensation benchmarking.
• changed● The STAR award is based on a weighted formula of 70% Business Unit Performance Factor and 30% Total Company Performance Factor (as modified by the ESG Factor, i.e., i.e.a multiplier of 80-120%).
• changedExceptional performance results in higher awards, awardsand poor performance could result in a zero payout.
• changed● Executives can elect to receive stock options in lieu of cash or may elect to defer into a nonqualified deferred compensation account.
• changedLONG-TERM INCENTIVE PROGRAM (“LTIP”) Purpose: (LTIP)Award size rewards individual performance; performanceFocuses executives on the long-term success of the Company and enhances retention Key Characteristics: ● Target grant values are based on peer median long-term compensation target values.
• changed● Final award amounts are based on business results and individual contributions.
• changed50% of the executive’s total long-term incentive LTIvalue is delivered in the LTIP.
• changed● Executives can elect to receive their LTIP as stock options with three-year cliff-vesting and 10-year expiration or RSUs with three-year cliff-vesting, or a combination of both.
• changedPERFORMANCE STOCK PROGRAM (“PSP”) Purpose: (PSP)Award size rewards individual performance; performanceFocuses executives on key financial measures intended to drive P&G to the top-third of our marketplace competitive peer group Key Characteristics: ● 50% of the executive’s total long-term incentive LTIvalue is delivered in the PSP.
• changed● The initial grant of Performance Stock Units (PSUs) pays out at the end of a three-year performance period based on the Company’s performance against four balanced financial metrics that are the key drivers of Total Shareholder Return and is further modified by a Relative TSR Multiplier.
• changedRETENTION AND RECOGNITION Purpose: Retention of talent or recognition of exceptional performance Key Characteristics: ● RSUs with special vesting; used rarely.
• changedOTHER COMPENSATION Purpose: Ensures Ensurethe safety and productivity of executive officers Key Characteristics: ● Annual physicals, financial planning, transportation, security, life insurance, and corporate aircraft use.
• changedRETIREMENT P&GProfitSharingTrustAND DEFERRED COMPENSATION PLANS Purpose: EmployeeStockOwnershipPlan(“PST”)NQDCPlanInternationalRetirementPlan(“IRP”)GlobalInternationalRetirementArrangement(“IRA”)Provides market-competitive benefits for retirement income and tax-advantaged financial planning Key Characteristics: ● U.S. employees participate in the P&G Profit Sharing Trust and Employee Stock Ownership Plan (”PST”), PST,in which the Company makes an annual contribution used to purchase Company stock.
• changed● Non-U.S. Non-USexecutives participate in the International Retirement Plan, IRP,in which they receive RSUs valued at an amount equal to the contribution that would have been contributed under the PST.
• new● The Procter & Gamble Global International Retirement Arrangement Plan provides a supplemental retirement benefit to certain employees which is intended to mitigate any adverse impact to total pension values in their home countries.
• changed● A full description of Retirement Programs and Non-Qualified Deferred Compensation (NQDC)is provided on page 51. 50.
• changedAll salary adjustments described below were effective October 1, 2024. 2023.
• changedMr. Moeller’s annual salary increased by 3.1% to $1,650,000 remainedunchangedat$1,600,000based on a review of this element of his total compensation alreadybeingpositionedcompetitivelyversus peer market pay.
• newFor the other NEOs: Mr. Schulten’s annual salary increased by 5.0% to $1,050,000, Mr. Jejurikar’s salary increased by 4.4% to $1,175,000, Ms. Davis’s salary increased by 7.1% to $910,000, and Mr. Raman’s salary increased by 8.1% to $930,000.
• changed2025 2024Proxy Statement 44
• changedThe CEO, CFO, and CHRO (collectively, the “STAR (“STARCommittee”) recommend Business Unit Performance Factors based on a retrospective assessment of the performance of each business unit against six metrics:
• changedGoal What It Measures Purpose of the Measure Organic Sales Growth One-year business unit organic sales growth Rewards meeting / exceeding organic sales growth targets Operating Profit Growth One-year business unit operating profit growth Rewards meeting / exceeding operating profit growth targets Adjusted Free Cash Flow Productivity One-year business unit adjusted free cash flow productivity Rewards effective conversion of earnings into cash Value Share One-year business unit increase in value share Rewards market share growth versus competition Operating TSR One-year business unit total shareholder return Rewards balanced top- and bottom-line growth with strong cash flow Internal Controls One-year measure of audit results and issue remediation Rewards strong governance and stewardship
• changedThe C&LD Committee sets targets for the Company’s annual Organic Sales Growth and Core EPS Growth as the basis for the Total Company Performance Factor to encourage a balanced focus on both top- toplineand bottom-line results and to encourage collaboration among the business units.
• changedSenior executives, including the NEOs, have an ESG Factor applied to their Total Company Performance Factor as a multiplier in a range of 80%-120%. 80%—120%.
• changedThe ESG Factor is recommended by the STAR Committee and determined by the C&LD Committee based on an ESG scorecard assessment of FY 2024-25 2023-24progress towards key long-term Environmental Sustainability and Equality & Inclusion ambitions.
• newEffective in FY 2025-26, this factor will no longer be applied to STAR awards, as further explained on pages 57.
• changedFY 2024-25 2023-24STAR ANNUAL BONUS
• changedMr. Moeller’s STAR target remained unchanged at 200% of salary and Mr. Jejurikar’s STAR target remained unchanged at 130% of salary.
• changedMr. Schulten’s, Ms. Davis’s, and Mr. Raman’s Schulten’sSTAR targets targetalso remained unchanged at 115% of salary.
• newAt the beginning of FY 2024-25, the C&LD Committee established the following Total Company Performance Factor targets: Organic Sales Growth at 4% and Core EPS Growth at 6%, consistent with our long-term algorithm.
• changedOrganic Sales Growth and Core EPS Growth were 1.8% 3.9%and 3.6%, 11.7%,respectively, resulting in a Total Company Performance Factor of 32%. 120%.
• newExecution of our integrated strategy enabled the Company to grow Organic Sales and Core EPS and to return cash to shareowners despite volatile macroeconomic, geopolitical, and consumer dynamics resulting in market-level headwinds that were not anticipated at the start of the fiscal year.
• changedThe C&LD Committee established an ESG Scorecard, ScorecardatthebeginningofFY2023-24,which included progress and plans in the areas of scope 1, 2, and 3 greenhouse gas emission reduction, consumer packaging circularity, water restoration goalsin priority areas, responsible sourcing of palm oil and certified fiber, and representation of women and U.S. ethnic minorities at management and executive levels.
• changedBased on a retrospective assessment of strong significantprogress delivered against the Scorecard and plans in place to enable future progress, the C&LD Committee approved an ESG Factor of 100%.
• changedThis resulted in an unchanged Total Company Factor of 32% 120%for the NEOs.
• changedThe C&LD Committee then reviewed the recommendations provided for the Business Unit Performance Factors and, after considering CompanyperformanceandESGresultsandthe appropriate combination of Business Unit Performance Factors for each NEO, approved the following STAR awards:
• changedFY 2024-25 2023-24STAR Awards NEO STARTarget ($) Business UnitFactor(70% Weight)(%) Weight)(%)TotalCompanyFactor(%) ESGFactor(%)ESGAdjustedCompanyFactor(30%Weight)(%)STARAward ($) STAR Award(% of Target) Jon R.
• newMoeller 3,300,000 68 32 1,887,600 57 Andre Schulten 1,207,500 68 32 690,690 57 Shailesh Jejurikar 1,527,500 68 32 873,730 57 Jennifer L.
• newDavis 1,046,500 89 32 750,602 72 Sundar Raman 1,069,500 85 32 737,153 69
• changedInstead, the C&LD Committee used the weighted average of all Business Unit Performance Factors and the Total Company Performance Factor (asmodifiedbytheESGFactor)to determine the awards according to the STAR formula for Mr. Moeller and Mr. Schulten.
• changedAs COO and leader of the Global Enterprise Market businesses, Mr. Jejurikar’s award was also based on the weighted average of all Business Unit Performance Factors and the Total Company Performance Factor. Factor(asmodifiedbytheESGFactor).
• newMs. Davis’s Business Unit Factor was based 75% on the Oral Care business, for which she had direct oversight, and 25% on the Personal Health Care business.
• newMr. Raman’s Business Unit Factor was based 75% on the Fabric Care business, for which he had direct oversight, and 25% on the Home Care and P&G Professional businesses.
• changed2025 2024Proxy Statement 46
• changedGoal What It Measures Purpose of Measure Relative Organic Sales Growth 3-year compounded organic sales growth relative to the competitive peer group Rewards strong organic sales growth relative to peers Core EPS Growth 3-year compounded core earnings per share growth Rewards meeting / exceeding core EPS growth target Constant Currency Core Before-Tax Before–TaxOperating Profit Growth 3-year core before-tax profit excluding the impact of foreign exchange Rewards meeting / exceeding operating profit growth target Adjusted Free Cash Flow Productivity 3-year average adjusted free cash flow productivity Rewards effective conversion of earnings into cash to enable strong cash return to shareholders Relative TSR Multiplier 3-year Total Shareholder Return relative to competitive industry peer group Increases payouts for top quartile performance and reduces payouts for bottom quartile performance
• changedFY 2024-25 2023-24LONG-TERM INCENTIVE GRANTS
• changedThe following long-term incentive grants were made on October 1, 2024. 2,2023.
• changedThese award amounts were based on the competitive market pay for each position as well as each individual’s performance and business results during the prior fiscal year (2023-24). (2022-23).
• newFY 2024-25 Long-Term Incentive Grants PSP Grant LTIP Grant Total NEO PSUs(#) Grant DateFair Value($) Options(#) Grant DateFair Value($) RSUs(#) Grant DateFair Value($) Grant DateFair Value($) Jon R.
• newMoeller 50,567 9,004,971 180,388 6,562,515 12,642 2,187,572 17,755,058 Andre Schulten 18,031 3,210,960 85,762 3,120,022 0 0 6,330,982 Shailesh Jejurikar 19,834 3,532,039 94,338 3,432,016 0 0 6,964,055 Jennifer L.
• newDavis 11,890 2,117,371 56,554 2,057,435 0 0 4,174,806 Sundar Raman 12,110 2,156,549 57,601 2,095,524 0 0 4,252,073
• new• Mr. Moeller received a long-term incentive award of $17,500,000, reflecting market data and his effective leadership as CEO.
• newHis strategic vision and leadership have been crucial in guiding the Company through global challenges and economic uncertainties, consistently delivering shareholder value and helping to ensure the Company’s long-term success.
• new• Mr. Schulten received a long-term incentive award of $6,240,000, based on market data and recognizing his strong leadership as CFO.
• newHis ability to align financial strategies with the Company’s overall objectives has
• changed2025 2024Proxy Statement 48
• newbeen instrumental in driving sustainable growth.

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