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2021 Proxy Statement

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2021 Proxy Statement 2021 Proxy Statement Notice of Annual Meeting of Shareholders to be held on October 12, 2021, at 12:00 p.m. Letter from our Chairman, President, and CEO August 27, 2021 Fellow Procter & Gamble Shareholders: I hope this year’s Proxy Statement finds you safe and well. The year we just completed was marked by uncertainty, volatility, and challenge, both for our Company and for many of us personally. Nevertheless, P&G people continued to step up and step forward to keep each other safe, to serve consumers, and to support communities around the world. Importantly, these priorities are completely congruent with our long-term strategic choices. Our integrated strategy was delivering strong results before the crisis, it is serving us well during the pandemic, and we believe it will continue to serve us well after the crisis through a portfolio of daily-use categories where performance drives brand choice; superiority across product, package, brand communication, retail execution and value; productivity in all areas of cost and cash; constructive disruption in all facets of our operations; and a more agile, accountable, and empowered organization. Because of the hard work of P&G people and the underlying momentum generated by our integrated strategy, our overall business remained strong. I invite you to read more about our results, our immediate priorities, and our long-term growth strategy in our 2021 Annual Report. This volatile year has served as a pointed reminder that Corporate Citizenship—our collective Environmental, Social, and Governance (ESG) practices and impacts, together with the related activities and commitments we have made—cannot be something done on the side. It must be built into how we do business throughout the organization every day. As we have sought to be a force for good and a force for growth, the Board of Directors and its Committees remain actively engaged in this work, providing oversight and strategic guidance on our efforts. We have also continued to increase our transparency about our Citizenship work and our impact. If you have not already, I invite you to visit our ESG for Investors website (www.pginvestor.com/esg), where we publish a variety of information and data about our practices and policies, including our workforce and Board demographic data, TCFD and SASB disclosures, Forestry Practices Report, and more. This broad work continues to be a significant focus for us, and its integration into our business reflects the importance that serving a broad set of stakeholder interests has to our strategy for long-term value creation. As I prepare to step into the role of Executive Chairman on November 1, I look forward to continuing to serve the Company and its shareholders in a new capacity. And I have every confidence that Jon Moeller, who will succeed me as President and Chief Executive Officer, will continue to bring to bear his tremendous foresight, focus, and commitment to P&G, its people, and its shareholders as he leads the Company forward. Thank you for your continued investment in and engagement with our Company. I look forward to sharing more with you during our annual meeting in October. David S. Taylor Chairman of the Board, President, and Chief Executive Officer NOTICE OF ANNUAL MEETING OF SHAREHOLDERS August 27, 2021 Fellow Procter & Gamble Shareholders: It is my pleasure to invite you to this year’s annual meeting of shareholders. The meeting will take place on Tuesday, October 12, 2021, at 12:00 p.m. Eastern Daylight Time. To support the health and well-being of our employees and our shareholders, particularly given the continuing uncertainty of the COVID-19 pandemic and significant variations in local transmission and vaccination rates, this year’s meeting will be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/PG2021. At the meeting, our shareholders will be asked to: Í Elect the 12 Director nominees listed in the accompanying proxy statement; Í Ratify the appointment of the independent registered public accounting firm; Í Approve, on an advisory basis, the Company’s executive compensation (the “Say on Pay” vote); Í Vote on the shareholder proposal described in the accompanying proxy statement, if properly presented at the meeting; and Í Transact such other business as may properly come before the meeting. Shareholders of record as of the close of business on August 13, 2021 (the “record date”) are entitled to vote at the annual meeting and any postponement or adjournment thereof. Please see pages 2-6 for additional information regarding accessing the meeting and how to vote your shares. You do not need to attend the virtual meeting in order to vote your shares. Your vote is important. Please vote your proxy promptly to ensure your shares are properly represented, even if you plan to join the annual meeting. You can vote by Internet, by telephone, or by requesting a printed copy of the proxy materials and using the enclosed proxy card. We appreciate your continued confidence in our Company and look forward to your joining us virtually on October 12, 2021. Deborah P. Majoras Chief Legal Officer and Secretary REVIEW THE PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS: VIA THE INTERNET IN ADVANCE BY MAIL Visit www.proxyvote.com. Sign, date, and return the enclosed proxy card or voting instruction form. BY TELEPHONE AT THE MEETING Call the telephone number on your Attend the annual meeting virtually. See proxy card, voting instruction form, or page 4 for additional details on how to notice. attend. The Company’s principal executive offices are located at 1 Procter & Gamble Plaza, Cincinnati, Ohio 45202. These proxy materials are first being made available to our shareholders on August 27, 2021. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on October 12, 2021: This Notice of Annual Meeting, the Proxy Statement, and the 2021 Annual Report are available at www.proxyvote.com. TABLE OF CONTENTS Table of Contents Proxy Summary i Glossary of Terms 1 Voting and Meeting Information 2 Election of Directors 7 Item 1. Election of Directors 7 Corporate Governance 16 Director Compensation 30 Compensation & Leadership Development Committee Report 33 Compensation Discussion & Analysis 34 Executive Compensation 54 Summary Compensation Table 54 Grants of Plan-Based Awards Table 57 Outstanding Equity at Fiscal Year-End Table 59 Option Exercises and Stock Vested Table 61 Pension Benefits Table 63 Nonqualified Deferred Compensation Table 64 Payments upon Termination or Change in Control Table 66 Pay Ratio 70 Beneficial Ownership 72 Audit Committee Report 77 Board Proposals 79 Item 2. Proposal to Ratify Appointment of the Independent Registered Public Accounting Firm 79 Item 3. Proposal for Advisory Vote on Executive Compensation 80 Item 4. Shareholder Proposal – Inclusion of Non-Management Employees on Director Nominee Candidate List 81 Other Matters 84 Exhibits Exhibit A. Reconciliation of Non-GAAP Financial Measures A-1 Exhibit B. The Procter & Gamble Company Audit Committee Policies B-1 [THIS PAGE INTENTIONALLY LEFT BLANK] PROXY SUMMARY Proxy Summary This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. Please carefully read the entire Proxy Statement before voting. Voting Matters and Board Recommendations Board Vote See Voting Matter Vote Standard Recommendation Page Item 1 Election of Directors Majority of votes cast FOR EACH NOMINEE 7 Ratification of Independent Registered Public Item 2 Majority of votes cast FOR 79 Accounting Firm Item 3 Advisory Vote on Executive Compensation Majority of votes cast FOR 80 Shareholder Proposal – Inclusion of Non-Management Item 4 Majority of votes cast AGAINST 81 Employees on Director Nominee Candidate Lists P&G’s Integrated Growth Strategy Our integrated and mutually reinforcing strategies are the foundation for long-term, balanced growth and value creation. We established our growth strategy long before the COVID-19 pandemic and the resulting health, economic, and societal challenges that the world still faces more than a year later. As we continue to focus on our immediate priorities—ensuring the health and safety of PORTFOLIO performance drives P&G people around the world, maximizing the brand choice availability of our products, and supporting communities, relief agencies, and the many people on the front lines of this pandemic—we remain committed to these strategic ORGANIZATION INTEGRATED SUPERIORITY choices. empowered, agile GROWTH to win with accountable STRATEGY consumers We believe they position P&G well to continue to serve the heightened needs and new behaviors of consumers and our retail and distributor partners. Additional information about our Company performance CONSTRUCTIVE PRODUCTIVITY DISRUPTION to fuel and execution of these strategies can be found in our across our investments 2021 Annual Report and in this Proxy Statement business beginning on page 35. Our Director Nominees’ Diversity The Board seeks to achieve a mix of Board members that represents a diversity of background and experience, including with respect to age, gender, international background, race, and specialized experience. Further, the Board’s balanced tenure reflects its goal to achieve a blend of new and experienced Directors. Average Age Gender Race/Ethnicity Independence Average Tenure Refreshment 60 50% 33% 10/12 <6 42% years 4/12 are years 5/12 added in the 6/12 are women racially/ethnically are independent last 2 years diverse 2021 Proxy Statement i PROXY SUMMARY Our Director Nominees You are being asked to vote on the election of the 12 Directors listed below. Additional information about each nominee’s background and experience can be found beginning on page 10. Board Committee Name Position Age Tenure Memberships Chief Strategy Officer and Senior Vice President of Appointed Audit B. Marc Allen(I) Strategy and Corporate Development at The Boeing 48 Feb.
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