Trian Partners Activist Presentation Deck slide image

Trian Partners Activist Presentation Deck

Despite Achieving ~100% of Annual Bonuses Over Time, Management Rarely Achieves Many of The Long-Term Performance Targets...Does the Board See the Disconnect? ■ ■ ■ I The Board's decision to pay management ~100% of their annual bonuses on average should indicate that P&G's performance is somewhat in line with long-term objectives However, this is clearly not the case as P&G has continuously missed their long-term performance targets reflected in the Performance Stock Program (PSP) (see green circles below) In fact, P&G's organic growth performance vs. peers has sequentially declined in each of the last five rolling 3- year plans from 29th percentile to 8th percentile (see red circles below) Despite low PSP payouts, overall long-term compensation has been buffered by significant time-vested restricted stock and option grants P&G's Performance Against 3-Year Targets (Tables Directly from P&G Proxy Statements) PSP Performance for July 1, 2010-June 30, 2013 Performance Factor Organic Sales Growth Percentile Rank in Peer Group¹ Before Tax Operating Profit Growth² Core EPS Growth³ Adjusted Free Cash Flow Productivity4 PSP Payout (Average of Performance Factors) Target Actual Payout 60th 29th 0% 7.7% 0% 0% 8.7% 95% 80% 20% Adjusted Free Cash Flow Productivity PSP Payout (Average of Performance Factors) -0.2% 4.0% 90% PSP Performance for July 1, 2012-June 30, 2015 Performance Factor Organic Sales Growth Percentile Rank in Peer Group¹ Core Before-Tax Operating Profit Growth² Core EPS Growth³ Target Actual Payout 57th 14th 0% 4.3% 0% 5.3% 17% 90% 120% 34% -0.0% 2.8% 95% PSP Performance for July 1, 2011-June 30, 2014 Performance Factor Organic Sales Growth Percentile Rank in Peer Group¹ Before Tax Operating Profit Growth² Core EPS Growth³ Adjusted Free Cash Flow Productivity4 PSP Payout (Average of Performance Factors) Adjusted Free Cash Flow Productivity PSP Payout (Average of Performance Factors) Organic Sales Growth Percentile Rank in Peer Group 1 Core Before-Tax Operating Profit Growth2 Core EPS Growth3 Adjusted Free Cash Flow Productivity4 PSP Payout (Average of Performance Factors) PSP Performance for July 1, 2014-June 30, 2017 Performance Factor PSP Performance for July 1, 2013-June 30, 2016 Performance Factor Organic Sales Growth Percentile Rank in Peer Group¹ Core Before-Tax Operating Profit Growth² Core EPS Growth³ Target Actual 57th 12th 6.0% -0.6% 7.0% 0.2% 90% 101% Target Actual Payout 57th 8th 0% 5.0% 0% 6.0% 0% 90% 156% 39% Target Artual Payout 60th 21st 0% -0.0 10 0.8% 104% 7.0% 1.0% 8.0% 3.2% 90% 91% 0% 0% 104% 26% For the 2016-2019 PSP plan, management is targeting 2.8% organic sales growth, below expected market growth. Rather than improving performance, the Board decided to lower the bar. Source: SEC filings, Company proxy statements Payout 0% 0% 0% 144% 36% - 85 -
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