Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On September 27, 2022, Ecolab Inc., a Delaware corporation ("Ecolab" or
the "Company"), announced that Timothy P. Mulhere will retire from his position
as executive vice president and president of Global Institutional and Specialty
effective October 1, 2022. He will remain with Ecolab through a transition
period and retire from the Company at the end of 2022.
(c) On the same date, the Company also announced that Darrell Brown has been
elected to the position of president and chief operating officer effective
October 1, 2022. Mr. Brown, age 59, is currently serving as executive vice
president and president of Ecolab's Global Industrial Group, a position he has
held since April 2019. Earlier, he was executive vice president and president of
Ecolab's Energy Services Division from January 2018 to March 2019, and executive
vice president of the Global Downstream and WellChem businesses of the Energy
Services Division from April 2017 to December 2017. Previously, Mr. Brown held
several leadership positions within Ecolab, including executive vice president
and president of Europe, executive vice president of Asia Pacific and vice
president for Australia and New Zealand. Prior to joining Ecolab in 2002, Mr.
Brown spent 15 years in general manager and director roles with both local
Australian and multinational companies.
Mr. Brown's annual base salary will be increased from $625,000 to $750,000
and his target award opportunity (expressed as a percentage of base salary)
under Ecolab's annual cash incentive program will be increased from 90% to 100%
in connection with his appointment. He will also continue to participate in
Ecolab's other regular compensation arrangements for executive officers.
Information regarding such arrangements is included in the definitive proxy
statement relating to Ecolab's 2022 annual meeting of stockholders filed with
the SEC on March 18, 2022 and is incorporated herein by reference.
There is no transaction between Mr. Brown (and his immediate family) and
Ecolab that requires disclosure in accordance with Item 404(a) of Regulation
S-K.
A copy of the News Release issued by Ecolab in connection with this report
under Item 5.02(c) is attached as Exhibit 99.1.
(e) On September 22, 2022, the Compensation and Human Capital Management
Committee of the Ecolab Board of Directors approved an increase to the annual
base salary of the Company's chief financial officer, Scott Kirkland, from
$600,000 to $750,000 and an increase to his target award opportunity (expressed
as a percentage of base salary) under Ecolab's annual cash incentive program
from 75% to 100% effective October 1, 2022. Mr. Kirkland will also continue to
participate in the other regular compensation arrangements for executive
officers described in the Company's 2022 proxy statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description Method of Filing
(99.1) Ecolab Inc. News Release dated Filed herewith electronically.
September 27, 2022.
(104) Cover Page Interactive Data File. Embedded within the Inline XBRL
document.
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