ECL Ecolab Inc

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.      )

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Filed by a Party other than the Registrant ☐

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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ECOLAB INC.

(Name of Registrant as Specified In Its Charter)

   

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

In accordance with Rule 14a-6(d) under Regulation 14A of the Securities Exchange Act of 1934, please be advised that Ecolab Inc. intends to release definitive copies of this Proxy Statement to stockholders beginning on or about March 25, 2025.

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Thanks to the best sales and service team in the business, we delivered record sales, record adjusted earnings per share, record operating income margins and record free cash flow by taking care of our customers.”

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The Board would like to thank you for your continued confidence in our Company. We have the privilege of witnessing firsthand the many reasons why that confidence is well placed.”

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TO THE STOCKHOLDERS OF ECOLAB INC.

The Annual Meeting of Stockholders of Ecolab Inc. will be held virtually on Thursday, May 8, 2025, at 12:30 p.m., Central Time, by means of a live webcast. We will vote on the matters described below, which are more fully explained in the Proxy Statement. Our Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting at a physical location.

​		​	​	DATE AND TIME	​
​	Thursday, May 8, 2025 12:30 p.m., Central Time				​
​		​	​	VIRTUAL MEETING	​
​	To attend the Annual Meeting visit www.virtualshareholdermeeting.com/​ ECL2025 and enter the 16-digit control number included in your Notice of Internet Availability of Proxy Materials, voting instruction form, or proxy card and follow the prompts.				​
​	You will be able to participate in the virtual annual meeting online, vote your shares electronically and submit questions during the meeting. For more information on how to vote, see “Voting Procedures” in the General Information section starting on page 83 of the Proxy Statement.​				​
​		​	​	WHO MAY VOTE	​
​	Our Board of Directors has fixed the close of business on March 11, 2025 as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting.				​

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PROPOSALS

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BOARD RECOMMENDATION

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SEE PAGE

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1

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Election of 13 director nominees named in the Proxy Statement to a one-year term ending in May 2026

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FOR each director nominee

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12

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2

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Approval, on an advisory basis, of the compensation of our named executive officers disclosed in the Proxy Statement

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FOR

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39

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3

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Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the current year ending December 31, 2025

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FOR

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78

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4

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Approval of amendments to the Ecolab Inc. Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware Law

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FOR

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81

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5

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Transaction of such other business as may properly come before our Annual Meeting and any adjournment or postponement thereof

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You can also vote during the Annual Meeting by visiting www.virtualshareholdermeeting.com/ECL2025, entering the 16-digit control number, and following the instructions. For more detailed Information, see the section entitled “Voting Procedures” beginning on page 83.

​	PROXY SUMMARY​	​	​	​	​	1	​	​
​	Business Highlights	​	​	​	​	1	​	​
​	Awards and Recognition	​	​	​	​	2	​	​
​	Our Pursuit of Sustainable Value Creation	​	​	​	​	3	​	​
​	Our Approach	​	​	​	​	3	​	​
​	Board Oversight	​	​	​	​	4	​	​
​	Recent Accomplishments	​	​	​	​	5	​	​
​	Stockholder Outreach and Engagement	​	​	​	​	7	​	​
​	Our Year-Round Stockholder Engagement Program	​	​	​	​	7	​	​
​	Board of Directors Overview	​	​	​	​	9	​	​
​	Director Nominees	​	​	​	​	9	​	​
​	Board Composition after the Annual Meeting	​	​	​	​	10	​	​
​	Corporate Governance Highlights	​	​	​	​	10	​	​
​	Compensation Highlights	​	​	​	​	11	​	​
​	CORPORATE GOVERNANCE AND BOARD MATTERS	​	​	​	​	12	​	​
​	Proposal 1 — Election of Directors	​	​	​	​	12	​	​
​	Director Nominees	​	​	​	​	12	​	​
​	Director Selection Process	​	​	​	​	12	​	​
​	Director Nominee Experience and Qualifications	​	​	​	​	13	​	​
​	Nominees for Election to the Board of Directors	​	​	​	​	16	​	​
​	Corporate Governance	​	​	​	​	23	​	​
​	Overview	​	​	​	​	23	​	​
​	Director Independence	​	​	​	​	23	​	​
​	Board Leadership Structure	​	​	​	​	24	​	​
​	Executive Sessions	​	​	​	​	24	​	​
​	Board Committees	​	​	​	​	25	​	​
​	Board’s Role in Risk Oversight	​	​	​	​	29	​	​
​	Corporate Governance Practices	​	​	​	​	31	​	​
​	Board and Committee Evaluations	​	​	​	​	31	​	​
​	Code of Conduct	​	​	​	​	31	​	​
​	Political Contributions and Trade Associations Disclosures	​	​	​	​	31	​	​
​	Communications with Directors	​	​	​	​	32	​	​
​	Stockholder Recommendations for Directors	​	​	​	​	32	​	​
​	Director Attendance	​	​	​	​	32	​	​
​	Compensation & Human Capital Management Committee Interlocks and Insider Participation	​	​	​	​	32	​	​
​	Related Person Transactions	​	​	​	​	33	​	​
​	Director Compensation for 2024	​	​	​	​	33	​	​
​	Stock Retention and Ownership Guidelines	​	​	​	​	34	​	​
​	Director Compensation Table	​	​	​	​	34	​	​
​	SECURITY OWNERSHIP​	​	​	​	​	36	​	​
​	Executive Officers and Directors	​	​	​	​	36	​	​
​	Certain Beneficial Owners	​	​	​	​	37	​	​
​	EXECUTIVE LEADERSHIP​	​	​	​	​	38	​	​
​	EXECUTIVE COMPENSATION​	​	​	​	​	39	​	​

​	Proposal 2 — Advisory Vote to Approve Named Executive Officer Compensation	​	​	​	​	39	​	​
​	Compensation & Human Capital Management Committee Report	​	​	​	​	40	​	​
​	Compensation Discussion and Analysis	​	​	​	​	41	​	​
​	Executive Summary	​	​	​	​	41	​	​
​	Compensation Philosophy and Process	​	​	​	​	44	​	​
​	Program Elements	​	​	​	​	47	​	​
​	Other Compensation Policies and Considerations	​	​	​	​	54	​	​
​	Compensation Risk Analysis	​	​	​	​	56	​	​
​	Compensation Tables	​	​	​	​	57	​	​
​	Summary Compensation Table for 2024	​	​	​	​	57	​	​
​	Grants of Plan-Based Awards for 2024	​	​	​	​	59	​	​
​	Outstanding Equity Awards at Fiscal Year-End for 2024	​	​	​	​	61	​	​
​	Option Exercises and Stock Vested for 2024	​	​	​	​	63	​	​
​	Pension Benefits for 2024	​	​	​	​	64	​	​
​	Non-Qualified Deferred Compensation for 2024	​	​	​	​	67	​	​
​	Potential Payments Upon Termination or Change in Control	​	​	​	​	68	​	​
​	Pay versus Performance	​	​	​	​	72	​	​
​	Financial Performance Measures	​	​	​	​	74	​	​
​	Description of Relationships between Information Presented	​	​	​	​	74	​	​
​	Pay Ratio Disclosure	​	​	​	​	76	​	​
​	Equity Compensation Plan Information	​	​	​	​	77	​	​
​	AUDIT-RELATED MATTERS​	​	​	​	​	78	​	​
​	Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm	​	​	​	​	78	​	​
​	Audit Committee Report	​	​	​	​	79	​	​
​	Audit Fees	​	​	​	​	80	​	​
​	CHARTER AMENDMENTS​	​	​	​	​	81	​	​
​	Proposal 4 — Approval of Amendments to the Ecolab Inc. Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Delaware Law	​	​	​	​	81	​	​
​	Purpose and Effect of the Proposed Amendments	​	​	​	​	81	​	​
​	Additional Information	​	​	​	​	82	​	​
​	GENERAL INFORMATION	​	​	​	​	83	​	​
​	Questions and Answers about the Annual Meeting	​	​	​	​	83	​	​
​	Voting Procedures	​	​	​	​	83	​	​
​	Quorum, Abstentions, and Broker Non-Votes	​	​	​	​	84	​	​
​	Vote Tabulation	​	​	​	​	85	​	​
​	Voting by Plan Participants	​	​	​	​	86	​	​
​	List of Registered Stockholders	​	​	​	​	86	​	​
​	Other Information	​	​	​	​	86	​	​
​	APPENDIX A	​	​	​	​	90	​	​
​	APPENDIX B	​	​	​	​	91	​	​

This proxy summary is intended to provide a broad overview of the items that you will find elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and we encourage you to read the entire Proxy Statement carefully before voting. We are first making this Proxy Statement and accompanying form of proxy available to our stockholders on March 25, 2025. References made below to “Ecolab,” “the Company,” “we,” “our,” or “us” are to Ecolab Inc.

BUSINESS HIGHLIGHTS

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Organic Sales, Organic OI Margin and Adjusted Diluted EPS are non-GAAP financial measures. See Appendix B for reconciliation information of these Non-GAAP financial measures to U.S. GAAP.

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1      ECOLAB PROXY STATEMENT 2025

Proxy Summary

AWARDS AND RECOGNITION

ECOLAB PROXY STATEMENT 2025       2

Proxy Summary

OUR PURSUIT OF SUSTAINABLE VALUE CREATION

Ecolab’s expertise puts us at the crossroads of some of the world’s most pressing macrotrends. Across the value chain, we work to address the demands of shifting demographics, public health, climate change and water resiliency. At Ecolab, we see global challenges not as disruptive hurdles, rather as opportunities to reinforce our powerful business model to drive change, helping businesses succeed while protecting people and vital resources.

We do this in ways big and small — from providing more water- and energy-efficient dish machines to local restaurants and hotels, to reducing water use for data centers, auto manufacturers and power plants that service the globe. In each case, we deliver comprehensive science-based solutions, data-driven insights and world-class service to advance food safety, maintain clean and safe environments, optimize water and energy use and improve operational efficiencies.

And as the world continues to seek solutions to evolving, pressing problems, we are prepared to solve them today, together with our customers and communities. In short, we are doing well by doing good.

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Through Ecolab’s proprietary eROI approach, which calculates the exponential return on our customers’ investment in our products and services, we measure the positive impact of our solutions. eROI helps customers quantify their return while enabling them to plan and track their progress across a range of performance and environmental goals.

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In 2023, we helped customers:

OUR APPROACH

3      ECOLAB PROXY STATEMENT 2025

Proxy Summary

Source: www.sustainabilityknowledgegroup.com/measuring-stakeholder-capitalism

BOARD OVERSIGHT

Our Board has oversight of these efforts. Our Safety, Health and Environment (“SH&E”) Committee plays a prominent part in this oversight, with responsibility for reviewing and overseeing our sustainability policies, programs, and practices that affect, or could affect, our employees, customers, stockholders, and neighboring communities.

The SH&E Committee’s work is informed by our Sustainability Executive Advisory Team, led by the Senior Vice President and Chief Sustainability Officer. The Sustainability Executive Advisory Team monitors the risks and opportunities related to climate change and water stress, as well as our overall sustainability performance by collaborating with the global SH&E, supply chain, regulatory, and corporate risk departments. The SH&E Committee receives regular updates from management on the Company’s sustainability goals and activities.

For example, the SH&E Committee’s sustainability reviews include: overall climate-related risks and progress towards Ecolab’s approved Science Based Climate Target aligned to a 1.5°C pathway to achieve net zero emissions by 2050, and actions to implement the recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”).

In 2024, the SH&E Committee received updates on Ecolab’s climate-related risks and opportunity assessment, undertaken in alignment with best practices of the TCFD, the results of which are currently being used to develop adaptation and mitigation plans for relevant climate change risks. Other committees of the Board, such as the Audit Committee, Governance Committee and the Compensation & Human Capital Management Committee follow a similar process for the sustainability and social responsibility topics over which they exercise oversight. The Board receives an annual presentation from members of the Sustainability Executive Advisory Team on our progress against our sustainability goals, and implementation of projects and related activities, which includes management of water and climate-related issues, as appropriate. The Committees also report to the Board on their activities related to these topics. These activities contribute to the Board’s oversight of sustainability, climate- and water-related issues.

ECOLAB PROXY STATEMENT 2025       4

Proxy Summary

RECENT ACCOMPLISHMENTS

Here are some highlights of our efforts in 2024:

Water Leadership and Partnerships

Climate Leadership and Action

For over a century we have believed that doing the right thing, the right way, was good for business. This remains unchanged. More than ever, we believe that we will continue to grow fast by growing our net positive impact on people and the planet and by growing our teams. We believe that Ecolab’s long-term success, world-class innovation and best-in-class performance have

5      ECOLAB PROXY STATEMENT 2025

Proxy Summary

benefited from a workplace that increasingly matches our end markets, and where individuals from all backgrounds are encouraged to reach their full potential. We believe in providing training and career development opportunities to all employees and in compensating and rewarding our employees based on merit and equitably.

We also invested significant amounts of time and money in the growth and development of our associates globally.

We primarily engage with the communities in which we operate through the Ecolab Foundation. Since 1986, the Ecolab Foundation has implemented community impact programs to support communities where our employees live and work, focusing on giving to local non-profit organizations in the areas of:

Through this work, we engage in direct dialogue with a variety of community groups to understand what matters most and incorporate their feedback into our approach.

We believe that strong and effective corporate governance is essential to our overall success and are committed to maintaining a corporate governance structure that promotes long-term stockholder value and supports Ecolab’s policies and programs that affect, or could affect, our employees, customers, stockholders, and neighboring communities. Our Board reviews our major governance policies, practices and processes regularly in the context of current corporate governance trends, investor feedback, regulatory changes and recognized best practices. Our focus on governance carries through the organization and is an important part of Ecolab’s corporate culture.

ECOLAB PROXY STATEMENT 2025       6

Proxy Summary

STOCKHOLDER OUTREACH AND ENGAGEMENT

We recognize the value of, and are committed to, engaging with our stockholders. We believe strong corporate governance includes proactive outreach and engagement with our stockholders on a regular basis and in a variety of settings throughout the year to better understand the issues that are important to them. These opportunities enable us to learn about matters important to our stockholders, driving improvements in our policies, communications and other areas. As part of our stockholder engagement program, our senior management team engaged with over 1,900 investors during 2024 on a variety of topics in a number of forums including quarterly earnings calls, investor and industry conferences, roadshows, analyst meetings, our annual corporate sustainability conference, and individual corporate governance and sustainability-related discussions with stockholders. In 2024, our Lead Independent Director also participated in conversations with stockholders representing approximately 37% of our shares.

OUR YEAR-ROUND STOCKHOLDER ENGAGEMENT PROGRAM

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Proxy Summary

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Proxy Summary

BOARD OF DIRECTORS OVERVIEW

DIRECTOR NOMINEES

The Board of Directors is asking you to elect 13 director nominees. The table below provides summary information about the nominees. A nominee will only be elected if the number of votes cast for the nominee’s election is greater than the number of votes cast against the nominee. For more information, see page 85.

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As an integral part of his job duties as CEO of Anheuser-Busch InBev SA/NV (“AB InBev”), Mr. Doukeris sits on the boards of two publicly traded companies that are majority owned and controlled by AB InBev.

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Ms. Gross will retire from McDonald’s Corporation prior to her appointment to the Board of Directors. Ms. Gross is expected to be appointed to the Board after her retirement and before the Annual Meeting.

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9      ECOLAB PROXY STATEMENT 2025

Proxy Summary

BOARD COMPOSITION AFTER THE ANNUAL MEETING

CORPORATE GOVERNANCE HIGHLIGHTS

ECOLAB PROXY STATEMENT 2025       10

Proxy Summary

COMPENSATION HIGHLIGHTS

We believe that our long-term equity incentive program, which typically accounts for at least half of our NEOs’ total annual compensation, is an effective tool in aligning our executives’ interests with those of our stockholders and in incentivizing long-term value creation.

For more information on our compensation philosophy and process, see page 44.

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DIRECTOR NOMINEES

The Governance Committee of our Board of Directors has nominated the 13 persons named on the following pages for election at the 2025 Annual Meeting. If elected, the nominees will hold office as directors from election until the next Annual Meeting of Stockholders or until their successors are elected and qualified or until their death, resignation or removal. All of the nominees are currently Company directors who were appointed by stockholders at the 2024 Annual Meeting, except for Mr. Doukeris and Ms. Gross. Mr. Doukeris was elected to the Board effective February 20, 2025, and Ms. Gross is expected to be appointed to the Board after her retirement from McDonald’s Corporation and before the 2025 Annual Meeting. Committee assignments for Mr. Doukeris and Ms. Gross will be determined at a later date. Both nominees were initially referred by an external search firm that was retained to identify potential candidates, recommended by the Governance Committee and interviewed by independent members of the Board. We would like to thank our valued colleague, Arthur J. Higgins, who is not standing for re-election, for his service and valuable contributions to the Board.

DIRECTOR SELECTION PROCESS

Our Governance Committee leads all efforts related to Board refreshment. Each year, our Governance Committee reviews its Board membership qualifications and assesses the composition of the Board against these criteria, with a focus towards ensuring that the Board includes directors who possess the necessary backgrounds, experiences, and knowledge, offer a range of perspectives, and demonstrate independent judgment. The Governance Committee seeks to ensure that directors have a wide range of professional and personal skills that will support meaningful contributions to the strategic vision of the Company and oversight of business risks. We believe directors with such diversity of skills and experiences provide a deeper and better understanding of our customers and the business environments in which they operate, our end markets, and our associate experiences in the global workforce. The Committee also considers possible conflicts of interest, and any other factors it determines appropriate to meeting the needs of the Board at that particular time. Accordingly, and as set forth in the Governance Committee charter and the Corporate Governance Principles, the Governance Committee will identify, evaluate and recommend, and the Board nominates, candidates for election or re-election to the Board, based on criteria including the following:

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the highest standards of personal and professional integrity

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the ability and judgment to serve the long-term interest of our stockholders

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relevant background, professional expertise and experience relevant to our business that will contribute to the overall effectiveness of the Board

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broad business and social perspective

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demonstrated independence of thought and judgment

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the ability to communicate openly with other directors and to meaningfully participate in the Board’s decision-making process

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commitment to serve on the Board for a period of time that ensures continuity and sufficient time to develop knowledge about our business

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willingness to devote appropriate time and effort to fulfilling the duties and responsibilities of a Board member

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the ability and willingness to objectively appraise the performance of management

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any other factors the Committee deems appropriate to meeting the needs of the Board at that particular time

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Under our Corporate Governance Principles, the preferable size of the Board is between 11 and 15 members, in order to facilitate effective discussion and decision-making, adequate staffing of Board Committees, and a desired mix of diversified experience and background. Effective as of the Annual Meeting, the size of our Board of Directors will be 13 members.

ECOLAB PROXY STATEMENT 2025       12

Corporate Governance and Board Matters

DIRECTOR NOMINEE EXPERIENCE AND QUALIFICATIONS

The Board of Directors and the Governance Committee believes our director nominees possess the broad and diverse skills, experience, and background required to oversee management of our large and complex global business and to carry out their responsibilities as directors. The following chart provides a snapshot of the experience, expertise, and skills of our director nominees and our Board as a whole.

Our Board believes these experiences, expertise, and skills contribute to effective oversight of our strategy and operations and are aligned with our long-term business strategies.

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Corporate Governance and Board Matters

The following matrix highlights the mix of key skills and expertise, that among other factors, led the Board and the Governance Committee to recommend these nominees for election to the Board. The matrix is intended to depict notable areas of focus for each director nominee. The absence of a mark does not mean that a particular director does not possess that qualification or skill.

The following charts illustrate the Board composition after the Annual Meeting.

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Corporate Governance and Board Matters

Our Board selected these 13 director nominees based on their diverse set of backgrounds, skills, and experiences, which align with our business strategy and contribute to the effective oversight of Ecolab.

In nominating Mr. Zillmer, the Board has once again evaluated Mr. Zillmer’s continued service as the Non-Executive Chairman of CSX Corporation and his current role as CEO and board member of Aramark. Our Board recognizes that certain proxy advisors and stockholders have raised questions about the public company commitments for Mr. Zillmer. Mr. Zillmer has been highly engaged since joining our Board in 2006 and in 2024 attended 100% of the Board meetings and 100% of meetings of committees on which he serves. Mr. Zillmer is a fully active participant in our Board meetings and deliberations, is readily available for consultation with other independent directors, is a recognized leader among the Board for his responsiveness in between meetings, and serves an important role in the strong, independent oversight of management. Mr. Zillmer’s deep knowledge of the Company’s Institutional business, significant public company board experience and his proven leadership as CEO of three different companies over the course of his career are all highly valued by Ecolab and its Board of Directors. Our Board strongly believes that Mr. Zillmer has demonstrated, and will continue to demonstrate, his ability to devote the sufficient time and capacity needed to carry out his obligations as a Board member for Ecolab including in his role as a member of the Compensation & Human Capital Management and Finance Committees. After thorough consideration and assessment of Mr. Zillmer’s ongoing performance as an Ecolab Board member including Board evaluations submitted by each independent director, the Board unanimously recommends the re-election of Mr. Zillmer at the Annual Meeting.

The Board of Directors has no reason to believe that any of the named nominees is not available or will not serve if elected. If, for any reason, any nominee becomes unavailable for election prior to our Annual Meeting, the proxies solicited by our Board of Directors will be voted for such substituted nominee as is selected by our Board of Directors, or our Board of Directors, at its option, may reduce the number of directors constituting the entire Board.

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Corporate Governance and Board Matters

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

These are the Board’s nominees for the Board of Directors, as recommended by the Governance Committee:

ECOLAB PROXY STATEMENT 2025       16

Corporate Governance and Board Matters

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Corporate Governance and Board Matters

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Corporate Governance and Board Matters

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Corporate Governance and Board Matters