Board of Directors

EXCHANGE OFFER IRS Form 8937

The members of the Ecolab Board of Directors are annually elected to serve a one-year term.

The Board of Directors has appointed Jeffrey M. Ettinger as Lead Director.

Below find a summary of the Board's current committee assignments, including "independence" status.

The Board of Directors has determined that each of the current directors, except Mr. Baker, is "independent" and meets the independence and other requirements of Section 303A.02 of the listing standards of the New York Stock Exchange, the regulations of the SEC and applicable law.

The Board's Independence policy can be found at Director Independence Standards.

If you wish to send a communication to members of our Board of Directors, please use the appropriate communication method available at Communications with Directors.

Director Biographies

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Douglas M. Baker, Jr., Director

Biography – Chairman of the Board and Chief Executive Officer of Ecolab. Director of Ecolab since 2004. Member of the Safety, Health and Environment Committee.

Since joining Ecolab in 1989, Mr. Baker has held various leadership positions within our Institutional, Europe and Kay operations. Mr. Baker was named Ecolab’s President and Chief Operating Officer in August 2002, was promoted to President and Chief Executive Officer in July 2004, and added the position of Chairman of the Board in May 2006. Mr. Baker relinquished the office of President in December 2011 upon completion of the Nalco merger. Prior to joining Ecolab in 1989, Mr. Baker was employed by The Procter & Gamble Company in various marketing and management positions.

Qualifications – Mr. Baker has more than 25 years of Ecolab marketing, sales and general management experience, including leadership roles in Ecolab’s Institutional, Europe and Kay businesses before becoming Ecolab’s Chief Operating Officer in 2002 and Chief Executive Officer in 2004. He has deep and direct knowledge of Ecolab’s businesses and operations. In addition, his experience at The Procter & Gamble Company included various marketing and management positions, including in the institutional market in which Ecolab operates. As a director of other public companies, Mr. Baker also has extensive corporate governance experience.

Other directorships held during the past five years – Lead Director of Target Corporation. Formerly a director of U.S. Bancorp.

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Shari L. Ballard, Director

Biography – Former Senior Executive Vice President and President, Multi-Channel Retail of Best Buy Co., Inc., a consumer electronics products and services retailer. Director of Ecolab since 2018. Member of the Audit and Safety, Health and Environment Committees.

Ms. Ballard retired from Best Buy in March 2019. During her 25-year career at Best Buy, Ms. Ballard last served as an Advisor at Best Buy Co., Inc. after transitioning from her position as Senior Executive Vice President and President, Multi-Channel Retail, a position that she held from March 2017 to July 2018, with responsibility for all U.S. Best Buy stores, e-commerce, customer call centers, Best Buy Mexico and real estate strategy. Ms. Ballard also held roles as President, U.S. Retail from 2014 to 2017; Chief Human Resources Officer from 2013 to 2016; President – International from 2012 to 2014, with responsibility for business in Canada, China, Europe and Mexico; and President – Americas from 2010 to 2012, with responsibility for business in the U.S. and Mexico.

Qualifications – Ms. Ballard is a seasoned executive with deep retail experience. She brings significant business group management and e-commerce experience, as well as extensive talent management experience for large scale, geographically distributed organizations. In addition to her corporate functional experience in human resources, call centers and real estate, she has held several international roles, which included responsibility for transformation efforts in Canada, China, Europe and Mexico. Her roles at Best Buy have also given her extensive background and practical skills in change management during a remarkable turnaround period at Best Buy.

Other directorships held during the past five years – Formerly a director of Delhaize Group, a Belgium-based food retailer, from 2012 until its 2015 merger with Ahold to form Ahold Delhaize.

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Barbara J. Beck, Director

Biography – Executive Advisor to American Securities LLC, a leading U.S. private equity firm, as a member of the American Securities Executive Council. Director of Ecolab since 2008. Chair of the Safety, Health and Environment Committee and member of the Governance Committee.

Ms. Beck currently is an Executive Advisor to American Securities LLC, after recently retiring from her position as Chief Executive Officer of Learning Care Group, Inc., a global for-profit early education provider, which she held from March 2011 to June 2019. Learning Care Group is a portfolio company of American Securities LLC. Prior to joining Learning Care Group, Ms. Beck spent nine years as an executive of Manpower Inc., a world leader in the employment services industry. From 2006 to 2011, Ms. Beck was President of Manpower’s EMEA operations, overseeing Europe (excluding France), the Middle East and Africa. She previously served as Executive Vice President of Manpower’s U.S. and Canada business unit from 2002 to 2005. Prior to joining Manpower, Ms. Beck was an executive of Sprint, a global communications company, serving in various operating and leadership roles for 15 years.

Qualifications – Ms. Beck has extensive general management and operational experience, including as a tenured CEO, allowing her to contribute to Ecolab’s strategic vision particularly as it relates to value creation strategies. With her Manpower knowledge of the impact of labor market trends on global and local economies combined with her knowledge of employment services, which tend to be leading economic indicators, she provides timely insight into near-term projections of general economic activity. As an executive at Sprint, Ms. Beck gained expertise in the information technology field, relevant to Ecolab’s emerging technology strategies.

Other directorships held during the past five years – Director of Performance Food Group Company. Formerly a director of Learning Care Group, Inc.

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Jeffrey M. Ettinger, Director

Biography – Retired Chairman of the Board and Chief Executive Officer of Hormel Foods Corporation, a processor and marketer of meat and food products. Director of Ecolab since 2015. Lead Director, Chair of the Governance Committee, and member of the Compensation Committee.

During his 28-year career at Hormel, Mr. Ettinger held the offices of Chairman from 2006 to 2017, Chief Executive Officer from 2006 to 2016 and President from 2004 to 2015. Prior to being named President of Hormel Foods, Mr. Ettinger served as President of Jennie-O Turkey Store, the largest subsidiary of Hormel Foods, and in various other positions including Treasurer, Product Manager for Hormel® chili products, and corporate and senior attorney.

Qualifications – With more than 25 years of experience with Hormel Foods, a public food products company with global operations, Mr. Ettinger brings directly relevant operational experience in one of Ecolab’s major end-markets. From his experience as Chairman and Chief Executive Officer of a Fortune 500 public company with global operations, Mr. Ettinger possesses executive leadership attributes and provides relevant insight and guidance with respect to numerous issues important to Ecolab, including public company governance, mergers and acquisitions and regulatory matters.

Other directorships held during the past five years – Director of The Toro Company. Formerly a director of Hormel Foods Corporation.

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Arthur J. Higgins, Director

Biography – President and Chief Executive Officer and member of the Board of Directors of Assertio Therapeutics, Inc., a specialty pharmaceutical company. Director of Ecolab since 2010. Member of the Compensation and Safety, Health and Environment Committees.

Prior to joining Assertio Therapeutics in March 2017, Mr. Higgins served as Senior Advisor to Blackstone Healthcare Partners from May 2010 to March 2017; served at Bayer HealthCare AG as Chairman of the Board of Management from January 2006 to May 2010 and as Chairman of the Executive Committee from July 2004 to May 2010; served as Chairman, President and Chief Executive Officer at Enzon Pharmaceuticals, Inc. from 2001 until 2004; and held several executive leadership positions at Abbott Laboratories from 1998 to 2001. He is a past member of the Board of Directors of the Pharmaceutical Research and Manufacturers of America (PHRMA), of the Council of the International Federation of Pharmaceutical Manufacturers and Associations (IFPMA) and President of the European Federation of Pharmaceutical Industries and Associations (EFPIA).

Qualifications – Mr. Higgins has extensive leadership experience in the global healthcare market. Through leadership positions with large healthcare developers and manufacturers in both the United States and Europe, Mr. Higgins has gained deep knowledge of the healthcare market and the strategies for developing and marketing products in this highly regulated area. This knowledge and industry background allows him to provide valuable insight to Ecolab’s growing Healthcare business, which is developing in both the U.S. and Europe. In addition, his global perspective from years of operating global businesses and his background in working with high growth companies fits well with Ecolab’s ambitions for global growth and provide him experiences from which to draw to advise Ecolab on strategies for sustainable growth. In his role as Chief Executive Officer of Bayer HealthCare, he gained significant exposure to enterprise risk management as well as quality and operating risk management necessary in a highly regulated industry such as healthcare.

Other directorships held during the past five years – Director of Assertio Therapeutics, Inc. and Zimmer Biomet Holdings, Inc. Formerly a director of Endo International plc.

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Michael Larson, Director

Biography – Chief investment officer to William H. Gates III. Director of Ecolab since 2012. Chair of the Finance Committee and member of the Safety, Health and Environment Committee.

Mr. Larson has been chief investment officer for Mr. Gates and the Business Manager of Cascade Investment, L.L.C. since 1994. He is responsible for Mr. Gates’ non-Microsoft investments as well as the investment assets of the Bill & Melinda Gates Foundation Trust. Previously, Mr. Larson was at Harris Investment Management, Putnam Management Company and ARCO.

Qualifications – With more than 30 years of portfolio management experience, Mr. Larson has deep investment expertise and broad understanding of the capital markets, business cycles and capital efficiency and allocation practices. He also has served on several other public company boards providing him relevant corporate governance experience. In addition, as a professional investor and as the investment officer of Ecolab’s largest shareholder, Mr. Larson brings a long-term shareholder perspective to the Board.

Other directorships held during the past five years – Director of Republic Services, Inc. and Fomento Economico Mexicano, S.A.B. de C.V. In addition, he is Chairman of the Board of Trustees of two funds in the Western Asset Management fund complex. Formerly a director of AutoNation, Inc.

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David W. Maclennan, Director

Biography – Chairman and Chief Executive Officer of Cargill, Incorporated, a privately held company and world-leading producer and marketer of food, agricultural, financial, and industrial products and services. Director of Ecolab since 2015. Member of the Audit and Governance Committees.

Mr. MacLennan has served as Chairman of the Board of Cargill since 2015 and as Chief Executive Officer since 2013. He held the offices of Chief Operating Officer and President from 2011 until his appointment as Chief Executive Officer in 2013. Prior to these roles, Mr. MacLennan held several other positions with Cargill, including Chief Financial Officer, President of Cargill Energy and Managing Director of the Value Investment Group. He has also held various management positions with US Bancorp Piper Jaffray and Goldberg Securities.

Qualifications – With more than 25 years of leadership experience at Cargill, Mr. MacLennan has developed significant leadership and strategic planning skills, as well as extensive knowledge and insight in corporate governance, risk management, financial management and global business practices.

Other directorships held during the past five years – Director of Cargill, Incorporated. Formerly a director of C.H. Robinson Worldwide, Inc.

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Tracy B. Mckibben, Director

Biography – Founder and Chief Executive Officer of MAC Energy Advisors LLC, an investment consulting company that provides integrated and innovative energy solutions to help clients utilize capital strategically around the globe. Director of Ecolab since 2015. Member of the Audit and Finance Committees.

Ms. McKibben has been the head of MAC Energy Advisors since its founding in 2010. From September 2007 to August 2009, she served as Managing Director and Head of Environmental Banking Strategy at Citigroup Global Markets. Prior to joining Citigroup, Ms. McKibben served in the National Security Council at the White House from July 2003 to August 2007 as Director of European Economic Affairs and EU Relations and as Acting Senior Director for European Affairs. Before joining the National Security Council, she served in various senior advisory roles in the U.S. Department of Commerce from March 2001 to July 2003.

Qualifications – Ms. McKibben has more than 15 years of experience in the energy sector, with a focus on alternative energy, water and infrastructure. In this role and in her prior role at Citigroup, Ms. McKibben developed considerable strategic and financial experience advising energy companies and multinational corporations on strategic investments, M&A, and energy policy. In addition to her experience in the energy and financial sectors, Ms. McKibben has gained extensive public sector and international experience working at the U.S. Department of Commerce and within the National Security Council at The White House where she advised the President of the United States, Cabinet Secretaries and other senior officials on political, security, commercial and international trade issues.

Other directorships held during the past five years – Director of Huntington Ingalls Industries, Inc. Formerly a director of GlassBridge Enterprises, Inc. and ROI Acquisition Corp. II.

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Lionel L. Nowell, Director

Biography – Former Senior Vice President and Treasurer of PepsiCo, Inc., a food and beverage company. Director of Ecolab since 2018. Member of the Audit and Finance Committees.

Mr. Nowell currently serves on the board of American Electric Power Company since July 2004, where he is a member of the Committee on Directors & Corporate Governance, the Executive Committee, the Finance Committee and the Policy Committee; Bank of America Corporation since January 2013, as a member of the Audit and Corporate Governance Committees; and Textron Inc. since January 2020, where he is a member of the Audit and Nominating & Corporate Governance Committees. Mr. Nowell retired in 2009 as Senior Vice President and Treasurer of PepsiCo, Inc. He was also formerly Chief Financial Officer of The Pepsi Bottling Group and Controller of PepsiCo, Inc. Prior to PepsiCo, he served as Senior Vice President, Strategy and Business Development at RJR Nabisco, Inc. and held various senior financial roles at the Pillsbury division of Diageo plc, including Chief Financial Officer of its Pillsbury North America, Pillsbury Foodservice and Häagen-Dazs divisions.

Qualifications – Mr. Nowell is a highly experienced board member, with extensive financial expertise and understanding of various regulatory environments through his service on the boards of several multinational corporations. With his more than 30 years of operational and financial management experience in the consumer products industry, including his service as the senior vice president and treasurer of a multi-national food and beverage company, Mr. Nowell brings to the Board strong leadership skills and extensive knowledge in the areas of strategy development and execution, corporate finance, credit and treasury, financial analysis and reporting, accounting and controls, capital markets, acquisition/divestiture negotiations, international business ventures, strategic planning and risk management.

Other directorships held during the past five years – Director of Bank of America Corporation and Textron Inc. Formerly a director of American Electric Power Company, British American Tobacco plc, Darden Restaurants, Inc., HD Supply Holdings, Inc. and Reynolds American Inc.

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Victoria J. Reich, Director

Biography – Former Senior Vice President and Chief Financial Officer of Essendant Inc. (formerly United Stationers Inc.), a broad line wholesale distributor of business products. Director of Ecolab since 2009. Chair of the Audit Committee and member of the Governance Committee.

From 2007 to 2011 Ms. Reich was Senior Vice President and Chief Financial Officer of Essendant. Prior to joining Essendant, Ms. Reich spent ten years as an executive with Brunswick Corporation, last serving as President - Brunswick European Group, and previously as Senior Vice President and Chief Financial Officer. Before joining Brunswick, Ms. Reich was employed for 17 years at General Electric Company in various financial management positions.

Qualifications – As a former Chief Financial Officer of a public company, Ms. Reich possesses relevant financial leadership experience with respect to all financial management disciplines relevant to Ecolab, including public reporting, strategic planning, treasury, IT and financial analysis. Her financial management background at Essendant, Brunswick and General Electric, combined with her experience in European general management at Brunswick, enables her to provide strategic input as well as financial discipline. Essendant operates a cleaning supplies distribution business which provided Ms. Reich familiarity with the institutional market, one of our largest end-markets.

Other directorships held during the past five years – Director of H&R Block, Inc. and Ingredion Incorporated.

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Suzanne M. Vautrinot, Director

Biography – President of Kilovolt Consulting, Inc., a cyber security strategy and technology consulting firm. Retired Major General of the U.S. Air Force. Director of Ecolab since 2014. Member of the Compensation and Finance Committees.

General Vautrinot retired from the Air Force in 2013. During her 31-year career in the Air Force, she served in various assignments, including cyber operations, plans and policy, strategic security and space operations. General Vautrinot commanded at the squadron, group, wing and numbered Air Force levels, as well as the Air Force Recruiting Service. She has served on the Joint Staff, the staffs at major command headquarters and Air Force headquarters. From 2011 to 2013, she was Commander, 24th Air Force and Commander, Air Forces Cyber, where she was responsible for cyber defense operations. Prior to that, General Vautrinot was the Director of Plans and Policy, U.S. Cyber Command and the Special Assistant to the Vice Chief of Staff of the U.S. Air Force. On multiple occasions, she was selected by military leaders and White House officials to spearhead high-profile engagements. General Vautrinot is the recipient of the Symantec Cyber Award, Women in Aerospace Leadership Award, Aerospace Citation of Honor and the Presidential Award for Training. During her career, she has also been awarded numerous medals and commendations, including the Distinguished Service Medal. She was inducted into the National Academy of Engineering in 2017.

Qualifications – General Vautrinot brings a unique perspective to the Board with her 31-year military career. Having led large and complex organizations, she provides insights into the challenges facing large global organizations. As an expert in cyber security, she can advise Ecolab on appropriate protections for its networks. In addition, General Vautrinot has significant experience in strategic planning, organizational design and change management, which allows her to provide advice and insight to Ecolab as its business grows and develops.

Other directorships held during the past five years – Director of CSX Corporation, Parsons Corporation and Wells Fargo & Company . Formerly a director of Norton LifeLock Inc. (formerly Symantec Corporation).

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John J. Zillmer, Director

Biography

Chief Executive Officer and Director of Aramark, a global provider of food, facilities management and uniform services. Director of Ecolab since 2006. Chair of the Compensation Committee and member of the Governance Committee.

Mr. Zillmer returned to Aramark in October 2019 as Chief Executive Officer and Director. Prior to joining Aramark, Mr. Zillmer served as President and Chief Executive Officer of Univar Inc., a global distributor of industrial chemicals, from 2009 to 2012 and became Executive Chairman until December 2012 when he retired from Univar. Mr. Zillmer served as Chairman and Chief Executive Officer of Allied Waste Industries, a solid waste management business, from 2005 until the merger of Allied Waste with Republic Services, Inc. in December 2008. During his earlier career at Aramark from 1986 until 2005, Mr. Zillmer held various senior executive positions, ultimately becoming President of Global Food and Support Services.

Qualifications

As the Chief Executive Officer of Aramark and previously of Univar and of Allied Waste, Mr. Zillmer has experience leading both public and large private companies. His experience leading various Aramark operations has given him deep knowledge of the institutional market, particularly the contract catering segment, which is a large market for Ecolab. With Univar, he became intimately familiar with the chemical market, including with respect to chemicals that Ecolab uses to manufacture its products. He also has extensive knowledge of the environmental aspects of chemicals manufacturing and distribution. His roles on the boards of CSX, Veritiv, Performance Food Group, Reynolds American, Univar and Allied Waste have provided him with significant public company board experience.

Other directorships held during the past five years

Director of Aramark and CSX Corporation. Formerly a director of Performance Food Group Company, Reynolds American Inc. and Veritiv Corporation.

Committee Composition