Ecolab Inc. (ECL) Earnings Call Transcript & Summary

Good morning. I'm Doug Baker, Ecolab's Executive Chairman. Welcome to Ecolab's Annual Meeting of Stockholders. It is again in virtual format only because of the COVID-19 pandemic. Joining me today is Mike McCormick, our Executive Vice President, General Counsel and Corporate Secretary, who will be conducting the formal portion of the meeting. Following that portion of the meeting, Christophe Beck, our President and CEO, will address our recent financial performance and speak to you about Ecolab's business opportunities. After that, we will have a question-and-answer session. A webcast replay of this meeting will be available on Ecolab's website through May 13. So let me start by extending a special welcome to any former Ecolab associates and retirees listening to the broadcast of this meeting. We're pleased that you are part of the audience today. I would also like to welcome our executive committee and corporate officers, who are attending this virtual meeting, too. The hard work and commitment from you and your teams is a reason for our continued success. So thank you. Now I will introduce the 12 directors standing for nomination today, who are also in attendance for this virtual meeting: The first is Shari Ballard, former senior executive Vice President and President, Multichannel Retail of Best Buy, a Director of Ecolab since 2018. Barbara Beck, Executive Adviser to American Securities, LLC, a Director of Ecolab since 2008. Christophe Beck, President and Chief Executive Officer of Ecolab, a Director of Ecolab since 2020. Jeff Ettinger, retired Chairman of the Board and Chief Executive Officer of Hormel Foods Corporation, a Director of Ecolab since 2015, Jeff also serves as our Board's lead director. Arthur Higgins, Consultant to Blackstone Healthcare Partners of the Blackstone Group, a Director of Ecolab since 2010. Michael Larson, Chief investment officer to William H. Gates III and Business Manager of Cascade Investment, a Director of Ecolab since 2012. Dave Maclennan, Chairman of the Board and Chief Executive Officer of Cargill, a Director of Ecolab since December 2015. Tracy Mckibben, Founder and Chief Executive Officer of MAC Energy Advisors, a Director of Ecolab since 2015. Lionel Nowell, former Senior Vice President and Treasurer of PepsiCo, a Director of Ecolab since 2018. Vicki Reich, former Senior Vice President and Chief Financial Officer of Essendant, a Director of Ecolab since 2009. Suzanne Vautrinot, President of Kilovolt Consulting and retired Major General of the United States Air Force, a Director of Ecolab since 2014. John Zillmer, Chief Executive Officer of Aramark, a Director of Ecolab since 2006. And I'm the final nominee standing for election. So let me now turn the meeting over to Mike McCormick, our General Counsel and Corporate Secretary. Mike?

Thank you, Doug. Good morning, everyone. Before proceeding with the formal portion of the meeting, I would like to go over a few mechanics of our virtual meeting. If you would like to submit a question during the meeting, you may do so by clicking the Q&A button located on the bottom right-hand corner of the webcast screen and submit your question by following the prompts. You have the opportunity to submit questions on the matters to be voted on during the formal portion of the meeting. There will also be a general Q&A period immediately following the remarks of our President and CEO, Christophe Beck. Note that only validated shareholders will be able to ask questions on the web portal. Additionally, if you've not already voted your shares, you may do so by clicking on the Vote Here button at the bottom right-hand corner of the webcast screen and submit your vote by following the prompts. The polls will remain open until the conclusion of the discussion period on the matters to be voted on. We will now move to conduct the formal portion of the meeting. A list of shareholders, as of the record date, is available for inspection by shareholders using the registered shareholder list link found on the webcast page. We have received an affidavit signed by Broadridge Financial Solutions that notice of this meeting, along with the related proxy and annual report materials, was mailed or made available on March 22, 2021, to Ecolab shareholders of record as of the close of business on March 9, 2021, our record date. Accordingly, notice of this meeting was timely given to the holders of our common stock. With more than 88% of the issued outstanding shares represented in person or by proxy, a quorum is present for the conducting of business. There are 4 items properly brought before the stockholders today. The first item is to elect 13 nominees to the Board of directors for a 1-year term ending at the 2022 Annual Meeting. The Board recommends a vote for each of the nominees. The second item is ratification to the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for the current year, ending December 31, 2021. The Board recommends the vote for this proposal. The third item is to approve, on an advisory basis, the compensation of the executives disclosed in the proxy statement. The Board recommends the vote for this proposal. The fourth item is a shareholder proposal regarding proxy access. Operator, please open our line for Mr. John Chevedden to introduce himself and to present this proposal. Mr. Chevedden, meeting rules allot 3 minutes for your comments.

Hello. This is John Chevedden. Can you hear me okay?

Yes, we can.

Yes, just as a point of order, the Q&A is open now, it wasn't open before the meeting and apparently this meeting is being run by a call center in Brazil. I'll proceed with the proposal, the proposal 4, improve our Catch-22 proxy access. The proposal requests that our Board of directors take the steps necessary to enable as many shareholders as may be needed to combine their shares to equal 3% of our stock owned continuously for 3 years in order to enable shareholder proxy access. Proxy access allows a group of shareholders to nominate a director who will compete with management-nominated directors to see who gets the most votes. Competition is good for our Board of directors. Currently, a strict limit of 20 shareholders must have owned $2 billion of Ecolab stock for an unbroken 3 years in order to nominate one candidate for the Board under our proxy access rules. A strict limit of 20 deep-pocket shareholders does not allow for a diverse group of shareholders. It is disappointing that management does not support the diversity that this proposal calls for. As a practical matter, it is unlikely that more than 50 shareholders would participate in nominating a director using proxy access with this proposal. There's hardly any administrative difference in 20 shareholders submitting proof of owning $2 billion of our stock compared to 50 shareholders submitting proof of owning $2 billion of our stock, and adopting this proposal would show management's commitment to diversity. This proposal is asking for so little that it does not make sense for management to resist it. The key benefit of a governance improvement proposal, like this proposal, is that it would not result in more cost because the mere presence of good governance serves as a guardrail to make sure that management elects the best directors on their own. Because if management does not elect the best directors, then shareholders have a remedy with teeth to give management an early alert, wake-up call. If the Board is committed to Board refreshment, then it should support this proposal because if the Board wavers from its commitment, shareholders will then have an early wake-up call, which is better than the Board getting a wake-up call after the horse is out of the barn. Our current proxy access is way out of balance. There's not been one proxy access candidate placed on the ballot of any company during the past 5 years. There have been 500 companies with a shareholder right for proxy access during these 5 years. 500 companies times 5 years, equals 2,500 company years without one proxy access candidate. This means that under the current rules, any company such as Ecolab would not expect one proxy access candidate during the next 2,500 years. This is way out of balance as far as shareholders are concerned. Plus, a proxy access candidate then has the formidable challenge of getting more votes than at least one established director. This would require unprecedented shareholder support over an incumbent director, and would be a clear indication that an incumbent director needed to be replaced. Please vote yes, improve our Catch-22 proxy access proposal 4.

Thank you. The Board recommends to vote against this proposal for the reasons set forth in the company's proxy statement. I will now open the floor for shareholder questions on the matters to be voted on. Please limit your remarks to those matters. There will be a general Q&A period immediately following the remarks of our President and CEO, Mr. Beck. As a reminder, to submit a question during the meeting, you may do so by clicking the Q&A button located at the bottom right-hand corner of the webcast screen and following the prompts. Up to 1 minute will be allotted to read each question. For that matter, I invite Tim Beastrom, our Chief Securities Counsel, to read out any questions submitted by our shareholders.

Mike, I confirm that there are no questions on matters to be voted on.

Great, thank you, Tim. So if there are no questions, we will resume the formal portion of the meeting. The polls are now closed. We'll now report the preliminary voting results based on the proxies already received. The 13 director nominees were approved. The proposal to ratify the appointment of auditors and the advisory vote on executive compensation were approved with each of those matters receiving at least 88% of the shares cast. Finally, with respect to the proposal regarding the request for proxy access, that proposal received less than 38% of the shares cast in favor and was not approved. The final vote results will be reported to the SEC on Form 8-K, a copy of which may be found on Ecolab's website. This concludes the formal business portion of our meeting. Before turning the meeting over to Mr. Baker, let me note that remarks made during the following presentation by Mr. Beck, concerning future expectations, plans and prospects for Ecolab constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those projected by these forward-looking statements. Information concerning factors that could cause actual results to so differ include those factors discussed in the company's annual report on Form 10-K found under item 1A Risk Factors. I turn the meeting back to Mr. Baker to adjourn the formal portion of the meeting and to introduce Mr. Beck.

Thank you, Mike. I now declare the formal business portion of the meeting adjourned. And now to the business review given by our President and CEO, Christophe Beck. Christophe?

Thank you so much, Doug, and good morning, everyone. I'd like to start by congratulating you, Doug, for 16 years of greatness as a CEO in this company, where sales have grown 3x, our earnings 4x and our market capitalization's over 8x and positioned us in a unique way to keep growing and keep the success story going in the years to come. But most importantly, you did the right thing, the right way as well, and it's been recognized in many different ways in this country, and in many others as well around the world. But I'd like to give, as well, a few further examples, like in safety. Since we got together with Nalco in 2012, our safety record has improved dramatically, as you can see. So 48% better in terms of injury rate, 35% in terms of vehicle accidents and 59% down in terms of severe vehicle accident as well. That's a lot of people who have been protected over that time. And in 2020 as well, a year like no other, where we all chose to focus on what truly mattered in this very unique moment, which was to protect our people, which was to protect our company, and which was to protect our customers. And I'd like to start by just sharing what we did in terms of protecting our people, with maintaining our team, really making sure that we would be ready when the world would be reopening, which is exactly what's happening right now, which was really so protecting the whole team, keeping the whole team, training the whole team during that time as well, and making sure that they get the right pay, as well, during that time, which was not obvious. Obviously, we provided enhanced medical benefits, caregiver benefits and resources, as well. So for people in need, and for everyone around the world, personal protective equipment. That was true in the U.S., in Europe, over the past 15 months and that's especially true in some of the emerging markets as well, today. We facilitate, as well, safe and essential service for our teams, making sure that we protect our customers while we could protect them, as well, same time. And we leveraged digital solutions more than ever in remote servicing our customers, remote selling as well, doing a lot of things that we couldn't do in-person by going to customers. We protected our customers as well when they needed us the most. We provided them with a lot of expertise, with all our R&D. We had a lot of webinars, where thousands of people have attended, as well. We provided programs as well, so for our customers to survive and thrive during those difficult times, depending in which industry you were, obviously. And we'd been endorsed by many, many global companies, as well, out there. So celebrating the fact that we were working together in order to protect their own consumers, customers, or guests, whatever they're called, ultimately. And also by providing very differentiated innovations, like one of the best range of products, which was the world leader, as such, as you can see on that chart. A range of products which have been in a position to kill the virus of COVID-19 in less than 15 seconds. No one could ever do that in the world. That was the fruit, ultimately, of almost 10 years of R&D, not on COVID, but on similar pathogens, as well, that we could redirect, as well, during that time, and help our customers in times of need. We've increased, as well, so the capacity of production for hand care, hand sanitizers, in some cases up to 15x around the world, brought innovation like electrostatic spraying as well, for public spaces, or Bioquell to, as well, disinfect spaces in very extreme situations, a business that has been growing pretty fast as well. So because of that, as well. But we protected our customers, as well, by introducing early last year, Ecolab Science Certified, which was a new program back then, to reassure customers they were doing the right things for their consumers, their customers and towards your guests that we're getting, in a hotel or in a restaurant, that they could be in a place that is as safe as it can be. It's never perfectly safe, but at least as much as it can be, and Ecolab Science Certified in the meantime has become the #1 [indiscernible] program in the U.S. today and we're expanding now in China and in Canada as well. So based on the success of these program. And our customers have appreciated all our efforts, by working even more with them, by asking even more and that translated into new business. And if we look at our new business pipeline, it's grown from 2018 to 2019. We didn't think that we would be growing even further in 2020. Well, thanks to all we've done for our customers, where we managed to even grow this pipeline further in 2020, which is a very good sign, obviously, so for the future, since it's when we implement this new business that we get more growth for the company as well. That's true for '21, and that's going to be true for the future as well. And we protected our company. It's important to keep in mind that 80% of our aggregated business did extremely well. So grew 3% in sales, 21% in operating income, while 20%, speak institutional, our hotel and restaurant dedicated business, which was hit by 100% of the COVID impact, obviously, so got hurt more than others, but most of the company did really well in 2020. And in terms of cash flow, very good work as well by the team here, where we managed to maintain a very similar level in 2020 than in the past few years as well, because we managed our teams, our costs, our performance and obviously our growth, in the right way, in order to protect our means. This led us well to double digit value creation for our shareholder in a very unique year, so the continuation of double digits of performance on the market over the past few years, and especially in 2020, a year that was unlike no other. It positioned us, as well, as one of the most headstock by ESG investors, just behind the high-tech company. That's one of the rankings. There are many rankings, obviously, out there. But really proud of what we've achieved, as well, in terms of recognition, because of what we do since ESG is at the core of what we do as a company. And we did all this while also building and protecting our future, by expanding our markets with hygiene standards that are rising, sustainability needs from our customers that are becoming more important, with always more trying to get to their ambitions, being net zero carbon or water. We help those customers get there, that drives, obviously, business growth for us. It's entering new spaces, like data centers that have been extremely successful in 2020 because we're all working remotely, as we see today as well. And the whole progress that we've made in digital is leading towards, as well digital services which are going to be good news for our future. But we've nurtured, as well, our new engines, many that you know, like food retail, life science, or water business, just mentioned data centers, but like to mention as well, animal health, which got a big boost early last year when we acquired [indiscernible] in Europe as well. Hand care, which was strong before, much stronger even today, after the pandemic or during the pandemic, depending on where you are around the world as such, and as mentioned, Bioquell as well, a little bit earlier. But it's also by going even further in the future. We've declared our 2030 impact goals earlier last year, in what we wanted to accomplish together with our customers, in water, in food, in health and in climate where we're the world's leader. And just to express one, in water, where we've made the commitment that, together with our customers, we will help them save enough drinking water for a billion people out there. And in 2020 alone, we've managed to deliver enough for 712 million people as well, which is a good sign of progress versus our goals. And last but not least, obviously, is to protect our shareholders. That's why my priorities are pretty crisp and clear. The first one is really to master the reopen of all the markets. It's not a perfect science. Every country is in a different place. Every industry is in a different place. We are as ready as it can be with our programs, with our teams, that are full and prepared and trained and having, as well, the right inventories to supply those customers that are reopening in rapid ways. The second is really to turn the page on COVID-19 as a whole company and to reach our commitment of having a 2020 EPS that's ahead of 2019. So pre-COVID, when we exclude the Texas freeze, which is that natural impact that we had a month or 2 ago in Texas, which has impacted our supply of raw materials, a short-term impact and ultimately not changing anything in terms of trajectory so for us in '21 and beyond. And third is really to strengthen our future, at the same time making sure we make the right investment that we keep building our teams, training our teams, and expanding, as well, in new markets, all of which, ultimately, is to keep earning your trust. So with that, I'd like to open it up to questions, which is the same way as you've done just before. And Tim is going to help us run through that.

Christophe, the first question is, what are examples of cost-cutting measures that were taken in 2020?

I think the most obvious one is the travel and entertainment, which has gone down 90% since most people could not go to customers, but still service has been done remotely, thanks to digital technology as well, went down 90%. That was one of the most obvious cost-cutting, which is good in a way, because it's short-term, not impacting anything for the future. If anything, it helped us develop even more capabilities in digital technology. So the cost-cutting that was beneficial short-term and long-term.

The next question is, "How much more or less was CEO pay in 2020 than in 2019?

So if we look at 2 different views of 2020 versus 2019, their total compensation went down 15%. And if we look at just cash compensation, it went down 64% in 2020, versus 2019.

This question is from an investor. It says, we strongly believe that the company's executive compensation plan should be designed primarily to drive successful execution of the Board's long-term strategic business plan. Today's public company executive compensation plans are largely formulaic, peer-related plans with simplistic annual metrics. Say on pay voting reinforcing plan homogeneity. Would you comment on whether Ecolab might be better served by an executive compensation plan tailored specifically to the company's particular circumstances, and its long-term strategic business plan?

Yes, this is Doug. Let me weigh in. I'm no longer compensated as a CEO, but let me comment on Ecolab's compensation structure. It's primarily equity, i.e. stock-related, and our business is not, historically, very cyclical. COVID certainly was an exception, but was an exception over a 97-year history. And as a consequence, when we are primarily compensated in equity, it is really driven by, are we doing the right things for long-term performance? Our holders, by and large, are long-term holders who expect smart investments on an annual basis, and good returns on an annual basis, but they do not expect, nor are we rewarded, for doing anything really on a short-term basis. So at the end of the day, we have had a high PE for a number of years, the way that we drive our stock, we're very clear, is EPS. Our EPS, either adjusted or reported, ties very closely to cash generation performance. So it's a very good proxy for what we're really doing in terms of generating value. And so in the end, I believe that our simple and focused compensation structure is actually quite aligned, and it shows in graphs and in performance with shareholder value creation over an extended period of time as well.

The next question is, when will the global, institutional and specialty division be back to pre-pandemic levels?

So what we shared during our last earnings is, when we look at the markets, we expect the restaurant industries to be back during the first half of 2022, the lodging industries rather towards the second half of 2022, and for institutional as a division, we expect early 2022 to be back to 2019 levels.

The next question is, When were the last share buybacks?

The last share buybacks were in the first quarter, and we bought back 200,000 shares, this year, 2021 first quarter, yes, just to be accurate.

Which areas of business have the most growth potential in the year ahead?

It's a good question. And the good problem we have is that we have many that have a lot of growth potential. I'd like just to, remind everyone that the performance of life science, as well, that has grown double digit both in sales and in profit for the last few years. I believe this business is going to remain a great growth machine. So for the future, health care had a great year as well, last year, the water business has been good over the past few years. Our new businesses, as mentioned, so data centers, micro electronics, animal health, Bioquell, are very good sources of growth as well. I feel really good with our growth opportunities as a company.

Christophe, we have no further questions in the queue.

Okay, thank you so much, Tim, Doug, Mike and team. Thanks for the interest and investment in Ecolab. That's all the time we had so for today. Closing on time as well, and we will remain available for any investors, for any question, as we always do. So thanks again, and you may now disconnect from the meeting.