UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
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![]() | 2025 Proxy Statement | i |
![]() | Message from the Chair of our Board Larry J. Merlo Chair, Board of Directors |
ii | 2025 Proxy Statement | ![]() |
![]() | 2025 Proxy Statement | 1 |
Date and Time Thursday, May 22, 2025 9:00 a.m. Eastern Time | Location Online at www.virtualshareholdermeeting.com/ KVUE2025 | Record Date March 24, 2025 |
Items of Business | |
1 | Elect the 13 director nominees named in the proxy statement. |
2 | Approve, on a non-binding advisory basis, the compensation of our named executive officers. |
3 | Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025. |
4 | Consider any other business as may properly come before the Annual Meeting. |
![]() | By Internet | ![]() | By Telephone | ![]() | By Mail | |||
www.proxyvote.com | 1 (800) 690-6903 | Sign, date and mail the proxy card (if you received one by mail) | ||||||
2 | 2025 Proxy Statement | ![]() |
Realize the Extraordinary Power of Everyday Care About our Business With $15.5 billion in Net sales in 2024, Kenvue is the world’s largest pure-play consumer health company by revenue and holds a unique position at the intersection of healthcare and consumer goods. By combining the power of science with meaningful human insights and our digital strategy, we empower consumers to live healthier lives every day. Built on more than a century of heritage and trusted by generations, our differentiated portfolio of iconic brands—including Tylenol®, Neutrogena®, Listerine®, Johnson’s®, BAND-AID® Brand, Aveeno®, Zyrtec®, and Nicorette® —is backed by science and recommended by healthcare professionals, which further reinforces our consumers’ connections to our brands. We operate in three segments: Self Care, Skin Health & Beauty, and Essential Health, allowing us to connect with consumers globally—in their daily rituals and the moments that matter most. Within these segments, our well-known portfolio represents a combination of global and regional brands, many of which hold leading positions in their respective categories. Since their inception, the goal of our brands has been to make a positive and enduring impact on the daily health of our consumers. We operate on a global scale with our broad product portfolio sold and distributed in more than 165 countries in 2024. Our global footprint is well balanced geographically, with approximately half of our 2024 Net sales generated outside North America. At Kenvue, we believe in the extraordinary power of everyday care, and our approximately 22,000 Kenvuers work every day to put that power in consumers’ hands and earn a place in their hearts and homes. | |||
Business Highlights | |||
$15.5B Full year Net sales in 2024 | |||
135+ Year History | |||
3 Segments | |||
>165 Countries where we have a presence | |||
~50% 2024 Net sales generated outside of North America | |||
4 | 2025 Proxy Statement | ![]() |
Proposal | ||||
1 | Election of Directors | |||
![]() | The Board of Directors unanimously recommends that shareholders vote FOR each director nominee. | See Page 10 | ||
Proposal | ||||
2 | Approve, on a Non-Binding Advisory Basis, the Compensation of our Named Executive Officers | |||
![]() | The Board of Directors unanimously recommends that shareholders vote FOR the advisory vote to approve named executive officer compensation. | See Page 44 | ||
Proposal | ||||
3 | Ratify the Appointment of the Company’s Independent Registered Public Accounting Firm | |||
![]() | The Board of Directors unanimously recommends that shareholders vote FOR the ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025. | See Page 76 | ||
![]() | 2025 Proxy Statement | 5 |
Net sales increased 0.1% to $15.5B Organic sales1 grew 1.5% | Gross profit margin of 58.0% Adjusted gross profit margin1 of 60.4% | Operating income margin of 11.9% Adjusted operating income margin1 of 21.5% | ||||||
Net income of $1.0B Adjusted net income1 of $2.2B | Diluted EPS of $0.54 Adjusted diluted EPS1 of $1.14 | Net cash flows from operating activities of $1.7B Free cash flow1 of $1.3B | ||||||
6 | 2025 Proxy Statement | ![]() |
![]() Richard E. Allison, Jr. Former CEO and Director of Domino’s Pizza, Inc. –Independent Director •Audit Committee •Compensation & Human Capital Committee | ![]() Seemantini Godbole EVP, Chief Digital and Information Officer of Lowe’s Companies Inc. –Independent Director •Audit Committee •Nominating, Governance & Sustainability Committee | ![]() Melanie L. Healey Former Group President of The Procter & Gamble Company –Independent Director •Nominating, Governance & Sustainability Committee (Chair) | ![]() Sarah Hofstetter President of Profitero, Ltd. –Independent Director •Audit Committee | ||
![]() Betsy D. Holden Former Co-CEO of Kraft Foods Inc. –Independent Director •Compensation & Human Capital Committee (Chair) | ![]() Erica L. Mann Former Global President Consumer Health of Bayer AG –Independent Director •Nominating, Governance & Sustainability Committee | ![]() Larry J. Merlo Chair of the Board Former President and CEO of CVS Health –Independent Director •Compensation & Human Capital Committee •Nominating, Governance & Sustainability Committee | ![]() Thibaut Mongon Chief Executive Officer of Kenvue | ||
![]() Kathleen M. Pawlus Retired Partner and Global Assurance CFO and COO of Ernst and Young, LLP –Independent Director •Audit Committee | ![]() Kirk L. Perry Former CEO of Circana, Inc. –Independent Director •Compensation & Human Capital Committee •Nominating, Governance & Sustainability Committee | ![]() Vasant Prabhu Former Vice Chairman and Chief Financial Officer of Visa Inc. –Independent Director •Audit Committee (Chair) | ![]() Jeffrey C. Smith Managing Member, CEO and Chief Investment Officer of Starboard Value LP –Independent Director •Compensation & Human Capital Committee |
![]() Michael E. Sneed Former EVP, Corporate Affairs & Chief Communications Officer of Johnson & Johnson –Independent Director | Age | Independence |
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![]() | 2025 Proxy Statement | 7 |
Board Composition & Independence | ||||
Corporate Governance Highlights Our Board is deeply committed to strong corporate governance and robust independent oversight, which it believes are essential to driving sustained shareholder value. To that end, our Board has adopted our Principles of Corporate Governance that, together with our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, and Committee charters, provide a holistic framework for the Board’s oversight and corporate governance practices. | •Independent Board Chair with significant responsibilities •All independent directors, other than the CEO •Five new independent directors joined the Board since the 2024 Annual Meeting of Shareholders •Balanced Board with a large breadth of skills, experiences, and areas of expertise •Independent Committees with only independent directors serving on our Audit, Compensation & Human Capital, and Nominating, Governance & Sustainability Committees •Independent Executive Sessions with only independent directors at every regularly scheduled Board and Committee meeting | |||
Robust Board & Committee Oversight | ||||
•Rigorous oversight of the development and execution of the Company’s strategic plans •Robust Board and Committee process for overseeing key enterprise risks, including cybersecurity-related risks •Strong Board and management succession planning process •Robust Board and Committee oversight of our sustainability strategy, policies, programs, and commitments | ||||
Shareholder Rights & Engagement | ||||
•Annual elections of all directors (no staggered board) •Simple majority voting standard for all uncontested elections •Single voting class •Active, year-round shareholder engagement | ||||
Strong Governance Practices | ||||
•Annual Board & Committee evaluations •Robust director and executive officer Code of Business Conduct & Ethics •Restrictions on overboarding •Mandatory retirement policy for directors •Significant stock ownership guidelines for directors (5x annual cash retainer) •Policy of no hedging, pledging, or short-selling Kenvue stock for executives and directors |
8 | 2025 Proxy Statement | ![]() |
Measure(1) | Weighting | How it aligns with our strategic priorities |
Organic net sales | ![]() | Incentivizes the delivery of top-line growth, which is a key driver of value creation in the consumer staples industry |
Adjusted gross profit margin | ![]() | Incentivizes margin-accretive top-line growth |
Adjusted net income | ![]() | Incentivizes profit generation in support of robust free cash flow generation |
Free cash flow | ![]() | Incentivizes robust free cash flow generation to enable execution of Kenvue's capital allocation strategy |
PSU Performance Measure(1) | Weighting | How it aligns with our strategic priorities |
Organic net sales(2) | ![]() | Incentivizes the delivery of top-line growth; given Net sales is a key driver of value creation in the consumer staples industry, we include it in both our 2024 annual incentive plan and 2024 PSU design |
Adjusted diluted EPS(2) | ![]() | Incentivizes profit generation in support of robust free cash flow generation |
Relative Total Shareholder Return | Modifier | Incentivizes market-leading long-term value creation, above that of our performance peers |
![]() | 2025 Proxy Statement | 9 |
![]() We reached out to our largest institutional holders, representing approximately 50% of our common stock outstanding. | ![]() We held discussions with shareholders representing approximately 43% of our common stock outstanding. | ||||
10 | 2025 Proxy Statement | ![]() |
Proposal 1 | Election of Directors | ||||
Our Board of Directors currently has 14 directors. As of immediately prior to the Annual Meeting, the size of the Board will be reduced to 13 directors. The Board has nominated the 13 individuals listed below for election as directors at this Annual Meeting to serve until the next annual meeting of shareholders and until their respective successors are duly elected and qualified, or until such director’s earlier death, resignation, disqualification or removal. All director nominees are currently serving as Kenvue directors. Mr. Allison, Ms. Godbole, Ms. Healey, Ms. Holden, Mr. Merlo, Mr. Mongon, Mr. Prabhu and Mr. Sneed were each elected to their present term at Kenvue’s 2024 Annual Meeting of Shareholders. On July 30, 2024, Ms. Pawlus and Mr. Perry were each appointed to their present term as members of the Board, effective August 15, 2024 and December 1, 2024, respectively. Ms. Franklin’s term ends as of the Annual Meeting, and she is not standing for re-election. This decision was not as a result of any disagreement with the Board or with Kenvue’s management. The Board thanks Ms. Franklin for her service and contributions to Kenvue. As previously disclosed, Ms. Hofstetter, Ms. Mann, and Mr. Smith were each appointed to the Board on March 5, 2025, in connection with our entry into an agreement (the “Cooperation Agreement”) with Starboard Value and Opportunity Master Fund Ltd and certain of its affiliates (collectively, “Starboard”). Pursuant to the Cooperation Agreement, we agreed to (i) temporarily increase the size of the Board to 14 directors; (ii) appoint each of Ms. Hofstetter, Ms. Mann, and Mr. Smith as directors of the Company effective March 5, 2025; and (iii) nominate each of Ms. Hofstetter, Ms. Mann, and Mr. Smith and 10 aforementioned incumbent directors of the Company for election to the Board at the Annual Meeting. The terms of the Cooperation Agreement are fully set forth in Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on March 5, 2025. None of our other director nominees have any arrangement or understanding with any other person or entity in connection with such director nominee’s candidacy or current service on our Board. Each director nominee has agreed to be named as a nominee in this proxy statement and to serve as a director if elected. We have no reason to believe that any nominee will be unable to serve as a director. However, if any nominee should become unable to serve, proxies may be voted for another person nominated as a substitute by the Board, unless the Board reduces the number of directors. To be elected, a director nominee must receive the affirmative vote of the majority of the votes cast. This means that a director nominee will be elected if the number of votes cast “FOR” the director nominee exceeds the number of votes cast “AGAINST” the director nominee. Abstentions and broker non-votes are not treated as votes either cast “FOR” or “AGAINST” a director nominee. Our directors are elected annually by a majority of the votes cast to enhance their accountability to shareholders. Under our Director Resignation Policy for Incumbent Directors in Uncontested Elections, if an incumbent director is not reelected in an uncontested election, the director must promptly offer their resignation to the Board. In such a scenario, the Nominating, Governance & Sustainability Committee of our Board will recommend to the Board whether to accept or reject the resignation, and the Board will decide whether to accept or reject the resignation within 90 days following the certification of the shareholder vote. The Board’s decision will be disclosed in a Form 8-K filing within four business days of such decision. | |||||
![]() | The Board of Directors unanimously recommends that shareholders vote FOR each director nominee. | ||||
![]() | 2025 Proxy Statement | 11 |
Source candidate pool from | |||||||||||||
1 | |||||||||||||
•Board members | •Management | •Shareholders | •Third-party search firm | ||||||||||
In-depth review by the Nominating, Governance & Sustainability Committee guided by criteria in Principles of Corporate Governance | |||||||||||||
2 | |||||||||||||
•Consider skills matrix | •Screen qualifications | •Review independence and potential conflicts | •Meet with director candidates, as appropriate | ||||||||||
p | |||||||||||||
Nominating, Governance & Sustainability Committee recommends candidates to the Board | |||||||||||||
3 | |||||||||||||
4 | Board reviews candidates and selects director nominees | ||||||||||||
12 | 2025 Proxy Statement | ![]() |
Director Nominees for the 2025 Annual Meeting | |||||||||||||
Allison | Godbole | Healey | Hofstetter | Holden | Mann | Merlo | Mongon | Pawlus | Perry | Prabhu | Smith | Sneed | |
STRATEGIC SKILLS | |||||||||||||
Executive Leadership & Strategy | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() |
Brand Marketing & Sales | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | |||
Consumer/Retail Industry | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | |||||
Corporate Governance | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ||
Digital Technology | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | |||
Finance | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | |||||
Global & International | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | |||
Gov’t, Regulatory & Public Policy | ![]() | ![]() | ![]() | ![]() | |||||||||
Human Capital Man. & Sustainability | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ||||
Risk Management & Cybersecurity | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() | ![]() |
![]() | 2025 Proxy Statement | 13 |
Skills & Experiences | Definition | |
![]() | Executive Leadership & Strategy | Directors with proven track records of success in senior executive roles, including as chief executive officers, possess an understanding of how large, complex organizations operate, and can provide impactful insights into our business growth strategies and business operating plans |
![]() | Brand Marketing & Sales | Marketing and sales experience – particularly in retail markets – is critical to evaluating our strategy to drive growth. Directors with marketing experience help the Board provide valuable insights on expanding into new markets, building brand awareness, and growing current markets for our existing products |
![]() | Consumer/Retail Industry | Directors with experience in the consumer goods and retail industry can provide valuable market and consumer insights and recognize potential changes in consumer trends and buying habits. These directors have an understanding of consumer needs and customer engagement, allowing them to provide critical perspectives to our growth initiatives |
![]() | Corporate Governance | A deep understanding of corporate governance enhances independent Board oversight and ensures that the Board thoroughly understands its roles and duties. Excellence in corporate governance supports our goals of accountability, transparency, and protection of shareholder interests |
![]() | Digital Technology | Directors with digital and technology experience provide critical insights into emerging technologies, innovation, and the e-commerce industry that help enhance our business operations and deliver on growth initiatives |
![]() | Finance | A strong understanding of accounting and finance facilitates robust oversight of our financial measures and processes, including our financial reporting and effective evaluation of our performance |
![]() | Global & International | With approximately half of our Net sales generated outside of North America, international experience in global markets and exposure to different cultural practices and perspectives allows our Board to provide critical insights for our global growth strategy |
![]() | Government, Regulatory & Public Policy | Government, regulatory and public policy experience enhances our Board’s oversight of our product portfolio in an ever-evolving regulatory landscape |
![]() | Human Capital Management & Sustainability | Directors with experience relating to human capital management and sustainability support our culture, business, and growth strategy, and strengthen the Board’s oversight of these critical matters and related risks |
![]() | Risk Management & Cybersecurity | Deep experience in enterprise risk management empowers our Board to fulfill its critical risk oversight responsibilities, including with respect to supply-chain resiliency. Additionally, experience in information technology allows our Board to assess and respond to potential cybersecurity challenges and risks |
14 | 2025 Proxy Statement | ![]() |
![]() Richard E. Allison, Jr. Age: 58 Independent Director since: May 2023 Committees: •Audit Committee •Compensation & Human Capital Committee Other Public Company Boards: •Starbucks Corporation (since 2019) •Domino’s Pizza, Inc. (2018-2022) | Core Competencies Aligned to Kenvue’s Strategy •Mr. Allison brings over 25 years of experience in serving in executive leadership roles or as an advisor to consumer-facing companies, including more than a decade at Domino’s Pizza, Inc. He has a deep understanding of international operations, business strategy, and market development for growing global brands. Career Highlights •While Mr. Allison led the international division and served as CEO of Domino’s, the largest pizza company in the world based on global retail sales, the company expanded to more than 20 additional countries and grew by more than 8,000 stores. •Prior to joining Domino’s, Mr. Allison worked at Bain & Company for more than 13 years, including as a partner and co-leader of Bain’s restaurant practice, working with some of the world’s most well-known restaurant brands. •Mr. Allison continues to advise companies in the consumer sector through his board service, including currently serving as a board member for Starbucks Corporation, the world’s largest coffee chain. •Mr. Allison currently serves on the Board of Trustees of the University of North Carolina at Chapel Hill from which he holds a B.S. in Business Administration, and he previously served as Chair of the University of North Carolina’s Kenan-Flagler Business School, where he earned an MBA. Employment Experience: •Domino’s Pizza, Inc. –Chief Executive Officer (2018-2022) –President, Domino’s International (2014-2018) –Executive Vice President, Domino’s International (2011-2014) •Bain & Company, Inc. (1999-2010; 1995-1997) |
Strategic Skills and Experience | |||||||
![]() | Executive Leadership & Strategy | ![]() | Brand Marketing & Sales | ![]() | Corporate Governance | ![]() | Digital Technology |
![]() | Finance | ![]() | Global & International | ![]() | Risk Management & Cybersecurity | ||
![]() | 2025 Proxy Statement | 15 |
![]() Seemantini Godbole Age: 55 Independent Director since: May 2023 Committees: •Audit Committee •Nominating, Governance & Sustainability Committee | Core Competencies Aligned to Kenvue’s Strategy •Ms. Godbole has decades of global technology experience with Fortune 50 companies across strategic and operational roles in the omni-channel retail, consumer, and travel and hospitality industries, with expertise in global e-commerce, digital transformation, cybersecurity and technology strategies. She has a proven track record of growing digital businesses through technology-enabled innovations. Career Highlights •As Executive Vice President, Chief Digital and Information Officer at Lowe’s Companies, Inc., Ms. Godbole is responsible for technology strategy, product roadmaps and development, and technology operations across all channels, including digital, while also overseeing the overall business and customer experience on Lowes.com. She has led a ground-up rebuild of company technology and helped build a fully integrated omnichannel experience, delivering growth in online sales. •As Senior Vice President, Digital and Marketing Technology at Target Corp., she oversaw the company’s global e-commerce, enterprise marketing and loyalty technology strategy and operations. She introduced mobile applications for online and in-store shopping, ship from store programs, guest order fulfillment, digital wallet, localized pricing, and customer loyalty and engagement offerings. •Prior to Target, Ms. Godbole held multiple senior technology leadership roles at Sabre Holdings and Travelocity. •She serves on Apparo’s CXO Tech Council, a nonprofit focused on transforming communities by connecting them to technology expertise and resources. Employment Experience: •Lowe's Companies, Inc. –Chief Digital and Information Officer, Executive Vice President (2022-Present) –Chief Information Officer, Executive Vice President (2018-2022) •Target Corporation –Senior Vice President, Digital and Marketing Technology (2017-2018) –Other executive positions (2010-2016) •Travelocity (2006-2010) •Sabre Holdings (1995-2006) |
Strategic Skills and Experience | |||||||
![]() | Executive Leadership & Strategy | ![]() | Brand Marketing & Sales | ![]() | Consumer/ Retail Industry | ![]() | Digital Technology |
![]() | Finance | ![]() | Global & International | ![]() | Risk Management & Cybersecurity | ||
16 | 2025 Proxy Statement | ![]() |
![]() Melanie L. Healey Age: 64 Independent Director since: May 2023 Committees: •Nominating, Governance & Sustainability Committee (Chair) Other Public Company Boards: •Hilton Worldwide Holdings, Inc. (since 2017) •PPG Industries, Inc. (since 2016) •Verizon Communications, Inc. (2011-2024) •Target Corporation (2015-2023) | Core Competencies Aligned to Kenvue’s Strategy •Ms. Healey brings valuable strategic insights regarding brand building, marketing, distribution and international operations with more than 40 years of executive leadership and board experience in the consumer goods industry – including more than three decades leading businesses at The Procter & Gamble Company, Johnson & Johnson and S.C. Johnson & Son, Inc. and nearly two decades of experience outside the United States. Career Highlights •Over her highly successful career at Procter & Gamble, Johnson & Johnson and S.C. Johnson & Son, Ms. Healey had a strong track record of growth, product and commercial innovation, and operational improvements. As Group President, North America during her 25 years at Procter & Gamble, she oversaw and was responsible for multi-year strategic planning for the company’s largest and most profitable division, achieving over $32 billion in annual sales and a sales turnaround. •Ms. Healey has continued to focus on the consumer sector through board service at several large public companies. She currently serves as a board member for Hilton Worldwide Holdings Inc. and PPG Industries, Inc., after previously serving as a board member for Verizon Communications, Inc. and Target Corporation. Employment Experience: •The Procter & Gamble Company –Group President (2007-2015) –Global President (2005-2007) –Other executive positions (1990-2005) •Johnson & Johnson (1986-1990) •S.C. Johnson & Son, Inc. (1983-1986) |
Strategic Skills and Experience | |||||||
![]() | Executive Leadership & Strategy | ![]() | Brand Marketing & Sales | ![]() | Consumer/ Retail Industry | ![]() | Corporate Governance |
![]() | Global & International | ![]() | Human Capital Management & Sustainability | ![]() | Risk Management & Cybersecurity | ||
![]() | 2025 Proxy Statement | 17 |
![]() Sarah Hofstetter Age: 50 Independent Director since: March 2025 Committees: •Audit Committee Other Public Company Boards: •The Campbell’s Company (2018- Present) | Core Competencies Aligned to Kenvue’s Strategy •Ms. Hofstetter is an innovative marketing and brand strategy expert, bringing more than two decades of leadership experience in brand building, e-Commerce and digital marketing. She is a has a proven track record of driving growth in multiple disruptive environments during the past 20+ years. Career Highlights •Ms. Hofstetter serves as President of Profitero, Ltd., a global e-commerce SaaS analytics company, whose business more than doubled over a five-year period and was successfully sold to Publicis Groupe S.A., with significant return to shareholders, under Sarah’s leadership. Previously, as President of ComScore, Inc., Ms. Hofstetter rebranded the company, redesigned the sales strategy and accelerated product innovation as part of a multi-year turnaround. •During her more than 12 years at 360i, a U.S. advertising arm of Dentsu Group, Inc., a Japanese advertising and public relations company, Ms. Hofstetter held several senior executive roles, most recently serving as Chairwoman and Chief Executive Officer. Under her leadership, the agency grew from 30 people to 1,000 people by continuously pivoting company offerings to be aligned with changes in consumer behavior across search, social and commerce. •She also founded and served as President of Kayak Communications and earlier in her career held a series of senior leadership positions over the span of 10 years at Net2Phone, Inc. •She currently serves on the Board of Directors of The Campbell’s Company. Employment Experience •Profitero, Ltd. –President (2020-Present) –Special Advisor to the Board (2020) •Comscore, Inc. –President (2018-2019) •360i –Chairwoman (2018) –Chief Executive Officer (2013-2018) –President (2012-2013) –Senior Vice President, Brand Strategy & Emerging Media (2006-2010) •Kayak Communications –President and Founder (2004-2005) •Net2Phone, Inc. (1996-2005) |
Strategic Skills and Experience | |||||||
![]() | Executive Leadership & Strategy | ![]() | Brand Marketing & Sales | ![]() | Corporate Governance | ![]() | Digital Technology |
![]() | Finance | ![]() | Global & International | ![]() | Human Capital Management & Sustainability | ||
18 | 2025 Proxy Statement | ![]() |
![]() Betsy D. Holden Age: 69 Independent Director since: May 2023 Committees: •Compensation & Human Capital Committee (Chair) Other Public Company Boards: •NNN REIT, Inc. (2019-Present) •Dentsply Sirona Inc. (2018-Present) •Western Union Company (2006-Present) | Core Competencies Aligned to Kenvue’s Strategy •Ms. Holden has more than 40 years of experience leading growth and innovation in consumer-driven companies, including more than a decade as a Senior Advisor to McKinsey & Company and nearly 25 years in marketing and line positions at Kraft Foods Inc. Ms. Holden has extensive knowledge of international business and strategy with respect to brand marketing, sales and digital development. In addition, Ms. Holden’s brings a deep understanding of human capital management, executive compensation and corporate governance from her experience serving on public company boards. Career Highlights •Ms. Holden served as a Senior Advisor to McKinsey & Company for 13 years, leading strategy, marketing, and board effectiveness initiatives for consumer goods, healthcare and financial services clients. •Ms. Holden held several executive roles at Kraft Food, including Co-Chief Executive Officer, President and Chief Executive Officer of Kraft Foods North America and President of Global Marketing and Category Development. At the time, Kraft Foods was the largest food company in North America and second largest in the world. Under Ms. Holden’s leadership, Kraft maintained a position as a food industry leader in sales force excellence, new product successes, marketing, and digital innovation. She also led the successful acquisition and integration of Nabisco Group Holdings and Kraft’s subsequent initial public offering. •Ms. Holden has served on 10 public boards over the last 25 years and currently serves as a board member for Dentsply Sirona Inc., NNN REIT, Inc., and Western Union Company. She also serves on the Global Advisory Board of Northwestern University’s Kellogg School of Management and previously served on Duke University’s Board of Trustees and Executive Committee. Employment Experience: •McKinsey & Company –Senior Advisor (2007-2020) •Kraft Foods Inc. –Co-Chief Executive Officer of Kraft Foods North America (2001-2003) –Chief Executive Officer of Kraft Foods North America (2000-2003) –President of Global Marketing and Category Development (2004-2005) –General Management and Functional Leadership positions (1982-2005) •President of Kraft Cheese Division •President of Pizza Division •Executive Vice President for Operations, IT, Procurement, R&D, and Consumer Insights and Communications |
Strategic Skills and Experience | |||||||
![]() | Executive Leadership & Strategy | ![]() | Brand Marketing & Sales | ![]() | Consumer/ Retail Industry | ![]() | Corporate Governance |
![]() | Digital Technology | ![]() | Global & International | ![]() | Human Capital Management & Sustainability | ||
![]() | 2025 Proxy Statement | 19 |
![]() Erica L. Mann Age: 66 Independent Director since: March 2025 Committees: •Nominating, Governance & Sustainability Committee Other Public Company Boards: •ALS Limited (2024- Present) •DSM-Firmenich AG (2019-Present) •Kellanova (2019- Present) •Perrigo Company plc (2019-2024) •Blackmores Limited (2021-2023) | Core Competencies Aligned to Kenvue’s Strategy •Ms. Mann has more than three decades of executive leadership and board experience across consumer health, emerging markets, strategic trend analysis, culture and risk management, including a nearly 25-year career at Bayer AG, Pfizer, Inc. and Wyeth Pharmaceuticals, Inc. She has a strong track record of driving growth in complex, multi-channel and multi-product environments across four continents. Career Highlights •As Global President of Bayer’s Consumer Health Division, Ms. Mann championed the launch of innovative over-the-counter healthcare products, driving growth in the division across the globe. During her time at Bayer, she oversaw three major acquisitions and was the first woman in Bayer’s more than 150-year history to hold a seat on the company’s management board. •As President and General Manager of Pfizer Nutrition and as Senior Vice President of Global Nutrition at Wyeth prior to the company’s sale to Pfizer, her leadership facilitated the introduction of groundbreaking therapies, vaccines and infant nutritionals into many global markets. •Earlier in her career, Ms. Mann held roles of increasing responsibility at other Fortune 500 companies, including Eli Lilly & Company Ltd. and Johnson & Johnson, with leadership positions in South Africa, Australia, New Zealand, Switzerland and the U.S. •Ms. Mann has extensive public company board experience and currently serves on the boards of ALS Limited, DSM-Firmenich AG and Kellanova. She previously served on the boards of Perrigo Company plc and Blackmores Limited. Employment Experience •Bayer AG (2011-2018) –Global President, Consumer Health Division (2011-2018) •Pfizer, Inc. (2009-2011) –President and General Manager, Pfizer Nutrition (2009-2011) •Wyeth Pharmaceuticals, Inc. (2003-2009) –Senior Vice President, Global Nutrition (2009) –Managing Director, Australia and New Zealand (2003-2009) •Wyeth SA & Sub-Equatorial Africa (1994-2002) –Chief Executive Officer (1996-2002) –Managing Director/General Manager (1994-1996) •Lederle Laboratories (1987-1994) •Johnson & Johnson (1985-1987) •Eli Lilly & Company Ltd (1982-1985) |
Strategic Skills and Experience | |||||||
![]() | Executive Leadership & Strategy | ![]() | Consumer/ Retail Industry | ![]() | Corporate Governance | ![]() | Digital Technology |
![]() | Global & International | ![]() | Human Capital Management & Sustainability | ![]() | Risk Management & Cybersecurity | ||
20 | 2025 Proxy Statement | ![]() |
![]() Larry J. Merlo Independent Board Chair Age: 69 Director since: May 2023 Committees: •Compensation & Human Capital Committee •Nominating, Governance & Sustainability Committee Other Public Company Boards: •CVS Health (2010-2021) | Core Competencies Aligned to Kenvue’s Strategy •As the former President and CEO of CVS Health, Mr. Merlo has a proven track record of driving strategic growth and operational excellence in the consumer sector. He brings in-depth knowledge of health and consumer trends, including in the areas of digital development, marketing, retail sales, science and technology, from more than 40 years at CVS Health and its subsidiaries. Career Highlights •During Mr. Merlo’s tenure as President and CEO at CVS Health, the company transformed from a regional retail pharmacy into the leading diversified health services company in the U.S., with more than $250 billion in revenues. He also led CVS Health’s industry-disrupting acquisition of Aetna in 2018 and created new ways to deliver health care through its suite of assets, including a national health insurance plan provider, a pharmacy benefits manager, community-based retail pharmacies and a long-term care pharmacy services business. •Mr. Merlo has previously served as board member for CVS Health, America’s Health Insurance Plans (“AHIP”), National Association of Chain Drug Stores (“NACDS”), the Partnership for Rhode Island and Business Roundtable. He currently serves on the University of Pittsburgh Board of Trustees, where he is Chair of the Budget Committee and a member of the Compensation and Investment Committees. He also serves as an advisor to Charlesbank Capital Partners. Employment Experience •CVS Health –Chief Executive Officer (2011-2021) –Chief Operating Officer (2010-2011) –President of CVS Pharmacy (2007-2010) –Executive Vice President of CVS Caremark (2007-2010) –Executive Vice President- Stores (1998-2007) –Senior Vice President (1995-1998) |
Strategic Skills and Experience | |||||||
![]() | Executive Leadership & Strategy | ![]() | Brand Marketing & Sales | ![]() | Consumer/ Retail Industry | ![]() | Corporate Governance |
![]() | Finance | ![]() | Gov’t, Regulatory & Public Policy | ![]() | Human Capital Management & Sustainability | ||
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![]() Thibaut Mongon Chief Executive Officer Age: 55 Director since: May 2023 | Core Competencies Aligned to Kenvue’s Strategy •In his role as CEO of Kenvue, Mr. Mongon leads and empowers a purpose-driven global organization of more than 20,000 Kenvuers. He possesses extensive marketing expertise and deep experience leading business growth and transformation in both developed and emerging markets across Europe, Latin America, Asia and North America. Career Highlights •As Chief Executive Officer, Mr. Mongon has led the creation of Kenvue as an independent company and has built a purpose-led and values-enabled culture of performance and impact, fueling speed in execution across the organization. •In his role as Chief Executive Officer of Kenvue, Mr. Mongon is overseeing acceleration of the company’s innovation, enabling the business to reach more consumers and sustain market-leading brand positions across its three business segments. He also established the company’s Healthy Lives Mission, to build a sustainable business that creates value for all stakeholders over the long term. •Prior to Kenvue, Mr. Mongon held roles of increasing responsibility at Johnson & Johnson, culminating in his leadership of the Consumer Health sector, where he unlocked significant value through external partnerships and consumer-centric innovation. He first joined the Consumer Health sector as Company Group Chairman Asia-Pacific and led the transformation of the region into an engine of accelerated growth. •Mr. Mongon serves on the board of the Consumer Goods Forum and is a member of Business Roundtable. Employment Experience: •Kenvue Inc. –Chief Executive Officer (2023-Present) •Johnson & Johnson –Executive Vice President and Worldwide Chairman, Consumer Health (2019-2023) –Company Group Chairman Asia-Pacific, Consumer Health (2014-2019) –Global Vice President, Neuroscience – Janssen Pharmaceutical (2013-2014) –President Asia-Pacific, Vision Care (2009-2012) –Managing Director Latin America, Vision Care (2007-2009) –Country Manager France & Belgium, Vision Care (2001-2006) –Marketing Manager France, Vision Care (2000-2001) •Bormioli Luigi S.p.A. –Brand Manager (1996-1998) •Danone –Product Manager (1994-1996) |
Strategic Skills and Experience | |||||||
![]() | Executive Leadership & Strategy | ![]() | Brand Marketing & Sales | ![]() | Consumer/ Retail Industry | ![]() | Digital Technology |
![]() | Finance | ![]() | Global & International | ![]() | Risk Management & Cybersecurity | ||
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![]() Kathleen M. Pawlus Age: 65 Independent Director since: August 2024 Committees: •Audit Committee Other Public Company Boards: •AMC Entertainment Holdings, Inc. (2014-Present) | Core Competencies Aligned to Kenvue’s Strategy •Ms. Pawlus offers extensive expertise in audit, finance, strategy, mergers and acquisitions, quality, and information technology matters with over 40 years of experience through her senior leadership positions at Ernst and Young, LLP (“EY”), one of the largest global accounting and professional service firms. Ms. Pawlus also brings a strong understanding of cost discipline and effective organizational structures from her role as Chief Financial Officer and Chief Operating Officer of EY’s Global Assurance Group. Career Highlights •During her more than three decades at EY, Ms. Pawlus served as Chief Financial Officer and Chief Operating Officer of its Global Assurance group, one of the largest of EY’s four service lines that includes its Audit Practice, Fraud, Investigation and Dispute Services Practice, Climate Change and Sustainability Services Practice and its Financial Accounting Advisory Services Practice. Prior to this, she served as EY’s Americas Chief Financial Officer, Global PBFA Function Leader and U.S. Firm Chief Financial Officer responsible for finance, IT operations, treasury, purchasing and facilities and all administrative support functions, and also served on EY’s U.S. Executive Board. •Ms. Pawlus has served as a board member of AMC Entertainment Holdings, Inc., the largest movie theater chain both in the United States and globally, for more than a decade and was Chair of the Audit Committee from 2015 through 2024. She is currently a member of both the Audit Committee and the Compensation Committee. Employment Experience: •Ernst and Young, LLP –Global Assurance, Chief Financial Officer and Chief Operating Officer (2012-2014) –U.S. and Americas Vice Chair and Chief Financial Officer, Member of U.S. Executive Board (2006-2012) |
Strategic Skills and Experience | |||||||
![]() | Executive Leadership & Strategy | ![]() | Corporate Governance | ![]() | Digital Technology | ![]() | Finance |
![]() | Gov’t, Regulatory & Public Policy | ![]() | Human Capital Management & Sustainability | ![]() | Risk Management & Cybersecurity | ||
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![]() Kirk L. Perry Age: 58 Independent Director since: December 2024 Committees: •Compensation & Human Capital Committee •Nominating, Governance & Sustainability Committee Other Public Company Boards: •The J.M. Smucker Company (2017- Present) •e.l.f. Beauty, Inc. (2016-2022) | Core Competencies Aligned to Kenvue’s Strategy •As the former President and CEO of Circana, Inc., Mr. Perry has deep expertise in the areas of technology, data and analytics. He also brings a wealth of experience and strategic insights to our Board as a seasoned consumer products and global brand strategist at the executive leadership level, including more than 30 years of experience at The Procter & Gamble Company and Google Inc. Career Highlights •As President and Chief Executive Officer of Circana, Inc., a global provider of technology, data, and predictive analytics for the consumer, retail and media sectors, Mr. Perry led the successful merger of IRI and NPD. Prior to that, he was the CEO of IRI. •As President, Global Client and Agency Solutions at Google, Mr. Perry was responsible for driving Google’s global revenue and growing its relationships with the world’s largest advertisers and advertising agencies. •Before Google, Mr. Perry spent 23 years with Procter & Gamble, where he held several positions of increasing responsibility in general management and marketing roles, culminating as President of Global Family Care, in which he led growth and innovation at the company’s multibillion-dollar global paper business. •Mr. Perry currently serves as a director of The J.M. Smucker Company and Chick-Fil-A, Inc., a privately owned restaurant company. Previously, he served as a director of e.l.f. Beauty, Inc. for 6 years. Employment Experience: •Circana, Inc. –President and Chief Executive Officer (2023-2024) •IRI –President and Chief Executive Officer (2021-2023) •Google Inc. –President, Global Client and Agency Solutions (2013-2021) •The Procter & Gamble Company –President, Global Family Care (2011-2013) –Vice President, U.S. Operations and North America Marketing (2008-2011) –Vice President, North America Baby Care (2003-2008) –General Manager, Northeast Asia Baby & Family (2000-2003) –Marketing Director, Northeast Asia (1997-2001) –Various Brand Management Roles (Crest, Metamucil, Nyquil/Dayquil, Pepto Bismol) (1990-1997) |
Strategic Skills and Experience | |||||||
![]() | Executive Leadership & Strategy | ![]() | Brand Marketing & Sales | ![]() | Consumer/ Retail Industry | ![]() | Corporate Governance |
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![]() Vasant Prabhu Age: 65 Independent Director since: May 2023 Committees: •Audit Committee (Chair) Other Public Company Boards: •Intuit, Inc. (2024- Present) •Delta Air Lines, Inc. (2023-Present) •Mattel, Inc. (2007-2020) | Core Competencies Aligned to Kenvue’s Strategy • Mr. Prabhu has nearly 25 years of experience as a public company CFO spanning multiple industries, including consumer retail and consumer goods, travel, media and financial technology, along with significant public company board experience. He possesses a sophisticated understanding of complex accounting principles and judgments, financial results, internal controls and financial reporting rules, regulations, processes and investor relations. Career Highlights • Mr. Prabhu most recently served as Vice Chairman and Chief Financial Officer of Visa Inc., one of the world’s largest financial services brands, where he was credited with shaping Visa’s strategic transformation during a period of fundamental change in the payments ecosystem, evolving the business to a network of networks, as well as introducing new revenue growth drivers and executing strategic acquisitions. During his tenure, the company’s annual operating revenues more than doubled to more than $32 billion. •Prior to joining Visa, Mr. Prabhu served as Chief Financial Officer for NBCUniversal Media, LLC, Chief Financial Officer and Vice Chairman of Starwood Hotels and Resorts Worldwide, Inc., and Executive Vice President and Chief Financial Officer of Safeway, Inc. While at Starwood, Mr. Prahbu helped the company navigate the global financial crisis, grow its brands globally and evolve its business toward a fee-driven model. •Mr. Prabhu has also held senior leadership roles at The McGraw-Hill Companies, Inc., PepsiCo, Inc. and Booz Allen Hamilton, Inc. •Mr. Prabhu currently serves as a board member for Intuit Inc., one of the top global financial software providers, and Delta Air Lines, Inc., the world’s largest airline by revenue and as a Trustee of the Brookings Institution. He previously served as a board member for Mattel, Inc., where he was Chair of the Audit Committee. Employment Experience: •Visa, Inc. –Vice Chairman & CFO (2015-2023) •NBCUniversal, LLC –EVP & CFO (2014-2015) •Starwood Hotels and Resorts Worldwide, Inc. –Vice Chairman & CFO (2004-2014) •Safeway, Inc. –EVP & CFO, President, E-commerce (2000-2004) •The McGraw-Hill Companies, Inc. –President, Information & Media Group (1998-2000) •PepsiCo, Inc. –CFO (various divisions) (1992-1998) |
Strategic Skills and Experience | |||||||
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![]() | Global & International | ![]() | Gov’t, Regulatory & Public Policy | ![]() | Risk Management & Cybersecurity | ||
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![]() Jeffrey C. Smith Age: 52 Independent Director since: March 2025 Committees: •Compensation & Human Capital Committee Other Public Company Boards: •RB Global, Inc. (2023-2024) •Papa John’s International, Inc. (2019-2023) •Cyxtera Technologies, Inc. (2019-2023) | Core Competencies Aligned to Kenvue’s Strategy •Mr. Smith brings broad experience investing in companies with consumer-facing brands and possesses a deep understanding of capital markets, corporate finance, executive leadership, operational management, and business and brand strategy. Through his prior public company board experience, Mr. Smith maintains an understanding of effective risk management and corporate governance. Career Highlights •Mr. Smith is Managing Member, Chief Executive Officer and Chief Investment Officer of Starboard Value LP, an investment adviser with a focused and fundamental approach to investing. He actively engages with management teams and boards of directors of the companies in which they invest and provides strategic guidance and advice. •Mr. Smith has served as a director and chair of numerous public companies across different industries, playing a key role in helping companies navigate periods of major transformation and deliver on their long-term strategies. He was instrumental in the close of RB Global’s acquisition of IAA and subsequent integration, the successful turnaround and strategic transformation at Papa John’s International and Darden Restaurants, Inc., Yahoo’s successful transformation to Altaba, and Office Depot’s successful integration following the merger with OfficeMax. Employment Experience: •Starboard Value LP –Managing Member, Chief Executive Officer and Chief Investment Officer (2011-Present) •Ramius LLC –Chief Investment Officer for the funds that comprised the Value and Opportunity investment platform (1998-2011) •The Fresh Juice Company, Inc. –VP of Strategic Development and Member of the Board of Directors (1996-1998) •Société Générale –Financial Analyst, Mergers & Acquisitions (1994-1996) |
Strategic Skills and Experience | |||||||
![]() | Executive Leadership & Strategy | ![]() | Brand Marketing & Sales | ![]() | Corporate Governance | ![]() | Digital Technology |
![]() | Finance | ![]() | Human Capital Management & Sustainability | ![]() | Risk Management & Cybersecurity | ||
26 | 2025 Proxy Statement | ![]() |
![]() Michael E. Sneed Age: 66 Independent Director since: May 2023 Other Public Company Boards: •Wayfair, Inc. (since 2020) | Core Competencies Aligned to Kenvue’s Strategy •Mr. Sneed has a deep understanding of the consumer health industry from nearly two decades of senior leadership positions across multiple consumer health businesses of Johnson & Johnson. He has extensive strategic and operational expertise leading global marketing, communication, design, and philanthropy functions, as well as nearly 40 years of experience in the healthcare, consumer, and e-commerce industries. Career Highlights •As Executive Vice President, Global Corporate Affairs and Chief Communication Officer of Johnson & Johnson, Mr. Sneed led the company’s global marketing, communication, design and philanthropy functions, and also served as a member of Johnson & Johnson’s Executive Committee. •Mr. Sneed previously held a variety of senior leadership roles at Johnson & Johnson, including Vice President, Global Corporate Affairs and Chief Communications Officer, Company Group Chairman, Vision Care Franchise Company Group Chairman, Consumer North America and several consumer business leadership roles. •Mr. Sneed currently serves as a board member for Wayfair, Inc., a leading e-commerce furniture and home goods brand in the United States and Canada. He also serves on the board of Thomas Jefferson University. Employment Experience: •Johnson & Johnson (1983-2022) –Executive Vice President, Global Corporate Affairs & Chief Communications Officer (2018-2022) –Vice President, Global Corporate Affairs & Chief Communications Officer (2012-2018) –Group Chairman, Vision Care Franchise (2007-2011) –Group Chairman, Consumer North America (2004-2007) –Global President, Personal Products Company (2002-2004) –President, McNeil Nutritionals Worldwide (2000-2002) –Managing Director, McNeil Consumer Nutritionals Europe (1998-2000) –Vice President, Worldwide Consumer Pharmaceuticals (1995-1998) –Group Product Director, McNeil Consumer Products (1991-1995) –Marketing Assistant, Personal Products Company (1983-1991) |
Strategic Skills and Experience | |||||||
![]() | Executive Leadership & Strategy | ![]() | Brand Marketing & Sales | ![]() | Consumer/ Retail Industry | ![]() | Corporate Governance |
![]() | Global & International | ![]() | Gov’t, Regulatory & Public Policy | ![]() | Human Capital Management & Sustainability | ||
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Realize the extraordinary power of everyday care |
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We put people first, standing for what’s right, even when it’s hard. | We care fiercely, delivering the best possible care for those we serve. | We earn trust with science, bringing real solutions into communities, homes and hands. | We solve with courage, unearthing extraordinary breakthroughs in everyday care. | |||
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Board Leadership Structure | Independent Board Leadership Structure | ||||
Our Board has determined that having an independent director serve as Chair of the Board is in the best interests of our shareholders at this time and supports effective risk oversight. Larry J. Merlo has served as our independent Board Chair since the establishment of our public company Board in May 2023. Our Board believes that its leadership structure creates an appropriate balance between strong and consistent leadership and effective independent oversight of the Company. As a newly public company, the Board felt it was appropriate to separate the roles of Chair and CEO to give Mr. Mongon an opportunity to focus on the day-to-day management of the business and on executing our strategic priorities, while allowing Mr. Merlo to focus on leading the Board and facilitating the Board’s independent oversight. In his role as Chair, Mr. Merlo: •Monitors and provides feedback to management on the quality and quantity of information provided by management to the Board; •Participates in setting, and approves, the agenda for each Board meeting; •Calls meetings of the Board and independent directors and presides at all Board meetings and executive sessions of independent directors; •Presides at all shareholder meetings; •Communicates with the CEO after each executive session of independent directors to provide feedback and effectuate the decisions and recommendations of the independent directors; •Acts as liaison between the independent directors and the CEO and management on a regular basis and on sensitive/critical issues; •Leads the annual performance evaluation of the CEO; •Oversees the annual evaluation of the Board; •Oversees CEO succession planning, in consultation with the Compensation & Human Capital Committee; and •Represents the Board in communications with shareholders or other stakeholders, including meeting with shareholders, as needed. | |||||
![]() | Larry J. Merlo Independent Chair of the Board | ||||
Independent Committee Chairs | |||||
![]() | Melanie L. Healey Chair of the Nominating, Governance & Sustainability Committee | ||||
![]() | Betsy D. Holden Chair of the Compensation & Human Capital Committee | ||||
![]() | Vasant Prabhu Chair of the Audit Committee | ||||
Considering the extensive duties of our Board Chair, under our Principles of Corporate Governance, our Chair may not serve as chair, lead director, or CEO at another public company, unless approved by the full Board upon recommendation from the Nominating, Governance & Sustainability Committee. Our Amended and Restated Bylaws and Principles of Corporate Governance provide our Board with flexibility to separate or combine the roles of the CEO and Chair when and if it believes it is advisable and in the best interest of Kenvue shareholders to do so. Our fully independent Nominating, Governance & Sustainability Committee evaluates our leadership structure on an annual basis, including whether the roles of the CEO and Chair should be held by one individual or should be separated and whether the Chair of the Board should be an independent director. The annual review includes a discussion of the effectiveness of the current board leadership structure, the qualifications and experience of the Chair and any Board and shareholder feedback on the structure. The Nominating, Governance & Sustainability Committee and Board believe that our current leadership structure is in the best interest of the Company and its shareholders at this time. |
![]() | 2025 Proxy Statement | 29 |
•Independent Board: all directors are independent other than the CEO •Independent Committees: each member of the Board’s Audit Committee, Compensation & Human Capital Committee, and Nominating, Governance & Sustainability Committee is independent •Heightened Committee Independence: Audit Committee and Compensation & Human Capital Committee members meet the NYSE heightened independence requirements | •Independent Board and Committee Chairs: the Chair of the Board and each chair of our Board’s standing Committees are independent •Independent Executive Sessions: the Board and each Committee hold executive sessions with only independent directors present at each regularly scheduled quarterly meeting •Agenda Preparation: Board and Committee agendas are prepared by the independent chairs, in consultation with management | ||||
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Audit Committee Vasant Prabhu (Chair) Richard E. Allison, Jr. Tamara S. Franklin1 Seemantini Godbole Sarah Hofstetter2 Kathleen M. Pawlus3 Meetings Held in 2024: 9 | Responsibilities: •Overseeing financial management, accounting, and reporting processes and practices; •Appointing, retaining, compensating, and evaluating our independent auditor; •Overseeing Kenvue’s internal audit organization, reviewing its annual plan, and reviewing results of its audits; •Overseeing the quality and adequacy of Kenvue’s internal accounting controls over financial reporting; •Reviewing and monitoring Kenvue’s financial reporting compliance and practices, including Kenvue’s disclosure controls and procedures; and •Discussing with management the policies and processes used to assess and manage Kenvue’s exposure to risk, including assisting the Board in overseeing Kenvue’s policies and risk management programs related to financial management and disclosure, accounting, financial reporting, tax and treasury. The Board has determined that all Audit Committee members are considered independent under the heightened NYSE independence standards and that Mr. Prabhu is an “audit committee financial expert” as that term is defined under SEC rules. | ||
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Compensation & Human Capital Committee Betsy D. Holden (Chair) Richard E. Allison, Jr. Larry J. Merlo Kirk L. Perry1 Jeffrey C. Smith2 Meetings Held in 2024: 6 | Responsibilities: •Establishing Kenvue’s executive compensation philosophy and principles; •Reviewing and approving the compensation for the Chief Executive Officer and other executive officers; •Setting the composition of the group of peer companies used for comparison of executive compensation; •Overseeing Kenvue's long-term incentive plan; •Overseeing the design and management of the various savings as well as health and benefit plans that cover Kenvue’s employees; •Overseeing Kenvue’s human capital management practices; •Reviewing succession plans and talent development relating to the positions of the CEO and other positions on the Kenvue Leadership Team; and •Reviewing the compensation for Kenvue’s non-employee directors and recommending compensation for approval by the full Board. The Board has determined that all Compensation & Human Capital Committee members are considered independent under the heightened NYSE independence standards. | ||
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Nominating, Governance & Sustainability Committee Melanie L. Healey (Chair) Tamara S. Franklin1 Seemantini Godbole Erica L. Mann2 Larry J. Merlo Kirk L. Perry2 Meetings Held in 2024: 4 | Responsibilities: •Overseeing matters of corporate governance, including the evaluation of the policies and practices of the Board; •Reviewing potential candidates for the Board and recommending director nominees to the Board for approval; •Overseeing compliance with applicable laws, regulations, and the Company’s policies and risk management programs related to product quality, product safety, supply chain resiliency, environmental matters, privacy, and cybersecurity; •Supporting and assisting the Kenvue Board in overseeing Kenvue’s sustainability strategy, policies, programs and commitments and receiving regular updates from management regarding such activities; •Reviewing and recommending director orientation and continuing education programs for Board members; •Overseeing the process for performance evaluations of the Board and its Committees; •Evaluating any questions of possible conflicts of interest for the Board members; •Overseeing compliance with Kenvue’s Code of Business Conduct & Ethics for Board members and executive officers; and •Evaluating the Board leadership structure on an annual basis. The Board has determined that each of the members of the Nominating, Governance & Sustainability Committee is independent under the rules of the NYSE. | ||
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1 | Scope and format of evaluations |
2 | Self-evaluation |
3 | Review sessions |
4 | Ongoing Board feedback |
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![]() | 2025 Proxy Statement | 35 |
Full Board of Directors | ||||||
•Oversees enterprise-level risk management including strategic, operational, compliance, financial, litigation and regulatory, environmental, social, privacy and cybersecurity risks and CEO succession planning on an ongoing basis. •Delegates certain oversight duties to each Board Committee based on that Committee’s expertise. The Board’s Committees, after each regularly scheduled Committee meeting, report to the full Board with updates on their areas of designated risk oversight responsibilities. •Reviews feedback from shareholders to ensure it understands shareholder perspective and concerns. | ||||||
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Committee’s Risk Oversight Responsibilities | ||||||
Audit Committee •Financial management and disclosure •Accounting •Financial reporting •Tax and treasury •Litigation and regulatory matters •Global Audit & Assurance | Compensation & Human Capital Committee •Executive compensation programs •Incentive compensation programs •Human capital management •Leadership Team succession planning •Recoupment policies | Nominating, Governance & Sustainability Committee •Corporate governance structures •Product quality & safety •Privacy & cybersecurity •Sustainability •Supply chain resiliency and environmental matters •Board performance & succession planning | ||||
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Management | ||||||
•The responsibility for day-to-day management of risk lies with Kenvue management. The Kenvue Leadership Team sets the strategic vision and priorities of the Company, promotes risk governance and drives accountability at all levels. Members of the Kenvue Leadership Team responsible for the management of key risk areas present directly to the Board and its Committees regularly throughout the year. •Our Integrated Risk Management Council is a cross-functional group of senior enterprise risk leaders, which meets regularly to review and discuss the significant risks facing our business. The Integrated Risk Management Council proactively identifies, assesses, and prioritizes key or emerging risks which are then escalated to the Kenvue Leadership Team and reported to the Board or relevant Committee. •Management also has processes in place to notify the full Board when material risks develop that could have an immediate impact on the Company and its reputation, such as material developments in significant litigation, significant governmental or regulatory inquiries, or significant cybersecurity matters. | ||||||
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•Board leadership, independence, composition and culture •Board oversight of strategy and risk •Board refreshment and board and management succession planning •Executive compensation & performance metrics | •ESG strategy and reporting •Litigation •Product quality & safety | ||||
Summer | Fall/Winter | Spring | ||
•Review results from Annual Meeting of Shareholders •Share investor feedback with Board of Directors and relevant Committees •Evaluate proxy season trends, corporate governance best practices, regulatory developments and our current practices | •Conduct outreach to top investors to discuss governance, executive compensation, and sustainability matters •Share investor feedback with Board and relevant Committees | •Publish Annual Report and Proxy Statement •Conduct outreach to top investors to discuss important items to be considered at the Annual Meeting of Shareholders •Hold the Annual Meeting of Shareholders | ||
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Name | Fees Earned or Paid in | All Other Compensation ($) | Total ($) | |
Cash ($)(1) | Stock Award ($)(2) | |||
Larry J. Merlo | 200,000 | 279,994 | — | 479,994 |
Richard E. Allison, Jr.(3) | 100,000 | 179,995 | — | 279,995 |
Peter M. Fasolo(4) | 92,308 | 179,995 | — | 272,303 |
Tamara S. Franklin | 100,000 | 179,995 | — | 279,995 |
Seemantini Godbole | 100,000 | 179,995 | — | 279,995 |
Melanie L. Healey | 125,000 | 179,995 | — | 304,995 |
Betsy D. Holden | 125,000 | 179,995 | — | 304,995 |
Kathleen M. Pawlus | 37,637 | 138,566 | — | 176,203 |
Kirk L. Perry(3) | 7,967 | 85,298 | — | 93,265 |
Vasant Prabhu | 130,000 | 179,995 | — | 309,995 |
Michael E. Sneed | 100,000 | 179,995 | — | 279,995 |
Joseph J. Wolk(4) | 92,308 | 179,995 | — | 272,303 |
![]() | 2025 Proxy Statement | 41 |
Name | Deferred Share Units (#) |
Larry J. Merlo | 27,220 |
Richard E. Allison, Jr. | 22,318 |
Peter M. Fasolo | — |
Tamara S. Franklin | 17,498 |
Seemantini Godbole | 17,498 |
Melanie L. Healey | 17,498 |
Betsy D. Holden | 17,498 |
Kathleen M. Pawlus | 6,479 |
Kirk L. Perry | 3,846 |
Vasant Prabhu | 17,498 |
Michael E. Sneed | 17,498 |
Joseph J. Wolk | 6,452 |
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Name | Age | Position | |
Thibaut Mongon | 55 | Chief Executive Officer and Director | |
Luani Alvarado | 59 | Chief People Officer | |
Russell Dyer | 44 | Chief Corporate Affairs Officer | |
Charmaine England | 53 | Chief Growth Officer | |
Carlton Lawson | 56 | Group President, EMEA & Latin America | |
Jan Meurer | 53 | Group President, North America | |
Matthew Orlando | 49 | General Counsel | |
Paul Ruh | 58 | Chief Financial Officer | |
Meredith (Meri) Stevens | 62 | Chief Operations Officer | |
Bernardo Tavares | 57 | Chief Technology & Data Officer | |
Caroline Tillett | 53 | Chief Scientific Officer | |
Ellie Bing Xie | 56 | Group President, Asia Pacific |
![]() | 2025 Proxy Statement | 43 |
44 | 2025 Proxy Statement | ![]() |
Proposal 2 | Approve, on a Non-Binding Advisory Basis, Named Executive Officer Compensation | ||||
In accordance with Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are providing our shareholders with the opportunity to approve, by non-binding advisory vote, the compensation of our named executive officers, as described in this proxy statement. This proposal, commonly referred to as the “say-on-pay” vote, provides our shareholders the opportunity to express their views on the compensation of our named executive officers. This non-binding vote is not intended to address any specific item of compensation or any specific named executive officer, but rather the overall compensation of all our named executive officers and our executive compensation philosophy, objectives, and program, as described in this proxy statement. Kenvue currently intends to hold a say-on-pay vote annually, and we anticipate next offering our shareholders a say-on-pay vote in 2026. We ask our shareholders to approve the compensation of our named executive officers, as disclosed in the section titled, “Compensation Discussion & Analysis”, the compensation tables, and the related narrative disclosure, by casting a non-binding advisory vote “FOR” the following resolution: “RESOLVED, that the shareholders of Kenvue Inc. approve, on a non-binding advisory basis, the compensation paid to the named executive officers, including as disclosed in the Compensation Discussion & Analysis, compensation tables, and related narrative discussion.” The affirmative vote of the majority of voting power of capital stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter is required to approve this proposal on an advisory basis. Broker non- votes are not treated as votes either cast “FOR” or “AGAINST” this proposal. Abstentions will have the effect of votes “AGAINST” this proposal. As an advisory vote, the result will not be binding on our Board or our Compensation & Human Capital Committee. The say-on-pay vote will, however, provide us with important feedback from our shareholders about our executive compensation philosophy, objectives, and program. Our Board and our Compensation & Human Capital Committee value the opinions of our shareholders and will thoughtfully consider the outcome of the vote when evaluating our executive compensation program and making future executive compensation decisions. | |||||
![]() | The Board of Directors unanimously recommends that shareholders vote FOR the advisory vote to approve named executive officer compensation | ||||
![]() | 2025 Proxy Statement | 45 |
Thibaut Mongon | Paul Ruh | Carlton Lawson | Ellie Bing Xie | Meredith Stevens |
Chief Executive Officer | Chief Financial Officer | Group President, Europe, Middle East, Africa & Latin America | Group President, Asia Pacific | Chief Operations Officer |
1. | 2. | 3. | 4. | 5. | ||||
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Net sales increased 0.1% to $15.5B Organic sales1 grew 1.5% | Gross profit margin of 58.0% Adjusted gross profit margin1 of 60.4% | Operating income margin of 11.9% Adjusted operating income margin1 of 21.5% | ||||||
Net income of $1.0B Adjusted net income1 of $2.2B | Diluted EPS of $0.54 Adjusted diluted EPS1 of $1.14 | Net cash flows from operating activities of $1.7B Free cash flow1 of $1.3B | ||||||
![]() | 2025 Proxy Statement | 47 |
Element | Base Salary | Annual Incentive | Long-Term Incentives |
Purpose | Provide market- competitive fixed pay that recognizes job responsibilities | Motivate executives to attain near-term priorities that are consistent with our long-term strategic goals | Motivate executives to attain long-term goals and directly align executive and shareholder interests by rewarding executives for delivering value to shareholders |
Vehicle | Cash | Cash | Mix of performance share units (“PSUs”), stock options and restricted share units (“RSUs”) |
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Compensation Peer Group | |||||
The Campbell’s Company Church & Dwight Co., Inc. The Clorox Company The Coca-Cola Company Colgate-Palmolive Company | Conagra Brands, Inc. The Estée Lauder Companies Inc. General Mills, Inc. The Hershey Company | Hormel Foods Corporation The J. M. Smucker Company Kellanova Keurig Dr Pepper Inc. Kimberly-Clark Corporation | The Kraft Heinz Company Mondelēz International, Inc. Perrigo Company plc | ||
Performance Peer Group (30 companies) 17 companies in the Compensation Peer Group, plus the following 13 companies | |||||
Beiersdorf AG Brown-Forman Corporation Constellation Brands, Inc. Haleon plc | L’Oreal S.A. McCormick & Company, Incorporated Molson Coors Beverage Company | Monster Beverage Corporation PepsiCo, Inc. The Procter & Gamble Company | Reckitt Benckiser Group plc Tyson Foods, Inc. Unilever PLC | ||
Compensation Peer Group (17 companies) | |||||
The Campbell’s Company Church & Dwight Co., Inc. The Clorox Company The Coca-Cola Company Colgate-Palmolive Company | Conagra Brands, Inc. The Estée Lauder Companies Inc. General Mills, Inc. The Hershey Company Hormel Foods Corporation | The J. M. Smucker Company Kellanova Keurig Dr Pepper Inc. Kimberly-Clark Corporation The Kraft Heinz Company | Mondelēz International, Inc. Perrigo Company plc | ||
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![]() | We Do | ![]() | We Do Not | |||||
Benchmark compensation levels using an established ![]() peer group and survey data, both of which are size- and industry-relevant Maintain robust clawback policies with protections ![]() beyond those required by the NYSE Cap incentive award levels and payout opportunities ![]() Require meaningful share ownership ![]() Engage an independent compensation consultant that ![]() reports directly to the independent CHCC | No guaranteed pay increases or incentive awards ![]() No excise tax gross-ups ![]() No repricing of options ![]() No hedging, pledging or short-selling of Kenvue ![]() securities No automatic single-trigger acceleration of equity in ![]() connection with a change in control No individual employment or severance agreements, ![]() other than as required by law | |||||||
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Officer | Salary ($) | Target Annual Incentive (% Salary) | Target Annual Incentive ($) | Target Long- Term Incentive ($) | Target Total Direct Compensation ($) |
T. Mongon | 1,250,000 | 170% | 2,125,000 | 9,062,500 | 12,437,500 |
P. Ruh | 750,000 | 100% | 750,000 | 2,040,000 | 3,540,000 |
C. Lawson(1) | 664,260 | 85% | 564,621 | 1,766,000 | 2,994,881 |
E. Xie | 595,000 | 85% | 505,750 | 1,695,750 | 2,796,500 |
M. Stevens | 595,000 | 85% | 505,750 | 1,695,750 | 2,796,500 |
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Officer | 2024 Salary | % Change from 2023 |
T. Mongon | $1,250,000 | 0% |
P. Ruh | $750,000 | 10% |
C. Lawson(1) | $664,260 | 7% |
E. Xie | $595,000 | 0% |
M. Stevens | $595,000 | 0% |
Annual Incentive | = | Target Bonus Amount | X | [(70% x Kenvue Performance Factor) | + | (30% x Individual Compensation Factor)] | ||
Measure(1) | How it aligns with our strategic priorities |
Organic net sales | Incentivizes the delivery of top-line growth, which is a key driver of value creation in the consumer staples industry |
Adjusted gross profit margin | Incentivizes margin-accretive top-line growth |
Adjusted net income | Incentivizes profit generation in support of robust free cash flow generation |
Free cash flow | Incentivizes robust free cash flow generation to enable execution of Kenvue’s capital allocation strategy |
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Measure(1) | Weighting (% of Financial) | Threshold (50% of Target Payout) | Target (100% of Target Payout) | Maximum (200% of Target Payout) | Payout % | Weighted Payout % |
Organic net sales | ![]() | ![]() | 0% | 0% | ||
Adjusted gross profit margin | ![]() | ![]() | 188.2% | 37.6% | ||
Adjusted net income | ![]() | ![]() | 79.4% | 15.9% | ||
Free cash flow | ![]() | ![]() | 0% | 0% | ||
Kenvue Performance Factor | 53.5% | |||||
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Officer | Key Results | Individual Compensation Factor |
Thibaut Mongon Chief Executive Officer | •Delivered Organic sales1 growth below plan, due in part to low cold, cough & flu, allergy and sun seasons and a temporary disruption in our distributor network in the Asia Pacific region •Delivered Gross profit margin ahead of plan, driven by meaningful productivity enhancements and value realization •Delivered results below plan with respect to strengthening Kenvue’s competitive position in the market, including in U.S. Skin Health & Beauty •Exceeded plan with respect to transformation initiatives to drive operational efficiency and to free up resources to invest in our brands, e.g., Transition Services Agreement exits and Our Vue Forward savings were ahead of plan •Achieved employee engagement levels above plan and above industry benchmarks, and improved succession pipeline for key positions | 53.5% |
Paul Ruh Chief Financial Officer | •Delivered Organic sales1 growth below plan, due in part to low cold, cough & flu, allergy and sun seasons and a temporary disruption in our distributor network in the Asia Pacific region •Delivered Gross profit margin ahead of plan, driven by meaningful productivity enhancements and value realization •Delivered Free cash flow1 below plan •Exceeded plan with respect to transformation initiatives to drive operational efficiency and to free up resources to invest in our brands, e.g., Transition Services Agreement exits and Our Vue Forward savings were ahead of plan •Executed Kenvue’s capital allocation priorities, maintaining a strong balance sheet while returning capital to our shareholders | 50.0% |
Carlton Lawson Group President, Europe, Middle East, Africa & Latin America | •Delivered regional financial performance ahead of plan across key metrics, including Net sales, Gross profit margin, Net income, and Free cash flow1 •Exceeded plan in strengthening Kenvue’s competitive position in the Europe, Middle East & Africa region •Executed successful revenue growth management and cost efficiency initiatives | 180.0% |
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Ellie Bing Xie Group President, Asia Pacific | •Delivered regional Net sales performance below plan, due in part to a low cough, cold & flu season, and a temporary disruption in our distributor network in the Asia Pacific region •Delivered regional Gross profit margin and Net income below plan and regional Free cash flow1 ahead of plan •Executed cost efficiency initiatives, freeing up resources to invest in our brands | 0.0% |
Meredith Stevens Chief Operations Officer | •Delivered Gross profit margin ahead of plan, driven by meaningful productivity enhancements and value realization •Led significant improvements in areas of operational importance, including productivity enhancements, cost reductions, supply chain effectiveness, on-time in-full delivery, and inventory management •Oversaw accelerated progress against Transition Services Agreements and Transition Manufacturing Agreements exits with no business interruptions | 120.0% |
In addition, all NEOs delivered strong results in key people pillars, including engagement, people leadership, and critical talent retention. | ||
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Officer | Target Annual Incentive | Performance Factor (% of Target) | 2024 Annual Incentive Award as a % of Target | |||||||
Percentage of Salary | Value (a) | Kenvue Performance Factor (b) | Individual Compensation Factor (c) | 2024 Annual Incentive Award Value (d = a x b x 70% + a x c x 30%) | ||||||
T. Mongon | 170% | $2,125,000 | 53.5% | 53.5% | $1,136,875 | 53.5% | ||||
P. Ruh | 100% | $750,000 | 53.5% | 50.0% | $393,375 | 52.5% | ||||
C. Lawson(1) | 85% | $564,621 | 53.5% | 180.0% | $516,346 | 91.5% | ||||
E. Xie | 85% | $505,750 | 53.5% | 0.0% | $189,403 | 37.5% | ||||
M. Stevens | 85% | $505,750 | 53.5% | 120.0% | $371,473 | 73.5% |
Officer | 2024 Target Value ($) | 2024 Actual Value ($) |
T. Mongon | 9,062,500 | 9,062,500 |
P. Ruh | 2,040,000 | 2,040,000 |
C. Lawson | 1,766,000 | 2,040,000 |
E. Xie | 1,695,750 | 1,695,750 |
M. Stevens | 1,695,750 | 1,695,750 |
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PSU Performance Measure(1) | Weighting | How it aligns with our strategic priorities |
Organic net sales(2) | ![]() | Incentivizes the delivery of top-line growth; given Organic net sales is a key driver of value creation in the consumer staples industry, we included this measure in both our 2024 annual incentive plan and 2024 PSU design |
Adjusted diluted earnings per share(2) | ![]() | Incentivizes profit generation in support of robust free cash flows |
Relative TSR | Modifier | Incentivizes market-leading long-term value creation, above that of our performance peers |
Relative TSR Ranking | Applied Modifier |
<25th percentile against Performance Peer Group | 0.75 |
25th - 75th percentiles against Performance Peer Group | 1 |
>75th percentile against Performance Peer Group | 1.25 |
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Individual Subject to Guidelines | Minimum Required Level of Ownership |
Chief Executive Officer | Six times base salary |
Other Executive Officers | Three times base salary |
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Incentive Compensation Recovery Policy | Compensation Recoupment Policy for Significant Misconduct | |
Covered Employees | •Section 16 officers | •Section 16 officers •The top approximately 1,400 employees of Kenvue and its subsidiaries, who were determined to be in a position where significant misconduct would harm Kenvue |
Covered Compensation | •Incentive compensation in excess of what would have been paid based on the restated financials | •All incentive compensation, which includes annual- and long-term incentives awarded (both time-based and performance based), granted or paid, over a defined three-year period |
Triggering Events | •Financial restatements | •Significant misconduct, regardless of whether a restatement is involved •This includes commission of an act of fraud, embezzlement, gross negligence, self-dealing, or intentional misconduct; violations of law or a commission of an act involving moral turpitude; or violation of a material company policy |
Kenvue CHCC Authority | •Administering the policy •Determining the method of recoupment | •Administering the policy •Determining whether to pursue a recoupment •In the event of a recoupment, determining both the amount to recoup and the method of recoupment |
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Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) |
Thibaut Mongon Chief Executive Officer | 2024 | 1,250,000 | 1,500,000 | 6,246,004 | 2,718,747 | 1,136,875 | — | 316,343 | 13,167,969 |
2023 | 1,243,750 | 1,500,000 | 9,298,884 | 5,633,435 | 2,018,750 | — | 27,774 | 19,722,593 | |
2022 | 917,308 | — | 3,681,233 | 1,436,969 | 798,000 | 62,000 | 196,900 | 7,092,410 | |
Paul Ruh Chief Financial Officer | 2024 | 750,000 | 1,000,000 | 1,405,976 | 611,997 | 393,375 | — | 142,235 | 4,303,583 |
2023 | 666,923 | 1,000,000 | 2,450,206 | 1,376,728 | 646,000 | — | 14,619 | 6,154,476 | |
2022 | 569,715 | — | 711,666 | 281,985 | 269,352 | 29,000 | 23,379 | 1,885,097 | |
Carlton Lawson Group President, Europe, Middle East, Africa & Latin America(8) | 2024 | 664,260 | 750,000 | 1,405,976 | 611,997 | 516,346 | 177,000 | 369,652 | 4,495,231 |
2023 | 665,120 | 750,000 | 2,140,379 | 1,228,661 | 644,501 | 279,000 | 215,441 | 5,923,102 | |
2022 | 535,500 | — | 926,115 | 366,973 | 434,654 | — | 185,802 | 2,449,044 | |
Ellie Bing Xie Group President, Asia Pacific | 2024 | 595,000 | 750,000 | 1,168,717 | 508,725 | 189,403 | — | 1,099,472 | 4,311,317 |
2023 | 593,848 | 750,000 | 1,989,965 | 1,159,166 | 384,370 | — | 1,211,574 | 6,088,923 | |
2022 | 532,008 | — | 900,634 | 356,890 | 345,140 | 12,000 | 1,024,212 | 3,170,884 | |
Meredith Stevens Chief Operations Officer | 2024 | 595,000 | 750,000 | 1,168,717 | 508,725 | 371,473 | — | 112,641 | 3,506,556 |
2023 | 593,556 | 750,000 | 2,143,274 | 1,199,893 | 480,463 | — | 14,483 | 5,181,669 | |
2022 | 517,115 | — | 765,611 | 303,337 | 321,923 | 114,000 | 23,270 | 2,045,256 |
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Name | International Assignment & Localization Benefits ($) | Other Benefits ($) | Life Insurance Premiums ($) | Registrant Contributions to Defined Contribution Plans ($) | Total ($) |
Thibaut Mongon | — | 19,545 | 2,622 | 294,175 | 316,343 |
Paul Ruh | — | 25,000 | 3,612 | 113,623 | 142,235 |
Carlton Lawson | 316,165 | 53,487 | — | — | 369,652 |
Ellie Bing Xie | 998,861 | 18,886 | 2,812 | 78,913 | 1,099,472 |
Meredith Stevens | — | 25,000 | 4,317 | 83,324 | 112,641 |
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Estimated Future Payouts Under Non-Equity Incentive Plan Awards | Estimated Future Payouts Under Equity Incentive Plan Awards | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards(5) ($) | |||||||||
Name | Award | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||
Thibaut Mongon | Annual Incentive(1) | 1,062,500 | 2,125,000 | 4,250,000 | — | — | — | — | — | — | — | |||
2024 - 2026 PSUs(2) | 3/5/2024 | 2/20/2024 | — | — | — | 119,181 | 238,361 | 476,722 | — | — | — | 4,433,515 | ||
RSUs(3) | 3/5/2024 | 2/20/2024 | — | — | — | — | — | — | 95,344 | — | — | 1,812,489 | ||
Stock Options(4) | 3/5/2024 | 2/20/2024 | — | — | — | — | — | — | — | 857,649 | 19.01 | 2,718,747 | ||
Paul Ruh | Annual Incentive(1) | 375,000 | 750,000 | 1,500,000 | — | — | — | — | — | — | — | |||
2024 - 2026 PSUs(2) | 3/5/2024 | 2/20/2024 | — | — | — | 26,828 | 53,655 | 107,310 | — | — | — | 997,983 | ||
RSUs(3) | 3/5/2024 | 2/20/2024 | — | — | — | — | — | — | 21,462 | — | — | 407,993 | ||
Stock Options(4) | 3/5/2024 | 2/20/2024 | — | — | — | — | — | — | — | 193,059 | 19.01 | 611,997 | ||
Carlton Lawson | Annual Incentive(1) | 282,311 | 564,621 | 1,129,242 | — | — | — | — | — | — | — | |||
2024 - 2026 PSUs(2) | 3/5/2024 | 2/20/2024 | — | — | — | 26,828 | 53,655 | 107,310 | — | — | — | 997,983 | ||
RSUs(3) | 3/5/2024 | 2/20/2024 | — | — | — | — | — | — | 21,462 | — | — | 407,993 | ||
Stock Options(4) | 3/5/2024 | 2/20/2024 | — | — | — | — | — | — | — | 193,059 | 19.01 | 611,997 | ||
Ellie Bing Xie | Annual Incentive(1) | 252,875 | 505,750 | 1,011,500 | — | — | — | — | — | — | — | |||
2024 - 2026 PSUs(2) | 3/5/2024 | 2/20/2024 | — | — | — | 22,301 | 44,601 | 89,202 | — | — | — | 829,579 | ||
RSUs(3) | 3/5/2024 | 2/20/2024 | — | — | — | — | — | — | 17,840 | — | — | 339,138 | ||
Stock Options(4) | 3/5/2024 | 2/20/2024 | — | — | — | — | — | — | — | 160,481 | 19.01 | 508,725 | ||
Meredith Stevens | Annual Incentive(1) | 252,875 | 505,750 | 1,011,500 | — | — | — | — | — | — | — | |||
2024 - 2026 PSUs(2) | 3/5/2024 | 2/20/2024 | — | — | — | 22,301 | 44,601 | 89,202 | — | — | — | 829,579 | ||
RSUs(3) | 3/5/2024 | 2/20/2024 | — | — | — | — | — | — | 17,840 | — | — | 339,138 | ||
Stock Options(4) | 3/5/2024 | 2/20/2024 | — | — | — | — | — | — | — | 160,481 | 19.01 | 508,725 |
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Option Awards | Stock Awards | ||||||||||
Name | Award | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) (#) | Equity incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | |
Thibaut Mongon | Stock Options(3) | 2/10/2020 | 432,986 | — | 20.44 | 2/10/2030 | — | — | — | — | |
Stock Options(3) | 2/8/2021 | 514,646 | — | 22.23 | 2/8/2031 | — | — | — | — | ||
RSUs(3) | 2/14/2022 | — | — | — | — | 23,195 | 499,388 | — | — | ||
RSUs (converted PSUs)(4) | 2/14/2022 | — | — | — | — | — | — | 139,170 | 2,996,330 | ||
Stock Options(3) | 2/14/2022 | — | 458,189 | 22.40 | 2/14/2032 | — | — | — | — | ||
RSUs(5) | 2/13/2023 | — | — | — | — | 16,876 | 363,340 | — | — | ||
RSUs (converted PSUs)(4) | 2/13/2023 | — | — | — | — | — | — | 156,417 | 3,367,658 | ||
Stock Options(5) | 2/13/2023 | 139,659 | 279,311 | 21.97 | 2/13/2033 | — | — | — | — | ||
Founder Stock Options(6) | 10/2/2023 | — | 880,424 | 20.32 | 10/2/2033 | — | — | — | — | ||
Founders PSUs(7) | 10/2/2023 | — | — | — | — | — | — | 351,004 | 3,778,554 | ||
Dec 2023 PSUs(8) | 12/7/2023 | — | — | — | — | — | — | 109,841 | 1,182,438 | ||
Dec 2023 RSUs(9) | 12/7/2023 | — | — | — | — | 14,645 | 315,301 | — | — | ||
Dec 2023 Stock Options(9) | 12/7/2023 | 64,706 | 129,411 | 20.81 | 12/7/2033 | — | — | — | — | ||
March 2024 PSUs(10) | 3/5/2024 | — | — | — | — | — | — | 245,096 | 5,276,918 | ||
Mar 2024 RSUs(11) | 3/5/2024 | — | — | — | — | 98,038 | 2,110,758 | — | — | ||
Mar 2024 Stock Options(11) | 3/5/2024 | — | 857,649 | 19.01 | 3/5/2034 | — | — | — | — |
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Paul Ruh | Stock Options(3) | 2/8/2021 | 95,899 | — | 22.23 | 2/8/2031 | — | — | — | — | |
RSUs(3) | 2/14/2022 | — | — | — | — | 9,105 | 196,031 | — | — | ||
RSUs (converted PSUs)(4) | 2/14/2022 | — | — | — | — | — | — | 22,758 | 489,980 | ||
Stock Options(3) | 2/14/2022 | — | 89,913 | 22.40 | 2/14/2032 | — | — | — | — | ||
RSUs(5) | 2/13/2023 | — | — | — | — | 5,201 | 111,978 | — | — | ||
RSUs (converted PSUs)(4) | 2/13/2023 | — | — | — | — | — | — | 20,091 | 432,559 | ||
Stock Options(5) | 2/13/2023 | 21,528 | 43,041 | 21.97 | 2/13/2033 | — | — | — | — | ||
Founder Stock Options(6) | 10/2/2023 | — | 198,186 | 20.32 | 10/2/2033 | — | — | — | — | ||
Founders PSUs(7) | 10/2/2023 | — | — | — | — | — | — | 79,011 | 850,555 | ||
Dec 2023 PSUs(8) | 12/7/2023 | — | — | — | — | — | — | 61,411 | 661,091 | ||
Dec 2023 RSUs(9) | 12/7/2023 | — | — | — | — | 8,187 | 176,273 | — | — | ||
Dec 2023 Stock Options(9) | 12/7/2023 | 36,177 | 72,352 | 20.81 | 12/7/2033 | — | — | — | — | ||
March 2024 PSUs(10) | 3/5/2024 | — | — | — | — | — | — | 55,171 | 1,187,832 | ||
Mar 2024 RSUs(11) | 3/5/2024 | — | — | — | — | 22,068 | 475,133 | — | — | ||
Mar 2024 Stock Options(11) | 3/5/2024 | — | 193,059 | 19.01 | 3/5/2034 | — | — | — | — | ||
Carlton Lawson | Stock Options(3) | 2/10/2020 | 31,173 | — | 20.44 | 2/10/2030 | — | — | — | — | |
Stock Options(3) | 2/8/2021 | 34,225 | — | 22.23 | 2/8/2031 | — | — | — | — | ||
RSUs(3) | 2/14/2022 | — | — | — | — | 11,846 | 255,044 | — | — | ||
RSUs (converted PSUs)(4) | 2/14/2022 | — | — | — | — | — | — | 29,618 | 637,676 | ||
Stock Options(3) | 2/14/2022 | — | 117,012 | 22.40 | 2/14/2032 | — | — | — | — | ||
RSUs(5) | 2/13/2023 | — | — | — | — | 9,038 | 194,588 | — | — | ||
RSUs (converted PSUs)(4) | 2/13/2023 | — | — | — | — | — | — | 34,907 | 751,548 | ||
Stock Options(5) | 2/13/2023 | 37,403 | 74,794 | 21.97 | 2/13/2033 | — | — | — | — | ||
Founder Stock Options(6) | 10/2/2023 | — | 168,624 | 20.32 | 10/2/2033 | — | — | — | — | ||
Founders PSUs(7) | 10/2/2023 | — | — | — | — | — | — | 67,227 | 723,696 | ||
Dec 2023 PSUs(8) | 12/7/2023 | — | — | — | — | — | — | 25,960 | 279,464 | ||
Dec 2023 RSUs(9) | 12/7/2023 | — | — | — | — | 3,461 | 74,514 | — | — | ||
Dec 2023 Stock Options(9) | 12/7/2023 | 15,295 | 30,587 | 20.81 | 12/7/2033 | — | — | — | — | ||
March 2024 PSUs(10) | 3/5/2024 | — | — | — | — | — | — | 55,171 | 1,187,832 | ||
Mar 2024 RSUs(11) | 3/5/2024 | — | — | — | — | 22,068 | 475,133 | — | — | ||
Mar 2024 Stock Options(11) | 3/5/2024 | — | 193,059 | 19.01 | 3/5/2034 | — | — | — | — |
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Ellie Bing Xie | Stock Options(3) | 2/13/2017 | 35,144 | — | 15.62 | 2/13/2027 | — | — | — | — | |
Stock Options(3) | 2/12/2018 | 42,263 | — | 17.49 | 2/11/2028 | — | — | — | — | ||
Stock Options(3) | 2/11/2019 | 56,168 | — | 17.82 | 2/11/2029 | — | — | — | — | ||
Stock Options(3) | 2/10/2020 | 86,594 | — | 20.44 | 2/10/2030 | — | — | — | — | ||
Stock Options(3) | 2/8/2021 | 98,988 | — | 22.23 | 2/8/2031 | — | — | — | — | ||
RSUs(3) | 2/14/2022 | — | — | — | — | 11,520 | 248,026 | — | — | ||
RSUs (converted PSUs)(4) | 2/14/2022 | — | — | — | — | — | — | 28,803 | 620,129 | ||
Stock Options(3) | 2/14/2022 | — | 113,797 | 22.40 | 2/14/2032 | — | — | — | — | ||
RSUs(5) | 2/13/2023 | — | — | — | — | 8,252 | 177,666 | — | — | ||
RSUs (converted PSUs)(4) | 2/13/2023 | — | — | — | — | — | — | 31,885 | 686,484 | ||
Stock Options(5) | 2/13/2023 | 34,166 | 68,318 | 21.97 | 2/13/2033 | — | — | — | — | ||
Founder Stock Options(6) | 10/2/2023 | — | 164,742 | 20.32 | 10/2/2033 | — | — | — | — | ||
Founders PSUs(7) | 10/2/2023 | — | — | — | — | — | — | 65,678 | 707,022 | ||
Dec 2023 PSUs(8) | 12/7/2023 | — | — | — | — | — | — | 22,966 | 247,229 | ||
Dec 2023 RSUs(9) | 12/7/2023 | — | — | — | — | 3,061 | 65,901 | — | — | ||
Dec 2023 Stock Options(9) | 12/7/2023 | 13,530 | 27,058 | 20.81 | 12/7/2033 | — | — | — | — | ||
March 2024 PSUs(10) | 3/5/2024 | — | — | — | — | — | — | 45,861 | 987,392 | ||
Mar 2024 RSUs(11) | 3/5/2024 | — | — | — | — | 18,344 | 394,948 | — | — | ||
Mar 2024 Stock Options(11) | 3/5/2024 | — | 160,481 | 19.01 | 3/5/2034 | — | — | — | — | ||
Meredith Stevens | Stock Options(3) | 2/8/2021 | 103,566 | — | 22.23 | 2/8/2031 | — | — | — | — | |
RSUs(3) | 2/14/2022 | — | — | — | — | 9,794 | 210,865 | — | — | ||
RSUs (converted PSUs)(4) | 2/14/2022 | — | — | — | — | — | — | 24,484 | 527,141 | ||
Stock Options(3) | 2/14/2022 | — | 96,721 | 22.40 | 2/14/2032 | — | — | — | — | ||
RSUs(5) | 2/13/2023 | — | — | — | — | 6,430 | 138,438 | — | — | ||
RSUs (converted PSUs)(4) | 2/13/2023 | — | — | — | — | — | — | 24,825 | 534,482 | ||
Stock Options(5) | 2/13/2023 | 26,602 | 53,199 | 21.97 | 2/13/2033 | — | — | — | — | ||
Founder Stock Options(6) | 10/2/2023 | — | 164,742 | 20.32 | 10/2/2033 | — | — | — | — | ||
Founders PSUs(7) | 10/2/2023 | — | — | — | — | — | — | 65,678 | 707,022 | ||
Dec 2023 PSUs(8) | 12/7/2023 | — | — | — | — | — | — | 43,935 | 472,961 | ||
Dec 2023 RSUs(9) | 12/7/2023 | — | — | — | — | 5,629 | 121,189 | — | — | ||
Dec 2023 Stock Options(9) | 12/7/2023 | 25,883 | 51,764 | 20.81 | 12/7/2033 | — | — | — | — | ||
March 2024 PSUs(10) | 3/5/2024 | — | — | — | — | — | — | 45,861 | 987,392 | ||
Mar 2024 RSUs(11) | 3/5/2024 | — | — | — | — | 18,148 | 390,728 | — | — | ||
Mar 2024 Stock Options(11) | 3/5/2024 | — | 160,481 | 19.01 | 3/5/2034 | — | — | — | — |
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Name | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized Upon Vesting ($) |
Thibaut Mongon | — | — | 218,708 | 4,331,492 |
Paul Ruh | — | — | 43,306 | 869,023 |
Carlton Lawson | — | — | 19,318 | 386,126 |
Ellie Bing Xie | — | — | 43,462 | 860,296 |
Meredith Stevens | — | — | 46,099 | 920,593 |
Name | Plan Name | Number of Years Credited Service | Normal Retirement Age | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) |
Carlton Lawson | UK Pension Plan | 1.92 | 65 | 93,000 | — |
Swiss Pension Plan | 3.42 | 65 | 624,000 | — |
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Name | Registrant Contributions in Last FY(1) | Aggregate Earnings in Last FY(2) | Aggregate Withdrawals / Distributions | Aggregate Balance at Last FYE(3) |
Thibaut Mongon | 263,137 | 16,635 | — | 449,153 |
Paul Ruh | 94,469 | 5,304 | — | 178,635 |
Carlton Lawson | — | — | — | — |
Ellie Bing Xie | 57,093 | 4,310 | — | 124,178 |
Meredith Stevens | 65,742 | 2,056 | — | 160,439 |
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Nature of Termination | PSUs | Stock Options | RSUs |
Retirement | Pro-rata payout (not accelerated) based on actual performance | •Within one year of grant date: pro-rata vesting at next vesting date •More than one year following grant date: full continued vesting | •Within one year of grant date: pro-rata vesting at next vesting date •More than one year following grant date: full continued vesting |
Involuntary Not For Cause or For Good Reason | Pro-rata payout (not accelerated) based on actual performance | Pro-rata vesting at next vesting date | Pro-rata vesting at next vesting date |
Involuntary For Cause | Forfeit | Forfeit | Forfeit |
Resignation | Forfeit | Forfeit | Forfeit |
Death/Disability | Accelerated full vesting at target | Accelerated full vesting | Accelerated full vesting |
Change of Control (Double Trigger)(1) | Accelerated full vesting at greater of target or actual performance | Accelerated full vesting | Accelerated full vesting |
Nature of Termination | Stock Options | RSUs(1) |
Retirement | Full continued vesting | Full continued vesting |
Specified Divestiture or Reduction in Force | Pre-2023 awards - Pro-rata portion vests on termination date 2023 awards - Forfeit | Pre-2023 awards - Pro-rata portion vests on regular vesting schedule 2023 awards granted as RSUs - Forfeit |
Involuntary Not For Cause | Forfeit | Forfeit |
Involuntary For Cause | Forfeit | Forfeit |
Resignation | Forfeit | Forfeit |
Death/Disability | Accelerated full vesting | Accelerated full vesting |
Change of Control (Double Trigger)(2) | Accelerated full vesting | Accelerated full vesting |
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Nature of Termination | PSUs | Stock Options |
Involuntary Due to Divestiture, Reduction in Force, or Mandatory Retirement or For Good Reason | Pro-rata payout (not accelerated) based on actual performance | Pro-rata vesting at vesting date |
Involuntary For Cause | Forfeit | Forfeit |
Death/Disability | Accelerated full vesting at target | Accelerated full vesting |
Change of Control (Double Trigger)(1) | Accelerated full vesting at greater of target or actual performance | Accelerated full vesting |
All other termination scenarios | Forfeit | Forfeit |
Name | Type of Payment | Reduction in Force or Specified Divestiture ($) | Other Types of Involuntary Termination Without Cause, or Termination for Good Reason($) | Retirement ($) | Death/ Disability ($) | Change of Control (Double Trigger) ($) |
Thibaut Mongon | Cash Severance | 6,750,000(1) | 6,750,000(1) | — | — | 8,437,500(2) |
Healthcare Coverage | 26,652(3) | 26,652(3) | — | 13,326(3) | 26,652(3) | |
Long-Term Incentives | 11,650,659(4) | 4,189,696(5) | — | 23,210,449(6) | 23,210,449(6) | |
Total | 18,427,311 | 10,966,348 | — | 23,223,775 | 31,674,601 | |
Paul Ruh | Cash Severance | 2,250,000(7) | 2,250,000(7) | — | — | 3,000,000(8) |
Healthcare Coverage | 26,652(3) | 26,652(3) | — | 13,326(3) | 26,652(3) | |
Long-Term Incentives | 2,524,156(4) | 1,144,793(5) | — | 5,359,839(6) | 5,359,839(6) | |
Total | 4,800,808 | 3,421,445 | — | 5,373,165 | 8,386,491 | |
Carlton Lawson | Cash Severance | 1,843,322(7) | 1,843,322(7) | — | — | 2,457,762(8) |
Healthcare Coverage | — | — | — | — | — | |
Long-Term Incentives | 2,659,144(4) | 949,904(5) | — | 5,292,061(6) | 5,292,061(6) | |
Total | 4,502,466 | 2,793,226 | — | 5,292,061 | 7,749,823 |
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Ellie Bing Xie | Cash Severance | 1,651,125(7) | 1,651,125(7) | — | — | 2,201,500(8) |
Healthcare Coverage | 22,533(3) | 22,533(3) | — | 11,266(3) | 22,533(3) | |
Long-Term Incentives | 2,433,389(4) | 797,214(5) | — | 4,758,028(6) | 4,758,028(6) | |
Total | 4,107,047 | 2,470,872 | — | 4,769,294 | 6,982,061 | |
Meredith Stevens | Cash Severance | 1,651,125(7) | 1,651,125(7) | — | — | 2,201,500(8) |
Healthcare Coverage | 18,612(3) | 18,612(3) | — | 9,306(3) | 18,612(3) | |
Long-Term Incentives | 2,800,109(4) | 2,424,180(9) | 2,424,180(9) | 4,731,238(6) | 4,731,238(6) | |
Total | 4,469,846 | 4,093,917 | 2,424,180 | 4,740,544 | 6,951,350 |
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Fiscal Year | Summary Compensation Table Total for PEO(1)(2) | Compensation Actually Paid to PEO(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs(1)(3) | Value of an initial $100 Investment: | Net Income ($ Millions)(6) | Organic Net Sales ($ Millions)(7) | |
Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | |||||||
2024 | $ | $ | $ | $ | $ | $ | $ | $ |
2023 | $ | $ | $ | $ | $ | $ | $ | $ |
Year | PEO | Non-PEO NEOs |
2024 | Paul Ruh, Carlton Lawson, Ellie Bing Xie, Meredith Stevens | |
2023 | Paul Ruh, Carlton Lawson, Ellie Bing Xie, Meredith Stevens |
Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | PEO Fiscal Year 2024 ($) | NEO Average Fiscal Year 2024 ($) | ||
Summary Compensation Table Total | $ | $ | ||
(Minus): Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | ( | ( | ||
(Minus): Change in Pension Value | ( | |||
Plus: Pension Service Cost and Associated Prior Service Cost | ||||
Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | ||||
Plus/(Minus): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | ||||
Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | ||||
Plus/(Minus): Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | ( | ( | ||
(Minus): Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | ||||
Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation | ||||
Compensation Actually Paid | $ | $ |
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Proposal 3 | Ratify the Appointment of the Company’s Independent Registered Public Accounting Firm | ||||
Our Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for 2025 and recommends that shareholders vote to ratify the appointment. Although we are not required by law or our Amended and Restated Bylaws to obtain such ratification from our shareholders, we believe it is good practice to do so. If our shareholders do not ratify the appointment of PwC, our Audit Committee may reconsider its appointment. Our Audit Committee, in its discretion, may appoint a new independent registered public accounting firm at any time during the year if our Audit Committee believes that such a change would be in the best interests of Kenvue and our shareholders. PwC has served as our independent registered public accounting firm since 2021. A representative of PwC is expected to be present at our Annual Meeting and available to respond to appropriate questions and will have the opportunity to make a statement if they so desire. The affirmative vote of the majority of voting power of capital stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter is required to approve this proposal. Abstentions will have the effect of votes “AGAINST” this proposal. Because this proposal is a routine matter pursuant to the NYSE’s Rule 452, brokers have discretion to vote uninstructed shares on this matter and as such we do not expect broker non-votes on this proposal. | |||||
![]() | The Board of Directors unanimously recommends that shareholders vote FOR the ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2025. | ||||
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Service Description | Fiscal 2023 | Fiscal 2024 | ||
(in thousands) | ||||
Audit Fees | $20,470 | $17,884 | ||
Audit-Related Fees | 1,825 | 2,042 | ||
Tax Fees | 230 | 1,422 | ||
All Other Fees | 15 | 2 | ||
Total Fees | $22,540 | $21,350 |
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Name of Beneficial Owner | Current Shares Beneficially Owned(1)(2) | Rights to Acquire Beneficial Ownership of Shares(3) | Total Number of Shares Beneficially Owned | Percent of Shares Beneficially Owned |
Thibaut Mongon | 216,469 | 3,295,527 | 3,511,996 | * |
Carlton Lawson | 56,316 | 645,745 | 702,061 | * |
Paul Ruh | 56,198 | 616,538 | 672,736 | * |
Meredith (Meri) Stevens | 64,441 | 598,017 | 662,458 | * |
Ellie Bing Xie | 47,603 | 838,991 | 886,594 | * |
Larry J. Merlo | 27,460 | 27,460 | * | |
Richard E. Allison, Jr. | 48,112 | 48,112 | * | |
Tamara S. Franklin | 17,652 | 17,652 | * | |
Seemantini Godbole | 17,652 | 17,652 | * | |
Melanie L. Healey | 17,803 | 17,803 | * | |
Sarah Hofstetter | 1,690 | 1,690 | * | |
Betsy D. Holden | 17,652 | 17,652 | * | |
Erica L. Mann | 1,690 | 1,690 | * | |
Kathleen M. Pawlus | 6,535 | 6,535 | * | |
Kirk L. Perry | 3,879 | 3,879 | * | |
Vasant Prabhu | 17,652 | 17,652 | * | |
Jeffrey C. Smith | 22,055,690 | 22,055,690(4) | 1.15% | |
Michael E. Sneed | 28,439 | 28,439 | * | |
All directors and Executive Officers as a Group (25 persons) | 22,876,987 | 9,423,262 | 32,300,249 | 1.68% |
T.Rowe Price Associates, LLC 100 E. Pratt Street Baltimore, MD 21202 | 237,937,866(5) | 12.40% | ||
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 212,064,340(6) | 11.05% | ||
FMR LLC 245 Summer Street Boston, MA 02210 | 137,915,484(7) | 7.19% |
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BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | 129,017,456(8) | 6.72% | ||
State Street Corporation State Street Financial Center 1 Congress Street, Suite 1 Boston, MA 02114 | 127,221,948(9) | 6.63% | ||
Massachusetts Financial Services Co. 111 Huntington Avenue Boston, MA02199 | 97,662,922(10) | 5.09% |
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Type of Proposal | Deadline | Submission Requirements |
Shareholder Proposal Pursuant to Rule 14a-8 To be included in our Proxy Statement and proxy card for the 2026 Annual Meeting of Shareholders | December 10, 2025 | Must comply with Rule 14a-8 under the Exchange Act |
Advance Notice Provisions for Item of Business Other Than Director Nominations | Between November 10, 2025 and December 10, 2025, unless the 2026 Annual Meeting of the Shareholders is not scheduled to be held between April 22, 2026 and June 21, 2026, in which case due by the 10th day following the day the date of the 2026 Annual Meeting of the Shareholders is announced | Must include the information specified under our Amended and Restated Bylaws |
Advance Notice Provisions for Director Nominations | Between November 10, 2025 and December 10, 2025, with any additional information required by Rule 14a-19 of the Exchange Act due by March 23, 2026 | Must comply with Rule 14a-19 under the Exchange Act Must include the information specified under our Amended and Restated Bylaws |
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Fiscal Twelve Months Ended December 29, 2024 vs December 31, 2023(1) | |||||
Reported Net sales change | Impact of foreign currency | Organic sales change | |||
(Unaudited; Dollars in Millions) | Amount | Percent | Amount | Amount | Percent |
Total | $11 | 0.1% | $(219) | $230 | 1.5% |
Fiscal Twelve Months Ended December 29, 2024 | |||||
(Unaudited; Dollars in Millions) | As Reported | Adjustments | Reference | As Adjusted | |
Net sales | $15,455 | — | $15,455 | ||
Gross profit | $8,959 | 369 | (a) | $9,328 | |
Gross profit margin | 58.0% | 60.4% | |||
Operating income | $1,841 | 1,487 | (a)-(d) | $3,328 | |
Operating income margin | 11.9% | 21.5% | |||
Net income | $1,030 | 1,169 | (a)-(f) | $2,199 |
Detail of Adjustments | Cost of sales | SG&A/ Restructuring expenses | Impairment charges | Other operating (income) expense, net | Other expense, net | Provision for taxes | Total | ||||||
Amortization of intangible assets | $269 | $— | $— | $— | $— | $— | $269 | ||||||
Restructuring expenses | — | 185 | — | — | — | — | 185 | ||||||
Operating model optimization initiatives | 27 | 9 | — | — | — | — | 36 | ||||||
Separation-related costs (including conversion of stock-based awards and Founder Shares) | 73 | 291 | — | — | — | — | 364 | ||||||
Impairment charges | — | — | 578 | — | — | (151) | 427 | ||||||
Impact of Deferred Markets— minority interest expense | — | — | — | 24 | — | — | 24 | ||||||
Impact of Deferred Markets— provision for taxes | — | — | — | 35 | — | (35) | — | ||||||
Litigation income | — | — | — | (4) | — | — | (4) | ||||||
Losses on investments | — | — | — | — | 72 | — | 72 | ||||||
Tax indemnification release | — | — | — | — | (21) | — | (21) | ||||||
Tax impact on special item adjustments | — | — | — | — | — | (183) | (183) | ||||||
Total | $369 | $485 | $578 | $55 | $51 | $(369) | $1,169 | ||||||
(a) | (b) | (c) | (d) | (e) | (f) |
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(Unaudited) | Fiscal Twelve Months Ended December 29, 2024 | |
Diluted earnings per share | $0.54 | |
Adjustments: | ||
Separation-related costs | 0.15 | |
Conversion of stock-based awards | 0.02 | |
Restructuring and operating model optimization initiatives | 0.11 | |
Impairment charges | 0.30 | |
Amortization of intangible assets | 0.14 | |
Losses on investments | 0.04 | |
Tax impact on special item adjustments | (0.17) | |
Other | 0.01 | |
Adjusted diluted earnings per share (non-GAAP) | $1.14 |
(Unaudited; Dollars in Billions) | Fiscal Twelve Months Ended December 29, 2024 | |
Net cash flows from operating activities | 1.7 | |
Purchases of property, plant, and equipment | (0.4) | |
Free cash flow (non-GAAP) | 1.3 |
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