Kenvue Inc.
KVUE DEF 14A Report ended Dec. 29, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
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Payment of Filing Fee (Check all boxes that apply):
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
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2025
Proxy Statement
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i
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Message from the Chair of
our Board
Larry J. Merlo
Chair, Board of Directors
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Kenvue Shareholders,
On behalf of the Kenvue Board of Directors, thank you for your investment in our Company. It is my pleasure to invite you to our
2025 Annual Meeting of Shareholders following our first full year as an independent company.
We made progress in advancing Kenvue’s position as a leading, pure-play consumer health company this year. Throughout the
course of 2024, the Board oversaw the management team’s execution of important organizational, operational and commercial
changes to strengthen the Company’s foundation and position it for accelerated growth in 2025 and beyond.
Through the separation from our former parent company, the management team remained laser focused on transitioning the
Company’s systems and processes to best suit the needs of a standalone consumer health company versus one division within a
large conglomerate. Following a resource-intensive process that spanned over 2,000 Transition Service Agreements (“TSAs”)
across 50 countries, the Company has completed nearly all planned TSA exits and is now positioned to meet its goals with
efficiency and agility. Change was also necessary to reduce costs and free up resources to increase brand investments in line with
the Company’s marketing-first mentality. “Our Vue Forward”, the Company’s two-year cost savings initiative to deliver $350 million
of annualized savings by 2026, remains on track, and as a result of these efforts, brand investments were 20% higher in 2024
compared to 2023.
Looking forward in 2025, we believe Kenvue has a strong foundation to execute on its strategic priorities, unlock the full potential of
our iconic brands, and deliver value for shareholders. Kenvue will be leaning into the distinct powers that set our brands apart –
from the cutting-edge science that underpins our innovations to new AI-enabled ways that make it easier for consumers to discover
and shop our products.
Further Strengthening Our Board
We have also meaningfully refreshed our Board over the past year, adding five new independent directors as a result of both the
Board’s succession planning announced in July 2024 and the Company’s entry into the Cooperation Agreement with Starboard
Value announced in March 2025. We are confident these new directors will bring critical perspectives and skill sets to bear in
support of the execution of the Company’s strategy.
Through these efforts, the Board is transforming alongside the business. At this year’s Annual Meeting, 13 directors, 12 of whom
are independent, will be standing for election, evidencing the Board’s deep commitment to independent oversight. These directors
collectively bring complementary expertise and deep experience across a range of areas relevant to overseeing the Company’s
strategy, including executive leadership and strategy, brand marketing and sales, digital technology, consumer and retail industry,
and finance. As a Board, we are moving forward together with energy and focus around our goals.
Actively Engaging with Our Shareholders
We believe that engaging with all Kenvue stakeholders is an essential way to hear a rich mix of perspectives on how we can
enhance value creation. To that end, over the past year, members of our Board and management team have been connecting with
shareholders to share our progress and hear their ideas and feedback on a number of topics, including our strategic initiatives
aimed at driving growth and enhancing profitability.
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ii
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2025
Proxy Statement
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We greatly appreciate these engagements and look forward to an ongoing dialogue with our shareholders as Kenvue continues
our journey.
Continuing Our Journey
In 2024, Kenvue teams embraced our journey as an independent company and made progress advancing strategic priorities to
engage more consumers, free up resources to fuel brand investment, and become an organization focused on performance and
impact. Throughout this period of change, the Board has also remained committed to positioning our portfolio of iconic brands and
Kenvuers around the world to build lasting positive change. We are doing so through our Healthy Lives Mission focused on
nurturing healthy people, enriching a healthy planet and maintaining healthy practice, and we will continue to draw on our brands,
resources and platforms to help shape a healthy future for both people and planet.
As we move forward, we will continue to have a disciplined approach to capital allocation, and returning capital to shareholders
remains core to that philosophy, which can be best seen in our attractive dividend. We were pleased to increase our quarterly
dividend by 2.5% in the third quarter of 2024, and we expect to continue to grow it over time.
Thank you for your continued trust and ongoing support during a pivotal year for the Company. We are as motivated as ever to
make Kenvue the undisputed global leader in consumer health.
Sincerely,
Larry J. Merlo
Chair, Board of Directors
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2025
Proxy Statement
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1
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Notice of
2025
Annual Meeting
of Shareholders
Fellow Kenvue Shareholders:
You are cordially invited to the
2025
Annual Meeting of Shareholders of Kenvue Inc. (the “Annual Meeting”), where shareholders
will vote on the matters below either by proxy or by voting online during the Annual Meeting.
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Date and Time
Thursday
,
May 22, 2025
9:00
a.m.
Eastern Time
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Location
Online at
www.virtualshareholdermeeting.com/
KVUE2025
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Record Date
March 24, 2025
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Items of Business
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1
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Elect the
13
director nominees named in the proxy statement.
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2
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Approve, on a non-binding advisory basis, the compensation of our named executive officers.
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3
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Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for
2025
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4
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Consider any other business as may properly come before the Annual Meeting.
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Your Vote is Important - Vote Right Away
Your vote is important. Ensure that your shares are represented at the meeting by voting in one of the following ways:
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By Internet
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By Telephone
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By Mail
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www.proxyvote.com
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1 (800) 690-6903
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Sign, date and mail the proxy card (if you
received one by mail)
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We encourage you to read the accompanying proxy statement with care and to vote and submit your proxy as soon as possible by
using one of the methods described above, even if you intend to attend the Annual Meeting.
Edward J. Reed
Vice President, Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials for the
2025
Annual Meeting of Shareholders to be Held on
May 22, 2025
:
The proxy statement and our
2024
Annual Report to Shareholders are available at
www.proxyvote.com
. We
mailed a Notice of Internet Availability to our shareholders (other than those who previously requested paper copies) on or about
April 9, 2025
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2
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2025
Proxy Statement
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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.
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Business Highlights
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$15.5B
Full year Net sales
in
2024
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135+
Year History
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3
Segments
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165
Countries where we have
a presence
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~50%
2024
Net sales generated
outside of North America
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Our 15 priority brands
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4
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2025
Proxy Statement
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Voting
Roadmap
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Proposal
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1
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Election of Directors
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The Board of Directors unanimously recommends that shareholders vote
FOR
each
director nominee.
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See Page
10
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Proposal
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2
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Approve, on a Non-Binding Advisory Basis, the
Compensation of our Named Executive Officers
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The Board of Directors unanimously recommends that shareholders vote
FOR
the advisory
vote to approve named executive officer compensation.
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See Page
44
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Proposal
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3
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Ratify the Appointment of the Company’s
Independent Registered Public Accounting Firm
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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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See Page
76
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2025
Proxy Statement
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5
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Proxy Statement Summary
The accompanying proxy is solicited on behalf of the Board of Directors (the “Board”) for use at the
2025
Annual Meeting of
Shareholders (the “Annual Meeting”) of Kenvue Inc. (“Kenvue”, “we”, “us”, “our” or the “Company”). Please review the entire proxy
statement and our
2024
Annual Report to Shareholders before voting. The voting items expected to be proposed at the meeting
are listed above, along with the Board’s voting recommendations.
2024
Performance Highlights
Fiscal year
2024
was a meaningful year for Kenvue as we strengthened our commercial and operational foundations and made
meaningful progress on our three strategic priorities—
engage
more consumers, free up resources to invest behind our brands, and
foster a new culture that rewards performance and impact.
Since our separation in 2023 from Johnson Johnson, our former
parent company (the “Separation”),
we successfully exited over 2,000 transitional services across more than 50 countries without
disruption to our business operations. We made substantial investments in modernizing and upgrading our infrastructure, enabling
improved data capture, greater efficiencies, and more agile decision-making.
In
2024
, Net sales performance was impacted by a slower-than-expected recovery in our Skin Health Beauty business in the
United States
, low cold, cough flu, allergy and sun seasons, and a temporary disruption in our distributor network in the Asia
Pacific region.
We delivered on our Net income per share (“Earnings per share” or “
EPS”)
outlook for the year despite Net sales
headwinds due to strong productivity and realization of cost savings.
We drove meaningful productivity across the organization that
resulted in strong Gross profit margin performance, which in combination with savings from Our Vue Forward, our two-year
restructuring plan, fueled our investment behind our business. By streamlining operations and reducing costs, we freed up
resources to strengthen our capabilities and invest at more competitive levels in our brands, allowing us to engage with consumers
in increasingly relevant and innovative ways. We also continued to deliver on our commitment to return capital to our shareholders
through our quarterly dividend, which we increased by 2.5% in the third quarter of 2024.
Key highlights of our
2024
financial performance include:
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Net sales increased
0.1%
to
$15.5B
Organic sales
1
grew
1.5%
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Gross profit margin
of
58.0%
Adjusted gross profit
margin
1
of
60.4%
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Operating income
margin of
11.9%
Adjusted operating income
margin
1
of
21.5%
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Net income of
$1.0B
Adjusted net income
1
of
$2.2B
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Diluted EPS of
$0.54
Adjusted diluted EPS
1
of
$1.14
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Net cash flows from
operating activities
of
$1.7B
Free cash flow
1
of
$1.3B
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(1)
Organic sales, Adjusted gross profit margin,
Adjusted operating income margin
, Adjusted net income, Adjusted diluted EPS, and Free cash flow
are non-GAAP financial measures.
See the Appendix for definitions of non-GAAP financial measures and a reconciliation of such measures to
the most directly comparable GAAP measures.
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6
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2025
Proxy Statement
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Proxy Statement Summary
The following table provides summary information about each director nominee. Detailed inform
ation about each director’s
background, skills, and expertise can be found in “Proposal 1 - Election of Directors” beginning on page
10
.
Richard E. Allison, Jr.
Former CEO and Director of
Domino’s Pizza, Inc.
–
Independent Director
•
Audit Committee
•
Compensation Human
Capital Committee
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Seemantini Godbole
EVP, Chief Digital and Information
Officer of Lowe’s Companies Inc.
–
Independent Director
•
Audit Committee
•
Nominating, Governance
Sustainability Committee
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Melanie L. Healey
Former Group President of The
Procter Gamble Company
–
Independent Director
•
Nominating, Governance
Sustainability Committee
(Chair)
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Sarah Hofstetter
President of Profitero, Ltd.
–
Independent Director
•
Audit Committee
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Betsy D. Holden
Former Co-CEO of Kraft Foods Inc.
–
Independent Director
•
Compensation Human
Capital Committee
(Chair)
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Erica L. Mann
Former Global President Consumer
Health of Bayer AG
–
Independent Director
•
Nominating, Governance
Sustainability Committee
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Larry J. Merlo
Chair of the Board
Former President and CEO of
CVS Health
–
Independent Director
•
Compensation Human
Capital Committee
•
Nominating, Governance
Sustainability Committee
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Thibaut Mongon
Chief Executive Officer of Kenvue
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Kathleen M. Pawlus
Retired Partner and Global Assurance
CFO and COO of Ernst
and Young, LLP
–
Independent Director
•
Audit Committee
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Kirk L. Perry
Former CEO of Circana, Inc.
–
Independent Director
•
Compensation Human
Capital Committee
•
Nominating, Governance
Sustainability Committee
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Vasant Prabhu
Former Vice Chairman and Chief
Financial Officer of Visa Inc.
–
Independent Director
•
Audit Committee
(Chair)
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Jeffrey C. Smith
Managing Member, CEO and Chief
Investment Officer of Starboard
Value LP
–
Independent Director
•
Compensation Human Capital
Committee
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Michael E. Sneed
Former EVP, Corporate Affairs
Chief Communications Officer of
Johnson Johnson
–
Independent Director
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Age
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Independence
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2025
Proxy Statement
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7
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Proxy Statement Summary
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Board Composition Independence
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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.
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Independent Board Chair with significant responsibilities
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All independent directors, other than the CEO
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Five new independent directors joined the Board since the 2024 Annual Meeting of
Shareholders
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Balanced Board with a large breadth of skills, experiences, and areas of expertise
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Independent Committees with only independent directors serving on our Audit, Compensation
Human Capital, and Nominating, Governance Sustainability Committees
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Independent Executive Sessions with only independent directors at every regularly scheduled
Board and Committee meeting
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Robust Board Committee Oversight
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•
Rigorous oversight of the development and execution of the Company’s strategic plans
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Robust Board and Committee process for overseeing key enterprise risks, including
cybersecurity-related risks
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Strong Board and management succession planning process
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Robust Board and Committee oversight of our sustainability strategy, policies, programs, and
commitments
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Shareholder Rights Engagement
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•
Annual elections of all directors (no staggered board)
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Simple majority voting standard for all uncontested elections
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Single voting class
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Active, year-round shareholder engagement
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Strong Governance Practices
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•
Annual Board Committee evaluations
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Robust director and executive officer Code of Business Conduct Ethics
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Restrictions on overboarding
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Mandatory retirement policy for directors
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Significant stock ownership guidelines for directors (5x annual cash retainer)
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Policy of no hedging, pledging, or short-selling Kenvue stock for executives and directors
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8
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2025
Proxy Statement
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Proxy Statement Summary
Kenvue’s executive compensation program is designed to align behaviors with short- and long-term financial and operational
results that drive long-term shareholder value. Our programs are built on the following principles:
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Incentivize executives to achieve our strategic and financial objectives;
•
Design incentive programs to hold executives accountable for impact and align our executives' financial interests with our
shareholders' long-term interests; and
•
Provide competitive compensation considering Kenvue's talent strategy, performance, and external talent landscape.
O
ur
2024
annual incentive plan for executive officers was based
70%
on company performance and
30%
on individual
performance, with the following performance measures used to evaluate company performance:
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Measure
(1)
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Weighting
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How it aligns with our strategic priorities
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Organic net sales
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Incentivizes the delivery of top-line growth, which is a key driver
of value creation in the consumer staples industry
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Adjusted gross profit margin
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Incentivizes margin-accretive top-line growth
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Adjusted net income
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Incentivizes profit generation in support of robust free cash flow
generation
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Free cash flow
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Incentivizes robust free cash flow generation to enable execution
of Kenvue's capital allocation strategy
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(1)
These are non-GAAP financial measures. For purposes of measuring incentive performance, these measures exclude certain items affecting
comparability, including the impact of changes in foreign currency exchange rates, acquisitions and divestitures, and other corporate
adjustments.
See the Appendix for definitions of non-GAAP financial measures and a reconciliation of such measures to the most directly
comparable GAAP measures.
The annual long-term incentive awards granted to our executive officers in
2024
consisted of
50%
Performance Share Units
("PSUs"),
30%
options and
20%
Restricted Share Units ("RSUs"). PSUs will vest following the end of the
three
-year performance
period, subject to continued service and achievement with respect to the following performance measures:
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PSU Performance Measure
(1)
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Weighting
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How it aligns with our strategic priorities
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Organic net sales
(2)
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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
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Adjusted diluted EPS
(2)
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Incentivizes profit generation in support of robust free cash flow
generation
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Relative Total Shareholder
Return
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Modifier
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Incentivizes market-leading long-term value creation, above that
of our performance peers
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(1)
Organic net sales and Adjusted diluted EPS are non-GAAP financial measures. For purposes of measuring incentive performance, these
measures exclude certain items affecting comparability, including the impact of changes in foreign currency exchange rates, acquisitions and
divestitures, and other corporate adjustments.
See the Appendix for definitions of non-GAAP financial measures and a reconciliation of such
measures to the most directly comparable GAAP measures.
(2)
Measured as a compound annual growth rate (“CAGR”).
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2025
Proxy Statement
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9
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Proxy Statement Summary
We are committed to fostering ongoing, open and constructive communication with our shareholders. We actively seek input and
feedback from our shareholders throughout the year on corporate governance, executive compensation, sustainability and other
matters. As part of our off-season shareholder engagement efforts, we reached out to our largest institutional holders, representing
approximately
50%
of our common stock outstanding, and held discussions with all shareholders who accepted our offer of a
meeting, representing approximately
43%
of our common stock outstanding. Members of our Board and management team
participated in these discussions.
We reached out to our largest institutional holders,
representing approximately
50%
of our common
stock outstanding.
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We held discussions with shareholders representing
approximately
43%
of our common stock outstanding.
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10
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2025
Proxy Statement
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Proposal
1
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Election of Directors
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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.
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The Board of Directors unanimously recommends that shareholders vote FOR each
director nominee.
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2025
Proxy Statement
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11
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Proposal 1 - Election of Directors
Director Nomination Process
The Nominating, Governance Sustainability Committee is responsible for recommending qualified candidates for nomination by
the full Board, consistent with the criteria approved by the Board and set forth in our Principles of Corporate Governance. The
Nominating, Governance Sustainability Committee regularly, and at least annually, evaluates the composition of our Board to
determine the current and future skills and experiences needed to effectively oversee the Company and its strategic direction.
The Board and Nominating, Governance Sustainability Committee believe that all directors should display the attributes
necessary to be effective directors: the highest ethical character, executive leadership experience, sound judgment, the time
necessary to discharge their duties, and a commitment to enhancing long-term shareholder value. In evaluating director candidates
and considering incumbent directors for nomination to the Board, the Nominating, Governance Sustainability Committee
considers each nominee’s independence and professional accomplishments, striving to ensure the Board reflects differences
in experiences, backgrounds, skills, and other characteristics relevant to the Company’s strategic priorities and the scope
of the Company’s business. These criteria are articulated in the Principles of Corporate Governance available at
investors.kenvue.com/governance
. For incumbent directors, the Nominating Governance Sustainability Committee
also considers each director’s historic overall contributions to the Board, including level of attendance, level of participation,
and contributions to the Board’s responsibilities. See below under the sections titled “Board Skills Experience” and
“Director Nominees” for more details regarding how each of the current nominees contributes to the mix of experience
and qualifications on our Board.
In identifying prospective director candidates to serve on the Board, the Nominating, Governance Sustainability Committee
considers suggestions from many sources, including shareholders. All recommendations, together with appropriate biographical
information, should be submitted to the Office of the Corporate Secretary at our principal office address as set forth in the section
“Communications with our Board” below. Candidates suggested by shareholders are evaluated by the Nominating, Governance
Sustainability Committee in the same manner as other potential candidates.
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Source candidate pool from
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1
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•
Board members
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•
Management
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•
Shareholders
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•
Third-party search firm
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In-depth review by the Nominating, Governance Sustainability Committee guided by criteria
in Principles of Corporate Governance
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|||||||||||||
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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
|
|
Proposal 1 - Election of
Directors
B
oard
Skills Matrix
Our Board believes that a well-rounded Board with a variety of skills, experiences, backgrounds, and other unique characteristics,
is essential for effective Board oversight and for driving long-term value for our shareholders. Collectively, our Board has deep
knowledge of the consumer and retail industries, executive leadership and public company board experience, and a broad range of
skills, including global operations, finance, and brand marketing. The following chart, along with our director biographies, highlight
the key backgrounds, experiences and skills represented by our Board, collectively, and by each director nominee, individually.
These attributes have been specifically identified by the Nominating, Governance Sustainability Committee as being important in
creating a well-rounded Board.
The absence of a reference to a specific skill for an individual director nominee does not mean that
the director nominee does not possess that skill.
|
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
|
Proposal 1 - Election of Directors
Skills Experiences Definitions
|
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
|
|
Proposal 1 - Election of
Directors
Director Nominees
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
|
Proposal 1 - Election of Directors
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 Ap
paro’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
|
|
Proposal 1 - Election of
Directors
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
|
Proposal 1 - Election of Directors
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
|
|
Proposal 1 - Election of
Directors
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, RD, 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
|
Proposal 1 - Election of Directors
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
|
|
Proposal 1 - Election of
Directors
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
|
||
|
|
2025
Proxy Statement
|
21
|
Proposal 1 - Election of Directors
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
|
||
|
22
|
2025
Proxy Statement
|
|
Proposal 1 - Election of
Directors
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
|
||
|
|
2025
Proxy Statement
|
23
|
Proposal 1 - Election of Directors
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
|
|
|
Digital
Technology
|
|
Global
International
|
|
Human Capital
Management
Sustainability
|
||
|
24
|
2025
Proxy Statement
|
|
Proposal 1 - Election of
Directors
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
|
|||||||
|
|
Executive Leadership
Strategy
|
|
Corporate Governance
|
|
Digital
Technology
|
|
Finance
|
|
|
Global
International
|
|
Gov’t, Regulatory
Public Policy
|
|
Risk Management
Cybersecurity
|
||
|
|
2025
Proxy Statement
|
25
|
Proposal 1 - Election of Directors
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
|
|
Proposal 1 - Election of
Directors
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
|
||
|
|
2025
Proxy Statement
|
27
|
Corporate Governance
Board Culture Governance Practices
As the Board was formed in
May 2023
in connection with our initial public offering, our directors, guided by Kenvue’s Purpose and
Values, aligned on our Board’s core purpose — to unleash short- and long-term value creation for Kenvue and all its stakeholders
— and adopted a Board Culture Charter to define the role of our directors, the strategic priorities of the Board, operating norms for
the Board and management, and general rules of engagement, in each case thoughtfully designed to further that core purpose.
The Board Culture Charter was developed in collaboration with management, with input gathered from each individual director
and from the Board as a whole. The Board Culture Charter helped our Board quickly establish a culture of open dialogue,
enable effective information flow, and facilitate communication and constructive feedback among the members of the Board
and management.
Additionally, 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 framework for the
Board’s corporate governance practices. These governance documents are available on our website at
investors.kenvue.com/governance
. The Principles of Corporate Governance cover a wide range of topics, including the
duties and responsibilities of the Board; director qualifications; resignation and mandatory retirement policies; director
compensation; share ownership guidelines; succession planning; evaluation of the CEO; director orientation and continuing
education; Board and Committee performance evaluations; and Chair succession planning. The Principles of Corporate
Governance are reviewed annually by the Nominating Governance Sustainability Committee to ensure that our governance
practices remain appropriate and continue to meet the needs of Kenvue and our shareholders.
Our Board is steadfast in its belief that the ethical character, integrity, and values of our directors and senior management remain
the most important safeguards to corporate governance. The Board has adopted a robust Code of Business Conduct Ethics for
Board members and executive officers, which is available on our website at
investors.kenvue.com/governance
. This
commitment to ethics and integrity is also reflected in Kenvue’s Purpose and Values.
Our Kenvue Purpose
|
Realize the extraordinary power of everyday care
|
Our Kenvue Values
|
|
|
|
|||
|
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.
|
|||
|
28
|
2025
Proxy Statement
|
|
Corporate Governance
|
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
|
Corporate Governance
Director Independence
Our Board assesses the independence of each director at least annually and has determined that all directors, with the exception
of Mr. Mongon, qualify as “independent” in accordance with the listing standards of
the New York Stock Exchange (“NYSE”)
and
the heightened requirements under our “Standards of Independence” in our Principles of Corporate Governance. To be considered
independent, the Board must determine that a director meets the independence requirements of the NYSE, does not have any
appearance of a conflict, and does not have any direct or indirect material relationship with Kenvue.
Highlights of our Board’s independence include:
|
•
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
|
||||
Mr. Mongon is not independent because he serves as our Chief Executive Officer. Peter Fasolo and Joseph Wolk, former directors
who resigned from our Board in December 2024, were not independent in light of their relationships to our former parent, JJ.
On March 5, 2025, we entered into the Cooperation Agreement with Starboard. The Cooperation Agreement is described in
“Proposal 1 - Election of Directors” on page
10
. One of our directors, Mr. Smith, is a Managing Member and the Chief Executive
Officer and Chief Investment Officer of Starboard. Our Board agreed that, pursuant to the Cooperation Agreement, it would include
Ms. Hofstetter, Ms. Mann and Mr. Smith in our slate of recommended director nominees standing for election at the Annual
Meeting. Based on the Nominating, Governance Sustainability Committee’s recommendation and its own review, our Board
determined that each of Ms. Hofstetter, Ms. Mann and Mr. Smith is an independent director under the listing standards of the
NYSE
and our “Standards of Independence” in our Principles of Corporate Governance, notwithstanding the Cooperation Agreement.
In making these determinations, our Board considered the current and prior relationships that each non-employee director has with
our Company and with JJ and all other facts and circumstances our Board deemed relevant, including those relationships
described under the section titled “Certain Relationships and Related Person Transactions”.
Board Meeting Attendance
The Board held fourteen meetings in
2024
. Each director attended at least 75% of the aggregate of the total number of
2024
meetings of the Board and of each Committee on which he or she served. All directors attended our
2024
Annual Meeting of
Shareholders. All director nominees are required to attend our Annual Meeting, absent extenuating circumstances.
|
30
|
2025
Proxy Statement
|
|
Corporate Governance
C
ommittees of the Board
The Board has a standing Audit Committee, Compensation Human Capital Committee, and Nominating, Governance
Sustainability Committee. The Board has adopted a written charter for each Committee and these charters are available on
Kenvue’s website at
investors.kenvue.com/governance
.
Although the Board historically appointed an Executive Committee as a standing committee, Kenvue has not found it necessary to
convene any meetings of the Executive Committee over the past year, preferring to engage the entire
Board
in actions appropriate
for Board consideration and action. Accordingly, in March 2025, the Executive Committee was eliminated by the Board as a
standing committee of Kenvue.
|
Audit Committee
Vasant Prabhu (Chair)
Richard E. Allison, Jr.
Tamara S. Franklin
1
Seemantini Godbole
Sarah Hofstetter
2
Kathleen M. Pawlus
3
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.
|
||
(1)
This director is not a director nominee and her term will expire at the Annual Meeting.
(2)
This director joined the Audit Committee in March 2025.
(3)
This director joined the Audit Committee in August 2024.
|
|
2025
Proxy Statement
|
31
|
Corporate Governance
|
Compensation
Human Capital
Committee
Betsy D. Holden (Chair)
Richard E. Allison, Jr.
Larry J. Merlo
Kirk L. Perry
1
Jeffrey C. Smith
2
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.
|
||
(1)
This director joined the Compensation Human Capital Committee in December 2024.
(2)
This director joined the Compensation Human Capital Committee in March 2025.
|
32
|
2025
Proxy Statement
|
|
Corporate Governance
|
Nominating,
Governance
Sustainability
Committee
Melanie L. Healey (Chair)
Tamara S. Franklin
1
Seemantini Godbole
Erica L. Mann
2
Larry J. Merlo
Kirk L. Perry
2
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.
|
||
(1)
This director is not a director nominee and her term will expire at the Annual Meeting.
(2)
This director joined the Nominating, Governance Sustainability Committee in March 2025.
|
|
2025
Proxy Statement
|
33
|
Corporate Governance
Board and Committee Evaluations
Our Board, Audit Committee, Compensation Human Capital Committee, and Nominating, Governance Sustainability
Committee conduct self-evaluations annually to help ensure effective performance and to identify opportunities for improvement. As
described in more detail above in “Board Culture Governance Practices”, our Board has developed and adopted a framework for
board operations, our Board Culture Charter, which helps inform our Board and Committee evaluations. The evaluations are
intended to facilitate an examination and discussion by the entire Board and each Committee of its effectiveness as a group in
fulfilling its requirements and other responsibilities and to assess if the Board and Committees are living into the values and
principles of our Board Culture Charter. The Nominating, Governance Sustainability Committee is responsible for developing and
overseeing the process for conducting evaluations.
We conducted our
2024
annual Board and Committee evaluations, as follows:
|
1
|
Scope and format of evaluations
|
As a first step, the Nominating, Governance Sustainability Committee developed our evaluation process, including the
questionnaires used by the Board and each Committee. The Nominating, Governance Sustainability Committee recommended to
the Board, and the Board approved, the
2024
Board and Committee self-evaluation process.
|
2
|
Self-evaluation
|
Once the format and content of the evaluation was approved, the self-evaluations were conducted under the oversight of the
Nominating, Governance Sustainability Committee, and for each Committee, led by the respective Committee Chair. As part of
the evaluation, each director received questionnaires related to the full Board and their relevant Committees that asked them to
consider various topics related to Board and Committee effectiveness and responsibilities, as well as satisfaction with the schedule,
agendas, materials and discussion topics. Each director prepared responses to the questionnaires for discussion.
|
3
|
Review sessions
|
The directors discussed their responses to the questionnaires in one-on-one private sessions with the Board Chair, in executive
sessions of each Committee, as well as in an executive session of the full Board. Directors discussed areas of strength and
opportunities, with a view towards taking action to address any issues presented.
|
4
|
Ongoing Board feedback
|
In addition to the annual self-evaluations, the Board evaluates its oversight of our business on an ongoing basis, and, in
accordance with our Board Culture Charter, regularly provides feedback to management. During executive sessions, the
independent directors raise and consider agenda topics that they believe deserve additional focus and topics to be addressed in
future meetings. The Chair provides feedback to the CEO after each executive session of independent directors to effectuate the
decisions and recommendations of the independent directors.
The Nominating, Governance Sustainability Committee will continue to refine and oversee our processes for Board and
Committee self-evaluations annually and as appropriate.
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Proxy Statement
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|
Corporate Governance
Board Oversight Responsibilities
Oversight of Strategy
Overseeing the Company’s short- and long-term corporate strategy is one of the Board’s primary areas of focus. Our directors’
expertise in strategy development and significant experience in the consumer packaged goods and retail industries are critical to
the effective evaluation and oversight of our company strategy. The Board has developed robust practices to execute its
oversight responsibilities:
•
At the beginning of each fiscal year, the Board conducts an extensive review of the Company's annual and long-term strategic
plans, financial targets, and plans for achieving those targets. Over the course of the year, the Board receives regular updates
on the Company’s financial performance against the financial targets and its progress towards its strategic objectives.
•
Board meeting agendas throughout the year include significant time allocated to review and discuss our long-term strategy,
including risks, market trends, and key areas of opportunity. These discussions help the Board ensure that we are making
progress toward our long-term strategic goals and gives the Board the opportunity to provide thoughtful and candid feedback
about our strategic direction.
•
The Board reviews and provides thoughtful insights on our capital allocation strategy, including any capital returns to
shareholders through dividends or share repurchase plans and any significant capital investments.
•
Independent directors hold regularly scheduled executive sessions without management present to discuss Company
performance and review long-term strategy. These meetings are led by the independent Chair of the Board.
•
The Board considers feedback from our shareholders to ensure that our short- and long-term strategies are appropriately
designed to promote sustainable, profitable growth.
•
The Board consults with external advisors to understand outside perspectives on the risks and opportunities facing
our Company.
Oversight of Risk Management
The Board recognizes that sound risk management is integral to the achievement of our strategic objectives. The Board is
responsible for the oversight of enterprise-level risk management and for ensuring that management has processes in place to
appropriately identify and manage risk. The Board exercises its risk oversight throughout the year, both at the full-Board level and
through its Committees, which are comprised solely of independent directors. While the Board and its Committees oversee key risk
areas, management is charged with the day-to-day management of risk.
We have developed internal processes that facilitate the identification and management of risks and regular communication
with the Board. These processes include a robust enterprise risk management (“ERM”) framework that is designed to identify,
assess and monitor risks that may have a significant impact on our business. The ERM framework informs our strategic planning
activities through a collaborative risk management environment that proactively identifies and prioritizes our strategic,
preventable, and external risks (including new or changing regulations). The ERM framework enables a clear understanding of
the top risks and the exposure they have to our performance and strategic decisions. The ERM framework is reviewed annually
as part of a risk assessment that is presented to our Board. The ERM framework is available on our website at
investors.kenvue.com/governance
.
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Proxy Statement
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35
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Corporate Governance
Our ERM framework describes the roles and responsibilities of the Integrated Risk Management Council, a cross-functional group
of senior enterprise risk leaders, which meets regularly to review and discuss significant risk facing our business. Our Integrated
Risk Management Council proactively identifies, assesses and prioritizes key or emerging risks, which are then escalated to senior
management as needed and reported to the relevant Committee or our
Board. Our approach to risk management is integrated
across all levels of the organization as follows:
|
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.
|
||||||
|
||||||
|
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
|
||||
|
|
||||||
|
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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Proxy Statement
|
|
Corporate Governance
Oversight of Cybersecurity
Given the importance of cybersecurity to our business and our stakeholders, our Board and Nominating, Governance
Sustainability Committee are actively engaged in the oversight of our cybersecurity program. Our process for assessing,
identifying, and managing material risks from cybersecurity threats is integrated into our broader ERM framework. The ERM
framework is reviewed annually as part of a risk assessment that is presented to our Board. Our cybersecurity organization
continually evaluates and addresses cybersecurity risk in alignment with our business objectives to address the evolving regulatory
landscape and emerging risks, including those resulting from geopolitical shifts and technological innovations such as the growth of
cloud technologies and artificial intelligence. Our cybersecurity organization employs automation, and engages our internal audit
function and a range of external consultants and other expert third parties in connection with the evaluation and management of
cybersecurity risk and the maturation of our cybersecurity program.
The Nominating, Governance Sustainability Committee is responsible for assisting the Board with respect to oversight of privacy
and cybersecurity risks.
The Nominating, Governance Sustainability Committee receives reports from, and meets at least twice a
year and as needed with, the Chief Information Security Officer (“CISO”) and the Chief Privacy Officer. The CISO and Chief Privacy
Officer inform the Nominating, Governance Sustainability Committee, which in turn informs our Board, of risks from cybersecurity
threats during such meetings. The Nominating, Governance Sustainability Committee reports to our full Board following each of
its regularly scheduled meetings at a minimum and reviews with our Board significant issues or concerns that arise at Nominating,
Governance Sustainability Committee meetings.
Oversight of Human Capital and Succession Planning
The Board considers effective employee recruitment, development, engagement, and succession planning to be critical to
executing our strategy and ensuring our competitive success over the long-term. The Board reviews the Company’s human capital
strategy, in support of its business strategy, at least annually and frequently discusses talent issues at its meetings.
The Compensation Human Capital Committee provides oversight on a variety of human capital management topics.
Management regularly updates the Compensation Human Capital Committee o
n key talent indicators for the overall workforce,
including recruiting, talent development, and employee engagement metrics to ensure that
Kenvue is appropriately mitigating the
risk of loss or disengagement of critical talent. The Compensation Human Capital Committee also regularly reviews employee
surveys to assess our success in developing and fostering a culture that is aligned with our Purpose and Values and focused on
driving performance, impact, and accountability. The Compensation Human Capital Committee reports to our full Board following
each of its regularly scheduled meetings and reviews with our Board significant issues or concerns that arise at Compensation
Human Capital Committee meetings.
Additionally, the Board oversees CEO succession planning. Annually, the Board reviews succession plans for the CEO including an
assessment of senior executives, their potential as successors to the CEO and any development plans for such executives. The
Board also considers succession plans for other critical senior executive roles, such as members of the Kenvue Leadership Team.
In support of our commitment to talent development, throughout the year, high-potential leaders are given exposure and visibility to
Board members through formal presentations and at informal events. This engagement gives the Board insight into the Company’s
talent pool and our leaders’ succession plans.
Oversight of our ESG Strategy
Our full Board is ultimately responsible for oversight of our ESG impacts, risks and opportunities and ensuring our ESG priorities
and commitments are integrated into the Company’s long-term strategy. On an annual basis, the full Board receives an in-depth
update on the Company’s ESG strategy, which we call our “Healthy Lives Mission”. After each regularly scheduled Committee
meeting, the Committees report to the full Board with updates on their areas of designated ESG oversight responsibilities. For
example, the Nominating, Governance and Sustainability Committee oversees and provides updates to the Board on governance,
sustainability,
nature
and human rights-related strategies and risks, and the Compensation Human Capital Committee oversees
and provides updates to the Board on human capital management strategies and risks.
|
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Proxy Statement
|
37
|
Corporate Governance
Additionally, we have established a cross-functional ESG Steering Committee, which is comprised of functional subject matter
experts and leaders across our organization that meet regularly to help us effectively execute against our ESG priorities. The ESG
Steering Committee tracks our key initiatives and reports our progress regularly to the Kenvue Leadership Team. Twice a year, we
share our progress with the Nominating, Governance Sustainability Committee. The Nominating, Governance Sustainability
Committee also discusses with management any significant reports or public statements relating to sustainability or ESG matters.
Shareholder Engagement
We are committed to fostering ongoing, open, and constructive communication with our shareholders. As part of our off-season
shareholder engagement efforts, in 2024 we reached out to our largest institutional
holders, representing approximately
50%
of our
common stock outstanding, and held discussions with all shareholders who accepted our offer of a meeting, representing
approximately
43%
of our common stock outstanding.
Members of our Board and senior company leaders participated in these engagements. In these discussions, we received valuable
insights and feedback, which were relayed to the Board and relevant Committees and helped inform their discussions.
Key themes discussed with our shareholders included:
|
•
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
|
||||
We maintain a year-round shareholder engagement program under the Board’s oversight to further enhance and
deepen our
relationship with our shareholders.
|
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
|
||
|
38
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2025
Proxy Statement
|
|
Corporate Governance
O
ther Governance Policies
Director Onboarding and Continuing Director Education
The Board considers it important that all directors be well informed about the Company and the Company’s industry, as well as
about relevant legal, regulatory and governance matters. Following appointment to the Board, we provide multiple new director
orientation sessions to facilitate a seamless onboarding experience and to educate the new director about our business, strategy,
risks, and key policies, as well as
legal, compliance, and regulatory matters
. The onboarding process includes a combination of
written materials, presentations, and meetings with members of the Board and management, resulting in a highly interactive
process.
Additionally, the Company reimburses directors for reasonable amounts incurred to join professional organizations for public
company directors, to attend director or governance conferences or programs, or to pursue other opportunities for
director education. The Nominating, Governance Sustainability Committee also reviews and recommends, as appropriate,
director orientation and continuing education programs for members of the Board.
Overboarding Policy
Our overboarding policy establishes that a director who serves as a chief executive officer (or other executive officer) should not
serve on more than one outside public company board (other than their home board), including Kenvue, without the prior approval
of the Board. Other directors should not serve on more than four public company boards (including the Kenvue Board) without the
prior approval of the Board.
Term Limits and Mandatory Retirement
We do not believe that our directors should be subject to term limits. Due to the complexity of the business of the Company, we
value the increasing insight which a director is able to develop over a period of time. However, renomination to the Board is based
on an assessment of each director’s performance and contribution and is not automatic.
The Board has set a mandatory retirement age of 75 for directors. The Board may approve a waiver to this mandatory retirement
age if it deems such waiver to be in the best interests of the Company.
Communications with our Board
Shareholders or other interested parties may contact our Board or one or more of our directors with issues or questions about
Kenvue by mailing correspondence to our Corporate Secretary at our
Summit headquarters at 1 Kenvue Way, Summit, New Jersey
07901
or by sending an email to
chair@kenvue.com
. The Corporate Secretary will review incoming communications directed to
our Board and, if appropriate, will forward such communications to the appropriate member(s) of our Board or, if none is specified,
to our Board Chair. We will generally not forward a communication that is primarily commercial in nature, is improper, profane or
offensive, or is a request for general information about Kenvue.
|
|
2025
Proxy Statement
|
39
|
Director Compensation
We provide competitive compensation to our non-employee directors that enables us to attract and retain high quality directors and
fosters their ownership of Kenvue equity, which further aligns their interests with those of our shareholders. Our Compensation
Human Capital Committee annually reviews compensation levels for non-employee directors, informed by a summary of director
compensation trends and a competitive analysis of peer company director compensation levels and practices, prepared by its
independent compensation consultant. The Compensation Human Capital Committee makes recommendations to the Board on
the compensation of non-employee directors.
Our
2024
non-employee director compensation program consisted of the following:
•
an annual cash retainer for each non-employee director of $100,000;
•
an annual grant of deferred stock units (“DSUs”) for each non-employee director with a grant value of $180,000 (rounded down
to the nearest whole DSU);
•
an additional annual cash retainer for the chairs of the Audit, Compensation Human Capital and Nominating, Governance
Sustainability Committees of $30,000, $25,000 and $25,000, respectively; and
•
an additional annual retainer for the non-executive Chair of the Kenvue Board of $200,000, paid 50% in cash and 50% in
additional DSUs.
Cash retainers are paid in equal quarterly installments and DSUs are generally granted on the date of our annual shareholder
meeting. Non-employee directors are also permitted to elect to convert their cash retainers into additional DSUs.
DSUs immediately vest upon grant and will generally be payable in Kenvue shares following the time the non-employee director
departs the Board. Non-employee directors who join the Board between annual meetings will have their annual cash retainers and
DSU grant for the term prorated.
Directors who are also employees of Kenvue or any of Kenvue’s subsidiaries or affiliates do not receive any additional
compensation for their service as directors.
DSUs are administered under the Kenvue Inc. Amended and Restated Deferred Fee Plan for Directors (the “Deferred Fee Plan”),
which generally provides under the terms described above, that dividend equivalents will be credited to DSUs in the form of
additional DSUs and that directors may elect to receive payment in respect of DSUs in a lump sum or in five or ten annual
installments following their departure from the Board.
|
40
|
2025
Proxy Statement
|
|
Director Compensation
2024
Director
Compensation
Table
|
Name
|
Fees Earned or Paid in
|
All Other
Compensation ($)
|
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
|
(1)
Includes annual retainer for each director and additional retainers for directors who serve as the independent Chair or as the chair of
a Committee.
(2)
I
ncludes the grant date fair value of 9,259 DSUs granted to each director (except for Ms. Pawlus and Mr. Perry) as their annual award. Includes
the grant date fair value of 6,424 DSUs granted to Ms. Pawlus and 3,516 DSUs granted to Mr. Perry as their annual awards. Ms. Pawlus and
Mr. Perry joined our Board effective August 15, 2024, and December 1, 2024, respectively, and their annual awards were prorated based on the
number of days that each director will serve on our Board before our Annual Meeting. For Mr. Merlo, includes the grant date fair value of an
additional 5,144 DSUs, granted for his service as independent Chair. Grant date fair value was calculated in accordance with Financial
Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The number of DSUs granted was
calculated based on Kenvue’s closing stock price on the date of grant.
(3)
This director elected to receive additional DSUs in lieu of cash.
(4)
Mr. Fasolo and Mr. Wolk resigned from our Board effective as of December 1, 2024.
|
|
2025
Proxy Statement
|
41
|
Director Compensation
2024
Deferred Compensation
Balances
As of
December 29, 2024
, the aggregate number of DSUs held in each non-employee Director’s Deferred Fee Account, including
mandatory deferrals, any elective fee deferrals, and accrued dividend equivalents, was as follows:
|
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
|
Stock Ownership Guidelines
The Board has implemented stock ownership guidelines pursuant to which each non-employee director must hold shares of
Kenvue common stock or its economic equivalent (including DSUs) with a market value of at least five times the annual cash
retainer (or $500,000). In accordance with Kenvue’s Deferred Fee Plan, all DSUs must be retained until the individual’s departure
from the Board. With respect to any shares acquired by a non-employee director outside of the Deferred Fee Plan, the
non-employee director must hold such shares until the stock ownership requirement is met. As of December 29, 2024, all directors
were in compliance with our stock ownership guidelines.
The Compensation Human Capital Committee will review Kenvue’s non-employee director compensation program and stock
ownership guidelines annually.
Policy Against Hedging,
Pledging and Short-Selling
In accordance with our Insider Trading Policy (as defined below), directors of Kenvue are prohibited from pledging, entering into
hedging arrangements, short-selling or transacting in derivative instruments linked to the performance of Kenvue securities.
I
nsider Trading Policy
We have adopted a Stock Trading Policy for Directors,
Executive Officers and Insiders
(the “Insider Trading Policy”) governing the
purchase, sale, and other dispositions of our securities by directors, officers, and employees, or Kenvue itself, that is reasonably
designed to promote compliance with insider trading laws, rules and regulations, and any applicable listing standards. The
foregoing summary of our Insider Trading Policy does not purport to be complete and is qualified by reference to the full text of
such policy, a copy of which is filed with the Company’s Annual Report on Form 10-K for the year ended December 29, 2024 as
Exhibit 19.
|
42
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2025
Proxy Statement
|
|
Executive Officers
The following table sets forth the name, age and position of the individuals who serve as our executive officers, followed by a
biography of each executive officer.
|
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
|
Thibaut Mongon
The biography of Mr. Mongon is set forth under the section “Director Nominees”.
Luani Alvarado
has served as Chief People Officer of Kenvue and as a member of the Kenvue Leadership Team since May 2023.
Ms. Alvarado previously served as Global Leader, Human Resources, Consumer Health at Johnson Johnson, where she was a
member of the Consumer Health Leadership Team and the Human Resources Executive Committee. Ms. Alvarado joined Johnson
Johnson in 2005 and held various human resources leadership positions during her tenure. Prior to joining the Consumer Health
sector, she served as Global Head of HR for Johnson Johnson External Innovation, Global Head of HR for Medical Devices,
Global Head of HR for Orthopaedics, Johnson Johnson Chief Talent Officer and Global Head of HR for Ethicon. Prior to joining
Johnson Johnson, Ms. Alvarado worked in human resources at Bristol-Myers Squibb and Dow Chemical.
Russell Dyer
has served as Chief Corporate Affairs Officer of Kenvue and as a member of the Kenvue Leadership team since May
2024. Prior to this position, Mr. Dyer held progressive leadership positions at Mondelēz International since October 2015, most
recently serving as Senior Vice President, Chief Communications Officer and Head of Public Government Affairs. Before
Mondelēz International, Mr. Dyer served as Vice President, Corporate Affairs at Kraft Foods Group in 2015, prior to the company’s
merger with The H.J. Heinz Company, and as Director in the consumer practice at Weber Shandwick from 2006 until 2012, where
he was responsible for developing strategic public relations, social media, and integrated marketing programming for a wide range
of consumer brands and several top-tier CPG companies.
Charmaine England
has served as Chief Growth Officer of Kenvue and as a member of the Kenvue Leadership Team since
January 2024. Prior to this position, she was Area Managing Director for the United Kingdom Northern Europe at Kenvue from
May 2023. Ms. England
joined Johnson Johnson in 2019
and previously served as Area Managing Director for the United
Kingdom Northern Europe, and as Managing Director, Pacific. Ms. England brings two decades of experience as a Managing
Director and global senior executive. Prior to joining Johnson Johnson, Ms. England was the Executive General Manager –
Contract Manufacture at Pact Group Holdings and held senior roles at Unilever and Lion (Kirin).
Carlton Lawson
has served as Group President, Europe, Middle East and Africa Latin America of Kenvue since January 2024
and as a member of the Kenvue Leadership Team since May 2023. Prior to this position, he was Group President, Europe, Middle
East and Africa at Kenvue from May 2023. Mr. Lawson previously served as Company Group Chairman, Europe, Middle East and
Africa, Consumer Health at Johnson Johnson, where he was a member of the Consumer Health Leadership Team. Mr. Lawson
rejoined Johnson Johnson in 2019 as the Area Managing Director, Northern Europe, Consumer Health, after having worked in
the Consumer Health sector at Johnson Johnson earlier in his career. Prior to rejoining Johnson Johnson, Mr. Lawson served
as Head of Global Categories and as Area Managing Director, Northern Europe, both at GSK Consumer Health, and as Marketing
Director for Pfizer’s Consumer Healthcare business in the United Kingdom and Ireland. Mr. Lawson started his career in Warner
Lambert’s Consumer Healthcare division.
|
|
2025
Proxy Statement
|
43
|
Executive Officers
Jan Meurer
has served as Group President, North America of Kenvue since January 2024 and as a member of the Kenvue
Leadership Team since May 2023. Prior to this position, he was Chief Growth Officer of Kenvue from May 2023. Mr. Meurer
previously served as Global Head of Strategy, Consumer Health at Johnson Johnson, where he was a member of the Consumer
Health Leadership Team. Mr. Meurer joined Johnson Johnson in 2015 and previously served as President, Johnson Johnson
Southeast Asia and as Area Managing Director Central Europe, Consumer Health. Prior to joining Johnson Johnson in 2015, Mr.
Meurer held senior positions at Procter Gamble, PGT Healthcare
and Siemens Technologies. Mr. Meurer served on the board of
directors of the US-ASEAN Business Council; the Global Self-Care Federation; the Association of the European Self-Care Industry;
the German Cosmetic, Toiletry, Perfumery and Detergent Association; and the German Brands Association.
Matthew Orlando
has served as General Counsel of Kenvue and as a member of the Kenvue Leadership Team since May 2023.
Mr. Orlando previously served as General Counsel, Consumer Health at Johnson Johnson, where he was a member of the
Consumer Health Leadership Team, the Law Department Executive Committee and the General Counsel Global Functions
Leadership Team. Mr. Orlando joined Johnson Johnson in 2007 and previously served as Corporate Secretary and Worldwide
Vice President, Corporate Governance and has held a variety of legal leadership positions, including serving as General Counsel,
Global Consumer Medical Devices and as a member of the Law Department Management Committee. Prior to joining Johnson
Johnson in 2007, Mr. Orlando worked for UCB in Brussels as well as law firms in Australia.
Paul Ruh
has served as Chief Financial Officer of Kenvue and as a member of the Kenvue Leadership Team since May 2023. Mr.
Ruh joined Johnson Johnson in 2017 and previously served as Chief Financial Officer, Consumer Health, where he was a
member of the Consumer Health Leadership Team. Prior to joining Johnson Johnson in 2017, Mr. Ruh worked at PepsiCo, where
he started as Director of Strategy and Planning and proceeded to hold several financial leadership positions, including CFO of Latin
America, CFO of Pepsi Beverages America and CFO of PepsiCo Foodservice. Prior to joining PepsiCo, Mr. Ruh worked at
McKinsey Company as a member of the Corporate Finance Practice in Mexico City and Santiago de Chile and as a manager at
Procter Gamble in Financial Analysis, Product Supply Finance and Treasury in Mexico City.
Meredith (Meri) Stevens
has served as Chief Operations Officer of Kenvue and as a member of the Kenvue Leadership Team
since May 2023. Ms. Stevens joined Johnson Johnson in 2015 and previously served as Worldwide Vice President, Consumer
Health Supply Chain and Delivery and as a member of the Consumer Health Leadership Team. Ms. Stevens previously led Supply
Chain Strategy and Deployment at Johnson Johnson. Prior to joining Johnson Johnson in 2015, Ms. Stevens served as Chief
Supply Chain Officer at Newell Rubbermaid and held operations and procurement leadership positions at Tyco, Bertelsmann, Knoll
and General Electric. Ms. Stevens currently serves on the Advisory Board of the Smithsonian Science Education Center.
Bernardo Tavares
has served as Chief Technology Data Officer of Kenvue and as a member of the Kenvue Leadership Team
since May 2023. Mr. Tavares joined Johnson Johnson in 2012 and previously served as Chief Information Officer, Consumer
Health and was a member of the Consumer Health Leadership Team and the Technology Leadership Team. Mr. Tavares previously
led the Consumer Health IT organization in Latin America and the Consumer Health and Consumer Medical Devices IT Portfolio
and Project Office worldwide at Johnson Johnson. Prior to joining Johnson Johnson in 2012, Mr. Tavares held several IT
leadership positions at Unilever and IBM. Mr. Tavares is currently a Data Research Advisory Board member for MIT Center for
Information Systems Research and a member of the Hispanic Information Technology Executive Council.
Caroline Tillett
has served as Chief Scientific Officer of Kenvue and as a member of the Kenvue Leadership Team since May
2023. Dr. Tillett joined Johnson Johnson in 2019 and previously served as Global Head, RD, Consumer Health. Prior to joining
Johnson Johnson in 2019, Dr. Tillett served as Vice President of Consumer RD at GSK and held leading roles in the formation
of consumer health joint ventures between GSK and Novartis, and GSK and Pfizer.
Ellie Bing Xie
has served as Group President, Asia Pacific of Kenvue and as a member of the Kenvue Leadership Team since
May 2023. Ms. Xie previously served as Company Group Chairman, Asia Pacific, Consumer Health at Johnson Johnson, where
she was a member of the Consumer Health Leadership Team. Ms. Xie joined Johnson Johnson in 2015 as President, Consumer
Health China and has more than 20 years of experience in areas such as brand management, market operation development,
talent development, profit and loss responsibilities, and general management. Prior to joining Johnson Johnson, Ms. Xie worked
at Kellogg Company, Eastman Kodak, Gillette and Procter Gamble.
|
44
|
2025
Proxy Statement
|
|
Executive Compensation
|
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
|
Executive Compensation
Compensation Discussion Analysis
Introduction
This Compensation Discussion Analysis is intended to provide our shareholders with an understanding of our compensation
philosophy and design and the decisions made with respect to the
2024
compensation of our named executive officers (our
“NEOs”) as well as our other executive compensation policies and practices.
2024
Named Executive Officers
|
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
|
This Compensation Discussion Analysis is organized into five sections:
|
1.
|
2.
|
3.
|
4.
|
5.
|
||||
|
|
|
46
|
2025
Proxy Statement
|
|
Executive Compensation
Fiscal Year
2024
Performance Highlights
Fiscal year
2024
was a meaningful year for Kenvue as we strengthened our commercial and operational foundations and made
meaningful progress on our three strategic priorities—engage more consumers, free up resources to invest behind our brands, and
foster a new culture that rewards performance and impact. Since the Separation, we successfully exited over 2,000
transitional
services across more than 50 countries without disruption to our business operations. We made substantial investments in
modernizing and upgrading our infrastructure, enabling improved data capture, greater efficiencies, and more agile
decision-making.
In
2024
, Net sales performance was impacted by a slower-than-expected recovery in our Skin Health Beauty business in the
United States
, low cold, cough flu, allergy and sun seasons, and a temporary disruption in our distributor network in the Asia
Pacific region. We delivered on our EPS outlook for the year despite Net sales headwinds due to strong productivity and realization
of cost savings. We drove meaningful productivity across the organization that resulted in strong Gross profit margin performance,
which in combination with savings from Our Vue Forward, our two-year restructuring plan, fueled our investment behind our
business.
By streamlining operations and reducing costs, we freed up resources to strengthen our capabilities and invest at more
competitive levels in our brands, allowing us to engage with consumers in increasingly relevant and innovative ways.
We also
continued to deliver on our commitment to return capital to our shareholders through our quarterly dividend, which we increased by
2.5% in the third quarter of 2024.
Key highlights of our
2024
financial performance include:
|
Net sales
increased
0.1%
to
$15.5B
Organic sales
1
grew
1.5%
|
Gross profit
margin of
58.0%
Adjusted gross profit
margin
1
of
60.4%
|
Operating income
margin of
11.9%
Adjusted operating income
margin
1
of
21.5%
|
||||||
|
Net income of
$1.0B
Adjusted net income
1
of
$2.2B
|
Diluted EPS of
$0.54
Adjusted diluted EPS
1
of
$1.14
|
Net cash flows
from operating
activities of
$1.7B
Free cash flow
1
of
$1.3B
|
||||||
(1)
Organic sales, Adjusted gross profit margin,
Adjusted operating income margin,
Adjusted net income, Adjusted diluted EPS, and Free cash flow
are non-GAAP financial measures.
See the Appendix for definitions of non-GAAP financial measures and a reconciliation of such measures to
the most directly comparable GAAP measures.
|
|
2025
Proxy Statement
|
47
|
Executive Compensation
Compensation Philosophy and Design
Executive Compensation Guiding Principles
Kenvue’s executive compensation programs are designed to deliver short- and long-term financial, strategic, and operational
results that drive long-term shareholder value. Our programs are built on the following guiding principles:
•
Incentivize executives to achieve our strategic and financial objectives;
•
Hold executives accountable for impact and align our executives’ financial interests with our shareholders' long-term
interests; and
•
Provide competitive compensation considering Kenvue’s talent strategy, performance, and external talent landscape.
Executive Compensation Elements
There are three core elements to the Kenvue executive compensation program:
|
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”)
|
In addition to these core elements of compensation, executives participate in limited perquisites and standard employee benefits as
discussed in more detail below.
Peer Groups
Kenvue Compensation Peer Group
The CHCC developed and approved a Compensation Peer Group to help inform compensation levels for our executive officers,
with input from the CHCC’s independent compensation consultant. The CHCC used the following selection criteria to determine our
Compensation Peer Group, among other factors:
•
Industry:
branded consumer products;
•
Size:
generally within a range of 0.3x to 3.0x of our revenue; and
•
Geography:
U.S. publicly traded companies with global operations.
|
48
|
2025
Proxy Statement
|
|
Executive Compensation
In
2024
, the CHCC used the following 17-company Compensation Peer Group to evaluate our pay levels and pay mix to ensure
that our compensation programs remain competitive:
|
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
|
||
The CHCC also considers data from WTW's Executive Compensation Survey that is utilized by Semler Brossy in its competitive
assessment of executive officer pay levels.
For purposes of evaluating executive compensation levels for
2024
, the CHCC did not make any changes to the Compensation
Peer Group used in
2023
. Likewise, after reviewing the Compensation Peer Group and consulting with Semler Brossy, the CHCC
determined that the same Compensation Peer Group remained the appropriate peer group to use to evaluate compensation levels
for
2025
.
Kenvue Performance Peer Group
The CHCC uses a second peer group, referred to as the Performance Peer Group, to assess Kenvue’s relative Total Shareholder
Return (“TSR”), a measure applicable to PSUs, to compare Kenvue's relative performance against a broader array of consumer
companies. The Performance Peer Group is also used to compare Kenvue’s incentive metrics and goals relative to market.
In addition to the 17 companies in the Compensation Peer Group, the Performance Peer Group includes 13 additional consumer
companies that have been excluded from the Compensation Peer Group for reasons
of revenue, product mix, or their headquarters
being located outside the United States. Therefore, the Performance Peer Group includes a total of 30 companies.
|
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
|
||
|
|
2025
Proxy Statement
|
49
|
Executive Compensation
Key Executive Compensation Practices
Kenvue’s executive compensation programs include features that reinforce our guiding principles and reflect our commitment to
robust corporate governance.
|
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
|
|||||||
|
50
|
2025
Proxy Statement
|
|
Executive Compensation
2024
Named Executive Officer Compensation
2024
Pay Mix
The CHCC approved a
2024
executive compensation program for our NEOs that is heavily performance-oriented and aligned with
company performance and shareholders' interests. The target pay mixes for
2024
for the CEO and other NEOs were as follows:
CEO
Pay
Mix
Other NEO Average Pay
Mix
2024
Target Total Direct Compensation
When determining
2024
target total pay for our NEOs, the CHCC took into account market data as well as each NEO’s prior
performance, responsibilities and experience. The following table shows
2024
target total direct compensation for our NEOs as
determined by the CHCC prior to the beginning of fiscal year
2024
.
|
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
|
(1)
Mr. Lawson’s salary is denominated in Swiss Francs and is CHF
600,000
in local currency. For the purpose of establishing his variable incentive
compensation, his salary was converted into USD at the fiscal year-end exchange rate of 1.00
CHF =
1.1071
USD, which was also the
exchange rate used to reflect his salary in the above table.
|
|
2025
Proxy Statement
|
51
|
Executive Compensation
Base Salary
Based on a review of NEO target pay, taking into account market data as well as each NEO’s performance, responsibilities and
experience, the CHCC increased Mr. Ruh’s and Mr. Lawson’s
2024
base salaries e
ffective January 1, 2024
. Base salaries for all
other NEOs remained unchanged from 2023. The following table summarizes the
2024
base salary for each of our NEOs.
|
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
%
|
(1)
2024
s
alary for Mr. Lawson has been converted from CHF to USD based on the fiscal year-end exchange rate of 1 CHF to
1.1071
USD. “%
Change from 2023” reflects an increase from 559,300 CHF in 2023 to
600,000
CHF in
2024
.
Annual Incentive
2024
Annual Incentive Plan Design
The CHCC approved the below
2024
annual incentive plan design for our NEOs, informed by our business priorities and market
practices. Each NEO’s target annual incentive opportunity was based on a percentage of their base salary. Payouts under the
2024
annual incentive plan were based on actual achievement of corporate financial goals, referred to as the “Kenvue Performance
Factor” (
70%
weighting), and individual performance goals, referred to as the “Individual Compensation Factor” (
30%
weighting),
each of which are described below. Payouts under the annual incentive plan could range from
0-200% of target.
|
Annual
Incentive
|
=
|
Target
Bonus
Amount
|
X
|
[(70% x Kenvue Performance Factor)
|
+
|
(30% x Individual Compensation Factor)]
|
||
Kenvue
Performance Factor
The Kenvue Performance Factor is based on corporate financial performance and accounts for
70%
of the
2024
annual incentive
for our NEOs. The corporate performance measures and goals used to determine the Kenvue Performance Factor are aligned with
our strategic priorities and long-term shareholder value creation. Specifically, the
2024
performance measures and goals
encourage and reward profitable growth and efficient cash generation, as described below:
|
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
|
(1)
These are non-GAAP financial measures. For purposes of measuring incentive performance, these measures exclude certain items affecting
comparability, including the impact of changes in foreign currency exchange rates, acquisitions and divestitures, and other corporate
adjustments.
See the Appendix for definitions of non-GAAP financial measures and a reconciliation of such measures to the most directly
comparable GAAP measures.
|
52
|
2025
Proxy Statement
|
|
Executive Compensation
In setting the goals for these financial measures, the CHCC considered various factors, such as the guidance we provide to the
investment community, our internal business plan, and Kenvue and peer historical performance.
2024
Financial Results
Our fiscal
2024
financial results were impacted by a s
lower-than-expected recovery in our Skin Health Beauty business in the
United States, low cold, cough flu, allergy and sun seasons, and a temporary disruption in our distributor network in the Asia
Pacific region.
These headwinds negatively impacted our fiscal
2024
Organic net sales and Free cash flow results, which fell short
of our
annual incentive plan
thresholds, as well as our Adjusted net income performance, which was below our annual incentive
plan target. However, we drove meaningful productivity improvements, which resulted in above-target Adjusted gross profit margin
performance in our annual incentive plan.
The table below sets out the
2024
annual incentive plan measures, weightings and goals, and the corresponding achievements.
Adjusted net income and Free cash flow targets for
2024
were set lower than 2023 actual results because 2023 results benefited
from a number of Separation-related items, including certain non-recurring benefits, and the fact that the Company did not incur a
full-year of public company costs and interest expense. Additionally, in 2024 we introduced Our Vue Forward, our two-year
restructuring plan, and increased capital investments to exit Transition Services Agreements.
|
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%
|
|||||
(1)
These are non-GAAP financial measures. For purposes of measuring incentive performance, these measures exclude certain items affecting
comparability, including the impact of changes in foreign currency exchange rates, acquisitions and divestitures, and other corporate
adjustments.
See the Appendix for definitions of non-GAAP financial measures and a reconciliation of such measures to the most directly
comparable GAAP measures.
|
|
2025
Proxy Statement
|
53
|
Executive Compensation
Individual Compensation Factor
Individual performance accounted for
30%
of the
2024
annual incentive plan for our NEOs. Individual goals reflected each
executive’s immediate areas of accountability and impact in the context of the Company’s strategic priorities, including operational,
people-related, and, as applicable, regional financial performance goals.
The CHCC approved Individual Compensation Factors for our NEOs considering
each NEO's contribution to Kenvue’s overall
performance as compared to their goals and the achievements in
2024
, as summarized below.
|
Officer
|
Key Results
|
Individual
Compensation
Factor
|
|
Thibaut Mongon
Chief Executive Officer
|
•
Delivered Organic sales
1
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 sales
1
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 flow
1
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 flow
1
•
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%
|
|
54
|
2025
Proxy Statement
|
|
Executive Compensation
|
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 flow
1
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.
|
||
(1)
Organic sales and Free cash flow are non-GAAP financial me
asures.
See the Appendix for definitions of non-GAAP financial measures and a
reconciliation of such measures to the most directly comparable GAAP measures.
|
|
2025
Proxy Statement
|
55
|
Executive Compensation
Earned Annual Incentiv
es
Based on the performance achievements described above, the following annual incentives were earned by our NEOs for
2024
performance.
|
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%
|
||||
(1)
To determine Mr. Lawson’s target annual incentive, his salary has been converted from CHF to USD based on the fiscal year-end exchange
rate of 1 CHF to
1.1071
USD.
Long-Term Incentive Grants
Our long-term incentive plan is intended to motivate the attainment of our long-term goals and provide direct alignment to the
experience of shareholders through the link to stock price performance. In
2024
, awards were granted as a combination of PSUs,
stock options, and RSUs, which we believe balances our complementary priorities of driving financial performance, creating
shareholder value, and motivating and retaining executive officers.
The CHCC
considers
individual performance for the prior year when determining
actual
long-term incentive grants and whether
they should differ from
target
long-term incentive grants. For the March 2024 grant, Mr. Lawson received an above-target grant
based on his prior performance. All other NEOs received their LTI grants at target.
The table below shows the target and actual long-term incentive values of the March 2024 awards.
|
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
|
|
56
|
2025
Proxy Statement
|
|
Executive Compensation
2024
Long-Term Incentive Award Design
Long-term incentive awards granted to our NEOs in March
2024
consisted of
50%
PSUs,
30%
stock options, and
20%
RSUs.
Stock options and RSUs vest in equal tranches on the first, second, and third anniversaries of the grant date, subject to each
NEO’s continued service through each vesting date. PSUs vest following the
end of the three-yea
r performance perio
d on
December 31, 2026
, subject to continued service through the third anniversary of the grant date, and achievement with respect to
the following performance measures:
|
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
|
(1)
Organic net sales and Adjusted diluted earnings per share are non-GAAP financial measures. For purposes of measuring incentive
performance, these measures exclude certain items affecting comparability, including the impact of changes in foreign currency exchange
rates, acquisitions and divestitures, and other corporate adjustments.
See the Appendix for definitions of non-GAAP financial measures and a
reconciliation of such measures to the most directly comparable GAAP measures.
(2)
Measured as a compound annual growth rate (“CAGR”).
The initial payout range of the PSUs is 0% to 200% depending on the achievement of Organic net sales CAGR and Adjusted
diluted earnings per share CAGR.
The payout is then subject to a modifier based on relative TSR, as shown below.
|
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
|
The maximum payout is capped at 200% of target. Dividend equivalents accrue for PSUs and RSUs and will be reinvested in
additional PSUs and RSUs, respectively.
|
|
2025
Proxy Statement
|
57
|
Executive Compensation
Executive Compensation Decision-Making
Role of the Compensation Human Capital Committee
The CHCC assists our Board in discharging its responsibilities relating to the compensation of our executive officers and directors.
Specifically, the CHCC:
•
Sets Kenvue’s executive compensation philosophy;
•
Reviews and approves the amount of compensation, goals and objectives for our CEO, and in consultation with our CEO, for our
other executive officers;
•
Reviews succession plans and talent development relating to the positions of the CEO and other positions on the
Leadership Team;
•
Sets the composition of the Compensation Peer Group and Performance Peer Group;
•
Approves long-term incentive grants to executive officers;
•
Oversees risk management of our compensation programs, policies, and practices, including an annual review of our
programs; and
•
Oversees and periodically reviews the Company’s human capital management practices.
Role of the Independent Compensation Consultant
In
2024
, the CHCC reappointed Semler Brossy to continue to serve as its independent compensation consultant. Semler Brossy
provides services related to our executive compensation program, including reviewing and advising on:
•
Our Compensation Peer Group and our Performance Peer Group;
•
Compensation setting for our executive officers, including market benchmarking of pay levels;
•
Market competitive practices among peers and their relevance for Kenvue as they relate to incentive design and incentive goals;
•
Governance-related items, including stock ownership guidelines, compensation clawback policies, and treatment of equity upon
termination; and
•
Compensation setting for our Board, including market benchmarking of pay levels.
Semler Brossy reports directly to the CHCC. As part of the reappointment process, the CHCC reviewed the independence of
Semler Brossy under NYSE and SEC rules and concluded that Semler Brossy remains independent, and their work does not
present any conflict of interest. In reaching this conclusion, the CHCC considered factors relevant to Semler Brossy’s
independence, including the six factors set forth in the NYSE listing standards.
Role of Management
Management assists the CHCC in discharging its duties by providing information on corporate and individual performance as well
as management’s perspective on certain compensation and human capital management matters. The CHCC solicits and reviews
our CEO’s recommendations with respect to the compensation of our executive officers (other than the CEO).
Additionally, the
CHCC considers relevant market data, roles and responsibilities, and individual performance.
Our CEO recuses himself from all
discussions and recommendations regarding his own compensation and is not present when his compensation is determined by
the independent CHCC.
Role of Shareholders
We view shareholder feedback as an important part of the compensation-setting process. At our
2024
Annual Meeting of
Shareholders, our shareholders expressed strong support for our executive compensation program, with approximately 97% of
votes cast in favor of the advisory vote on the compensation of our NEOs.
|
58
|
2025
Proxy Statement
|
|
Executive Compensation
We maintain a robust year-round shareholder outreach program because we believe that it is important to proactively engage with
our shareholders throughout the year to learn their perspectives on significant issues, including executive compensation. As part of
our off-season shareholder outreach efforts, we reached out to shareholders representing over
50%
of our common stock
outstanding and held discussions with all shareholders who accepted our offer of a meeting, representing approximately
43%
of
our common stock outstanding. See above under the section titled
“Shareholder Engagement”
for additional details regarding our
shareholder outreach program.
The CHCC values the views of our shareholders as expressed through our shareholder outreach program as well as the
say-on-pay advisory vote and takes into account such feedback when setting our executive compensation program, policies and
practices. The CHCC will continue to consider shareholder feedback and the results of the say-on-pay vote when making future
compensation decisions.
Additional Compensation Policies Practices
Benefits and Perquisites
Our NEOs participate in the same employee benefits plans provided to all other non-union employees of Kenvue located in the
same country, including medical, life insurance, and retirement benefits.
We provide senior U.S. employees with the opportunity to participate in the Kenvue Excess Savings Plan, a non-qualified deferred
compensation plan designed to restore
company
contributions that otherwise would be lost because of limits in the 401(k) Plan. For
additional details see below under the section titled “—Non-qualified Deferred Compensation”.
In order to provide a competitive compensation program, ensure the health and safety of our executives and the protection of our
confidential information, and consistent with market practice, we provide certain perquisites to our executive officers related to
financial and/or tax planning, home security and/or cybersecurity and executive physicals and other healthcare-related items. In
order to ensure that the perquisites provided remained at appropriate levels, in 2024, we introduced an Executive Officer Perquisite
Policy, which caps reimbursements to executive officers for the foregoing perquisites at $25,000 annually ($50,000 for the CEO).
Mr. Mongon was also provided the use of
company cars
and executive protection for commuting and other personal transportation.
Additionally, Mr. Mongon’s spouse accompanied him to a required business event, which did not result in any incremental cost to
Kenvue. These benefits were generally provided to enhance productivity, minimize distractions, and ensure his safety.
Mr. Lawson previously relocated to Switzerland at the Company’s request, and as a result, during 2024 received an annual housing
allowance and reimbursement of other expenses incurred in connection with such relocation, including supplemental health
insurance. Mr. Lawson was also entitled to a company car in accordance with Kenvue’s policies for employees located in
Switzerland. In 2024, Mr. Lawson also received
a one-time transition allowance pursuant to an amendment to his employment
agreement which discontinued his contractual housing allowance as of January 2025.
Stock Ownership Guidelines
Kenvue has adopted stock ownership guidelines applicable to executive officers, as follows:
|
Individual Subject to Guidelines
|
Minimum Required Level of Ownership
|
|
Chief Executive Officer
|
Six times base salary
|
|
Other Executive Officers
|
Three times base salary
|
Shares that count towards satisfying the minimum required level of ownership are:
•
shares of Kenvue common stock directly owned;
•
shares of Kenvue common stock indirectly owned,
e.g.
, jointly or pursuant to a trust arrangement; and
•
unvested RSUs.
Shares that do not count towards satisfying the minimum required level of ownership are shares underlying stock options and
unvested
PSUs. An executive officer who has not yet met the minimum required level of ownership must retain 75% of the after-tax
shares received from the vesting of long-term incentives until the minimum required level of ownership is met. As of
December 29,
2024
, all NEOs were in compliance with our stock ownership guidelines.
|
|
2025
Proxy Statement
|
59
|
Executive Compensation
Compensation Clawback Policies
Kenvue maintains two compensation recoupment policies intended to encourage robust risk management and provide protections
for shareholders. The “Incentive Compensation Recovery Policy” complies with the NYSE requirements applicable to Kenvue,
while the “Compensation Recoupment Policy for Significant Misconduct” affords broader recoupment in the event of misconduct.
High-level summaries of both policies are provided below.
|
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
|
In addition, our equity award agreements provide for forfeiture and/or recoupment of all or a portion of the equity award if the
employee fails to comply with any non-competition
and/or
non-solicitation agreements with Kenvue.
Limited Employment Agreements
As is customary for all employees in Switzerland, Mr. Lawson is subject to an employment agreement that sets forth his position,
working conditions, compensation and benefits, and certain continued salary payments if Mr. Lawson is prevented from working
through no fault of his own (
e.g.
, accident or illness). None of our other executive officers is subject to an employment agreement.
Severance Arrangements
We provide an executive severance program to promote orderly succession for key roles. We also believe that the executive
severance program serves as an incentive for our executive officers to remain employed and focused on their responsibilities
during the threat or negotiation of a transaction that may involve a change of control of the Company. This helps preserve our value
and the potential benefit to be received by our shareholders in such a transaction. See additional details regarding the executive
severance program below under the section titled “Executive Compensation Tables — Potential Payments upon Termination or
Change of Control”.
|
60
|
2025
Proxy Statement
|
|
Executive Compensation
Compensation Risk Management
Kenvue is committed to effective risk management, which includes the operation of compensation programs that appropriately
balance risk and reward. This commitment is underpinned by a number of policies and practices that are intended to encourage our
executives to act like long-term shareholders. These policies and practices include robust ownership requirements, compensation
recoupment policies, robust trading prohibitions to mitigate conflicts of interest, and protection of Company interests during and
following separation of employment.
The CHCC, with the assistance of its independent consultant and management, has reviewed a risk assessment of Kenvue’s
employee compensation programs, including executive compensation programs. Based on this assessment, the CHCC believes
that Kenvue’s compensation programs are not reasonably likely to have a material adverse effect on Kenvue.
Anti-Hedging and Anti-Pledging Policies
In accordance with our Stock Trading Policy for Directors, Executive Officers and Insiders, our executive officers are prohibited
from pledging, entering into hedging arrangements, short-selling or transacting in derivative instruments linked to the performance
of Kenvue securities.
Equity Grant Process
including stock options.
Unless otherwise approved by the CHCC, annual long-term incentive awards are granted at a
new hires or special awards for recognition or retention purposes are generally made on the first trading day of the applicable
month. Additionally, equity grants to executive officers will
not
be made within four business days before or one business day after
Compensation Human Capital Committee Report
The Compensation Human Capital Committee of the Board has reviewed and discussed the Compensation Discussion
Analysis with Company management and its independent compensation consultant. Accordingly, the Committee recommended to
the Board that this Compensation Discussion Analysis be included in this proxy statement and incorporated by reference into the
Company’s Annual Report on Form 10-K for the year ended
December 29, 2024
.
Betsy D. Holden
(Chair)
Richard E. Allison, Jr.
Larry J. Merlo
Kirk L. Perry
Jeffrey C. Smith
|
|
2025
Proxy Statement
|
61
|
Executive Compensation
Executive Compensation Tables
Summary Compensation Table
The following table provides information regarding the compensation of our NEOs for fiscal years
2024
,
2023
and
2022
. Such
compensation was paid or granted by JJ prior to the completion of the Separation in August 2023 and by Kenvue after
the Separation.
|
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
|
(1)
Reflects base salaries paid during
the
applicable year.
(2)
Bonus amounts for all NEOs in
2024
reflect the second tranche of Engagement Awards, which were approved by JJ’s Compensation
Benefits Committee in connection with the Separation and earned six months after the Separation in February 2024.
(3)
Amounts reported for
2024
represent the aggregate grant date fair value of annual PSU grants and annual RSU grants awarded to our NEOs in
fiscal year
2024
. Grant date fair value is calculated in accordance with FASB ASC Topic 718. A discussion of the assumptions used in
calculating these values can be found in Note
11
to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for
the year ended
December 29, 2024
.
The values reported in the table for PSUs assume a future payout at the target level. If performance is achieved at the maximum level resulting
in maximum payout, the aggregate value of the PSU awards would be
: Mr. Mongon,
$8,867,029
; Mr. Ruh,
$1,995,966
; Mr. Lawson,
$1,995,966
;
Ms. Xie, $
1,659,157
; and Ms. Stevens,
$1,659,157
. If performance is achieved below the threshold level, the aggregate value of the PSU
awards for each of our NEOs would be zero. Amounts for 2023 also include the grant of incentive awards made in connection with
the Separation.
(4)
Amounts reported for
2024
represent the aggregate grant date fair value of annual stock option grants awarded to our NEOs in fiscal year
2024
and do not reflect the value of shares actually received or which may be received in the future with respect to such stock options. Grant date fair
value is calculated in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating these values can be found in
Note
11
to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended
December 29, 2024
.
Amounts for 2023 also include the grant of incentive awards made in connection with the Separation.
(5)
Amounts reported represent the annual cash incentive paid to our NEOs. For more information on the determination of these amounts based on
achievement of
2024
corporate and individual performance, please see the Compensation Discussion Analysis.
|
62
|
2025
Proxy Statement
|
|
Executive Compensation
(6)
Amounts reported reflect the annual increase in the present value of accrued pension benefits.
(7)
All Other Compensation includes perquisites and other personal benefits; and employer contributions to our 401(k) Savings Plan and Excess
Savings Plan, as applicable.
|
Name
|
International
Assignment
Localization
Benefits ($)
|
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
|
Details for the amounts in the International Assignment Localization Benefits and Other Benefits columns are as follows:
•
Thibaut Mongon:
$19,545
related to personal use of company car and executive protection, as well as
financial and tax services.
•
Paul Ruh:
$25,000
related to financial and tax services, security services, and healthcare-related services.
•
Carlton Lawson:
$144,564
related to his prior relocation to Switzerland at the Company’s request, which included a
contractual housing
allowance of
$114,253
, as well as supplemental health insurance and other localization-related expenses; a one-time transition allowance of
$171,601
pursuant to an amendment to his employment agreement, which discontinued the
above-referenced
contractual housing
allowance; a
car allowance
; financial and tax services; and healthcare-related services.
•
Ellie Bing Xie:
$998,861
related to her international assignment in Singapore, at the Company’s request, paid in accordance with our global
mobility and tax equalization policy. In line with market practice, these payments were similar to the types of payments generally made to
other employees on international assignment with the Company.
Specifically, this amount consists of (1)
$927,649
related to tax
equalization, tax preparation, and housing allowance and (2)
$71,213
related to items such as transportation and cost of living adjustments.
Tax equalization payments are in line with market practice and are designed to ensure that there is no undue tax burden on the employee
due to the global assignment. There is no incremental benefit to Ms. Xie as a result of these payments. Other Benefits of
$18,886
include
financial and tax services and healthcare-related services.
•
Meredith Stevens:
$25,000
related to financial and tax services, security services, and healthcare-related services.
(8)
Cash amounts for Mr. Lawson have been converted from CHF to USD based on the fiscal year-end exchange rate of 1 CHF to
1.1071
USD.
|
|
2025
Proxy Statement
|
63
|
Executive Compensation
Grants of Plan-Based Awards
The
following table provides information regarding grants of plan-based awards to our NEOs during the fiscal year ended
December 29, 2024
.
|
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
|
Estimated Future Payouts
Under Equity Incentive
Plan Awards
|
All Other
Stock
Awards:
Number
of Shares
of Stock
or Units
(#)
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)
|
Exercise
or Base
Price of
Option
Awards
($)
|
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
|
||
(1)
Amounts represent the potential range of annual cash incentive amounts for
2024
performance. Actual amount earned for fiscal year
2024
performance is reported under the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table. Cash amounts for
Mr. Lawson have been converted from CHF to USD based on the fiscal year-end exchange rate of 1 CHF to
1.1071
USD.
(2)
Amounts represent the potential payout of PSU awards.
(3)
Amounts represent annual RSU awards.
(4)
Amounts represent annual stock option awards.
(5)
Grant date fair value computed in accordance with FASB ASC Topic 718.
|
64
|
2025
Proxy Statement
|
|
Executive Compensation
Outstanding Equity Awards at Fiscal Year-End
The following table summarizes the outstanding equity awards as of
December 29, 2024
, for each of our NEOs. With respect to
awards granted prior to the Separation, the values below give effect to the conversion from JJ equity to Kenvue equity. Amounts
for RSUs and PSUs granted after the Separation reflect additional RSUs and PSUs, as applicable, that reflect the reinvestment of
dividend credited during the vesting period. Such additional RSUs and PSUs are subject to the same vesting conditions as the
awards to which they relate.
|
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
|
—
|
—
|
—
|
—
|
||
|
|
2025
Proxy Statement
|
65
|
Executive Compensation
|
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
|
—
|
—
|
—
|
—
|
|
66
|
2025
Proxy Statement
|
|
Executive Compensation
|
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
|
—
|
—
|
—
|
—
|
|
|
2025
Proxy Statement
|
67
|
Executive Compensation
(1)
The awards are valued based on the closing price of Kenvue common stock on the NYSE ($21.53) on the last trading day of the fiscal year
(December 27, 2024).
(2)
Assumes maximum-level payout of the Founder Shares PSU awards, maximum-level payout of the December 2023 PSU awards and
target-level payout of the March 2024 PSU awards, each based on interim performance through
December 29, 2024
. Maximum-level payout is
equal to 200% of target-level payout.
(3)
Option and RSU awards granted before 2023 vest in full on the third anniversary of the grant date.
(4)
PSUs granted prior to the Separation were converted into RSUs upon the Separation, and this reflects the as-converted number of RSUs.
These awards vest in full on the third anniversary of the grant date.
(5)
These option and RSU awards vest in equal annual installments on each February 13 of 2025 and 2026.
(6)
These option awards vest in full on October 2, 2026.
(7)
These PSUs vest on October 2, 2026, to the extent they are earned based on achievement of a performance measure over a
three-year
performance period
.
(8)
These PSUs vest on December 1, 2026, to the extent they are earned based on achievement of a performance measure over a three-year
performance period.
(9)
These option and RSU awards vest in equal annual installments on each December 1 of 2025 and 2026.
(10)
These PSUs vest on March 5, 2027, to the extent they are earned
based on achievement of performance measures over a three-year
performance period.
(11)
These option and RSU awards vest in equal annual installments on each March 5 of 2025, 2026 and 2027.
Options Exercised and Stock Vested
The following table shows common stock acquired and the value of such shares in connection with vesting of RSUs or PSUs or the
exercise of options in
2024
.
|
Name
|
Number of Shares
Acquired on Exercise
(#)
|
Value Realized
Upon Exercise
($)
|
Number of Shares
Acquired on Vesting
(#)
|
Value Realized
Upon Vesting
($)
|
|
Thibaut Mongon
|
—
|
—
|
218,708
|
4,331,492
|
|
Paul Ruh
|
—
|
—
|
43,306
|
869,023
|
|
Carlton Lawson
|
—
|
—
|
19,318
|
386,126
|
|
Ellie Bing Xie
|
—
|
—
|
43,462
|
860,296
|
|
Meredith Stevens
|
—
|
—
|
46,099
|
920,593
|
Pension Benefits
The following table provides information regarding
Mr. Lawson’
s pension benefits under the UK Pension Plan and the Swiss
Pension Plan as of
December 29, 2024
.
Because Mr. Lawson has worked in positions covered by both UK and Swiss pension
plans, his pension benefit is split between these plans.
|
Name
|
Plan Name
|
Number of Years
Credited Service
|
Normal
Retirement Age
|
Present Value of
Accumulated
Benefit ($)
|
Payments During
Last Fiscal Year
($)
|
|
Carlton
Lawson
|
UK Pension Plan
|
1.92
|
65
|
93,000
|
—
|
|
Swiss Pension Plan
|
3.42
|
65
|
624,000
|
—
|
Kenvue calculated the present values in the table for Mr. Lawson assuming: (1) for the Consumer UK Pension Plan (the “UK
Pension Plan”), a 5.68% discount rate and the mortality assumptions provided under the SAPS S3 with weighting adjustments
using CMI2022 core projections with 1.25% per annum long-term improvement; and (2) for JNTL Consumer Health III
(Switzerland) – Personal (the “Swiss Pension Plan”), a 0.87% discount rate.
•
UK Pension Plan Formula:
This formula describes a monthly annuity amount payable for life once the employee is deemed to
have “retired” from Kenvue (generally separation from Kenvue, or if later, attainment of a specified age).
|
68
|
2025
Proxy Statement
|
|
Executive Compensation
•
Retirement Age:
At age 65, employees can begin receiving unreduced pension payments. If an employee begins receiving
his or her pension before age 65, the pension is reduced for early commencement.
•
Monthly Annuity Amount:
The annualized annuity amount is calculated as 1/90th of plan earnings for each year of service.
This annual amount is then paid in monthly installments.
•
Plan Earnings:
Earnings include base salary only.
•
Benefits Paid as an Annuity:
Pension benefits must be taken in the form of an annuity. Payments are indexed by the Retail
Price Index, subject to a cap of 2.5% annually (assumed to result in an increase of 2% p.a. on average).
•
Swiss Pension Plan Formula:
This cash balance plan formula describes a lump sum payable at retirement.
•
Retirement Age:
The normal retirement age under the Swiss Pension Plan is age 65; however, employees can retire
as early as age 58. If an employee begins receiving his or her pension before age 65, the pension is reduced for
early commencement.
•
Lump Sum Amount:
Each year the employee’s account balance is increased with retirement credits that vary depending on
the employee’s age and elected contribution amount. The cash balance account is accumulated with an interest rate that is
defined yearly by the Board of Trustees of the pension fund, depending on the financial situation of the pension fund. The
cash balance account at retirement is multiplied by a conversion rate to determine the annuity payable at retirement.
•
Eligible Earnings:
Earnings include base salary only.
•
Form of Benefit Payment:
The pension benefit can be payable as a lump sum or annuity under the Swiss Pension Plan.
Non-qualified Deferred Compensation
|
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
|
(1)
Includes Kenvue contributions to our NEOs’ Excess Savings Plan accounts.
These amounts are included in the “All Other Compensation”
column of the 2024 Summary Compensation Table.
(2)
Includes earnings on the Excess Savings Plan. The earnings or losses on the Excess Savings Plan balances are
equal to the return that would
have resulted if the NEO’s balance was invested in the default Target Date Fund, as determined by birth year, under Kenvue’s 401(k) Savings
Plan. There are no above-market earnings from this plan and, in accordance with SEC rules, no amounts are included in the “Change in
Pension Value and Non-qualified Deferred Compensation Earnings” column of the
2024
Summary Compensation Table.
(3)
Includes the Excess Savings Plan balances. Kenvue’s 401(k) Savings Plan provides a matching contribution of 6% of eligible compensation to
employees who contribute at least 6% of eligible compensation to the 401(k) Savings Plan and a 3% non-elective company contribution. The
compensation covered under Kenvue’s 401(k) Savings Plan is limited by the IRS’ covered compensation limit, which was $345,000 in
2024
.
The Excess Savings Plan credits an unfunded account for each participant with up to 9% of the amount of the participant’s eligible
compensation over the IRS limit (up to 6% company matching contribution and 3% non-elective company contribution).
•
Earnings: The Excess Savings Plan accounts were credited with earnings equal to the return on each NEO’s default Target Date Fund, as
determined by birth year, under Kenvue’s 401(k) Savings Plan.
•
Distribution: Account balances will be paid out in a lump sum six months after the NEO’s termination of employment unless the NEO made
an irrevocable deferral or installment election before December 15, 2008
.
|
|
2025
Proxy Statement
|
69
|
Executive Compensation
Potential Payments Upon Termination or Change of Control
Payments and benefits received by our NEOs upon termination are governed by the arrangements described below and quantified
at the end of this section. We have estimated the amounts involved assuming that the termination became effective as of
December 29, 2024
. The actual amounts to be paid out can only be determined at the time of each NEO’s departure from
the Company.
Earned but Unpaid Compensation
Upon any termination of employment as of fiscal year-end
2024
, employees would receive their
2024
annual incentive and
vested non-qualified deferred compensation. If a named executive officer had terminated as of year-end
2024
, he or she would
have received:
•
Earned but unpaid annual incentives for
2024
. Individuals employed through December 31 are eligible for a full annual
incentive payout. However, in case of involuntary termination for cause, these amounts would be forfeited. See non-equity
incentive plan compensation in the “Summary Compensation Table” above for the annual incentive amounts actually paid
for
2024
.
•
Vested non-qualified deferred compensation balances
. See aggregate balance at last fiscal year-end in the “Non-qualified
Deferred Compensation” table above.
•
Pension benefits upon retirement
. See “Pension Benefits” section above.
Executive Severance Pay Plan
The Executive Severance Pay Plan provides for the payment of severance and other benefits to certain eligible employees,
including the Company’s executive officers. The Severance Plan provides that in the event of an involuntary termination by the
Company without “cause”, or termination by an executive officer for “good reason” (each as defined in the Severance Plan) (each,
a “Severance Event”), the Company will provide:
•
in the case of the Chief Executive Officer, cash severance equal to two times the sum of the CEO’s annual base salary and
target annual incentive, payable in equal installments over 24 months; and
•
in the case of each other executive officer, cash severance equal to one and a half times the sum of his or her annual base
salary and target annual incentive, payable in equal installments over 18 months.
In addition, if an executive officer experiences a Severance Event in the 24-month period following a “change of control” (as
defined in the Kenvue Long-Term Incentive Plan), the Company will provide:
•
in the case of the CEO, cash severance equal to two and a half times the sum of the CEO’s annual base salary and target
annual incentive, payable in a lump sum; and
•
in the case of each other executive officer, cash severance equal to two times the sum of his or her annual base salary and
target annual incentive, payable in a lump sum.
The Severance Plan also provides for the continuation of health insurance coverage for all executive officers (at active employee
rates) for 52 weeks and eligibility for outplacement assistance benefits. Additionally, the Severance Plan provides for a “best-net
cutback” if any executive officer would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (or any
similar state or local law). Pursuant to the “best-net cutback” provision, if an executive officer would be subject to an excise tax,
then the executive’s payments and benefits will be reduced as necessary to maximize such executive’s after-tax payout (after
taking into account the excise tax).
As a condition to receiving the severance compensation and benefits described above, a participant will be required to sign, and
not revoke, a customary release of claims in favor of the Company and its affiliates and remain in compliance with any restrictive
covenant obligations.
|
70
|
2025
Proxy Statement
|
|
Executive Compensation
Long-Term Incentive Awards
Unvested equity awards are generally treated as follows:
|
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
|
(1)
For double trigger vesting: (1) the change of control must be consummated, and (2) either the participant must be involuntarily terminated other
than for cause (or resigns for “good reason”) within two years of the change of control, or awards are neither assumed nor substituted by the
successor company in the change of control transaction.
JJ awards which converted to Kenvue equity in connection with the Separation are treated as follows:
|
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
|
(1)
PSUs granted by JJ converted into Kenvue RSUs upon the Separation. The termination provisions of these awards are the same as the RSU
awards, except that all converted PSU awards receive pro-rata vesting in the event of a specified divestiture, or reduction in force, as those
terms are defined in the award agreements.
(2)
For double trigger vesting: (1) the change of control must be consummated, and (2) either the participant must be involuntarily terminated other
than for cause (or resigns for “good reason”) within two years of the change of control, or awards are neither assumed nor substituted by the
successor company in the change of control transaction.
|
|
2025
Proxy Statement
|
71
|
Executive Compensation
Founder Shares awards are treated as follows:
|
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
|
(1)
For double trigger vesting: (1) the change of control must be consummated, and (2) either the participant must be involuntarily terminated other
than for cause (or resigns for “good reason”) within two years of the change of control, or awards are neither assumed nor substituted by the
successor company in the change of control transaction.
The following table outlines the value of payments and benefits that our NEOs would receive under various termination scenarios
as of
December 29, 2024
, excluding any earned but unpaid compensation. Ms. Stevens was the only NEO who was
retirement-eligible as of
December 29, 2024
.
T
ermination due to resignation or involuntary termination with cause would result in no benefits or payments to the NEO, and thus
these types of terminations are excluded from the table below.
|
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
|
|
72
|
2025
Proxy Statement
|
|
Executive Compensation
|
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
|
(1)
This amount reflects cash severance equal to two times the sum of the CEO’s annual base salary and target annual incentive.
(2)
This amount reflects cash severance equal to two and a half times the sum of the CEO’s annual base salary and target annual incentive.
(3)
These amounts reflect health insurance coverage for each NEO (at active employee rates) for 52 weeks. For the Death/Disability column, the
figures shown reflect Death only; the figures are $0 for disability.
(4)
For NEOs other than Ms. Stevens, t
hese amounts reflect pro-rata vesting of all outstanding equity, except for RSUs and stock options granted
in February 2023, which would be forfeited. Values for Ms. Stevens reflect full continued vesting for the following equity grants: all equity
granted in February 2022; all equity granted in February 2023; and RSUs and stock options granted in December 2023. Values for Ms. Stevens
reflect pro-rata vesting for the following equity grants: Founder Shares granted in October 2023; PSUs granted in December 2023; and all
equity granted in March 2024. These values are based on the number of RSUs, PSUs, and stock options that would have vested if termination
occurred on the last business day of fiscal year
2024
(
December 29, 2024
), multiplied by the closing price of Kenvue common stock on the
NYSE ($21.53) on the last trading day of the year (December 27, 2024). The number of PSUs assumes vesting at target performance.
(5)
These amounts reflect pro-rata vesting of equity granted in December 2023 and March 2024. These values are based on the number of RSUs,
PSUs and stock options that would have vested if termination occurred on the last business day of fiscal year
2024
(
December 29, 2024
),
multiplied by the closing price of Kenvue common stock on the NYSE ($21.53) on the last trading day of the year (December 27, 2024). The
number of PSUs assumes vesting at target performance.
(6)
These amounts reflect full accelerated vesting of all outstanding equity awards. These values are based on the number of RSUs, PSUs and
stock options that would have vested if termination occurred on the last business day of fiscal year
2024
(
December 29, 2024
), multiplied by the
closing price of Kenvue common stock on the NYSE ($21.53) on the last trading day of the year (December 27, 2024). The number of PSUs
assumes vesting at target performance.
(7)
These amounts reflect cash severance equal to one and a half times the sum of each NEO's annual base salary and target annual incentive.
(8)
These amounts reflect cash severance equal to two times the sum of each NEO’s annual base salary and target annual incentive.
(9)
Ms. Stevens was retirement-eligible as of
December 29, 2024
. Values for Ms. Stevens reflect (1) full continued vesting for the following equity
grants: all equity granted in February 2022; all equity granted in February 2023; and RSUs and stock options granted in December 2023, and
(2) pro-rata vesting for the following equity grants: PSUs granted in December 2023; and all equity granted in March 2024. These values are
based on the number of RSUs, PSUs and stock options that would have vested if termination occurred on the last business day of fiscal year
2024
(
December 29, 2024
), multiplied by the closing price of
Kenvue common stock on the NYSE ($21.53) on the last trading day of the year
(December 27, 2024).
The number of PSUs assumes vesting at target performance.
|
|
2025
Proxy Statement
|
73
|
Executive Compensation
Pay Versus Performance
Pay Versus Performance Disclosure
our financial performance for
2024
. For purposes of this discussion, our CEO is also referred to as our principal executive officer or
“PEO” and our other Named Executive Officers are referred to as our “Non-PEO NEOs”:
|
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
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
$
|
(1)
NEOs included in these columns reflect the following individuals:
|
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
|
(2)
Amounts reflect Summary Compensation Table Total Pay for our NEOs for each corresponding year.
(3)
Compensation Actually Paid (CAP) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item
402(v) of Regulation S-K). The CAP calculation for
2024
includes the end-of-year value of awards granted during the fiscal year and the year-
over-year change in fair value from the Separation through the end of the fiscal year for unvested awards granted in prior years (for 2023,
measured from the Separation through year-end), regardless of if, when, or at which intrinsic value those awards will actually vest. To calculate
CAP the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table:
|
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
|
$
|
$
|
||
For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC
Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting
purposes. The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions
used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the fair value calculations
of the options granted on or between February 8, 2021 and March 5, 2024 used an expected term between 4.3 years and 6.9 years in 2024, as
compared to an expected term between 6.0 years and 7.0 years used to calculate the grant date fair value of these stock options.
|
74
|
2025
Proxy Statement
|
|
Executive Compensation
(4)
Total Shareholder Return represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period
beginning on May 4, 2023, the date our common stock commenced regular-way trading on the New York Stock Exchange, through the end of
the applicable fiscal year, assuming reinvestment of dividends.
(5)
Peer Group Total Shareholder Return represents the cumulative return on a fixed investment of $100 in the SP 500 Consumer Staples Sector
for the period beginning on May 4, 2023, through the end of the applicable fiscal year, assuming reinvestment of dividends.
(6)
The dollar amounts reported represent the Net income reflected in the Company’s audited financial statements for the applicable fiscal year.
(7)
Organic net sales
is a non-GAAP financial measure used for purposes of the annual incentive plan. Organic net sales means our reported
GAAP net sales for the fiscal year ended
December 29, 2024
, excluding the impact of changes in foreign currency exchange rates and the
Pay Versus Performance Relationship Description
We believe the compensation actually paid to our PEO and Non-PEO NEOs in
2024
reflects our pay-for-performance philosophy.
As described in the section “Compensation, Discussion Analysis”, a significant portion of annual target compensation awarded to
NEOs is compensation at risk because it depends on the Company’s performance against pre-established performance goals
under our annual and long-term incentive programs. The relationship between the financial measures in the table above and
compensation actually paid will expand as we build history as a standalone public company.
Relative to
2023
, CAP to our PEO and the average CAP for non-PEO NEOs declined in
2024
, while our cumulative TSR and
Organic net sales increased over the same period. CAP declined year-over-year primarily because the value of equity awards
issued to our PEO and non-PEO NEOs decreased from the prior year.
2023
CAP included one-time incentive awards related to
the Separation.
Our cumulative TSR increased between
2023
and
2024
, which is directionally aligned with the increase in the cumulative TSR
of the SP 500 Consumer Staples Sector over the same period. The year-over-year decrease in CAP for the PEO and the
average CAP for non-PEO NEOs is directionally aligned with the decrease to the company’s Net Income, which is a GAAP
financial measure.
Most Important Performance Measures
The following is an unranked list of the financial performance measures we consider most important in linking company
performance and CAP to our NEOs for the most recently completed fiscal year:
•
Organic net sales
1
•
Adjusted net income
1
•
Adjusted diluted earnings
per share
1
•
Adjusted gross profit margin
1
•
Free cash flow
1
•
Relative total shareholder return
Further information on our performance measures is described in our Compensation Discussion Analysis above.
(1)
This is a non-GAAP financial measure for purposes of measuring incentive performance.
See the Appendix for definitions of non-GAAP financial
measures and a reconciliation of such measures to the most directly comparable GAAP measures.
|
|
2025
Proxy Statement
|
75
|
Executive Compensation
Pay Ratio
In accordance with SEC rules, we calculated the ratio of the total annual compensation of our CEO as compared to the total annual
compensation of our median employee.
We identified the median employee by using the following methodology:
•
I
ncluded all employees as of October 5, 2024, except for:
•
our CEO;
•
1,032
non-U.S. employees excluded under the de minimis exemption (fewer than 5% of our ~22,000 employees)
1
;
and
•
independent contractors.
•
Calculated the consistently applied compensation measure using
2024
base salaries and target bonuses.
•
Converted compensation paid in foreign currency into U.S. dollars using the exchange rates on September 29, 2024.
For
2024
, the annual total compensation for our Chief Executive Officer, as reported in the Summary Compensation Table was
$
13,167,969
. When calculated in accordance with the requirements of the Summary Compensation Table, the annual total
compensation for our median employ
ee was $72,465. The ratio of our CEO’s annual total compensation to the median employee’s
annual total compensation was 182 to 1.
The foregoing represents a reasonable estimate calculated in accordance with SEC rules.
SEC rules for identifying the median employee allow companies to adopt a variety of methodologies, to apply certain exclusions
and to make reasonable estimates and assumptions. As such, the methodologies, assumptions, adjustments, and estimates we
used may differ materially from that which other companies may apply, which may limit the comparability between our pay ratio and
the reported pay ratio of other companies.
(1)
We excluded employees from the following countries: Belgium (106), United Arab Emirates (95), Egypt (75), Ukraine (73), Portugal (70), Turkey
(67), Taiwan (48), Ireland (47), Saudi Arabia (46), Ecuador (38), Vietnam (38), Peru (36), Chile (31), Hong Kong (30), New Zealand (30),
Hungary (29), Romania (28), Finland (19), Panama (18), Netherlands (17), Austria (16), Denmark (16), Norway (15), Guatemala (11), Paraguay
(10), Slovakia (9), Costa Rica (8), Dominican Republic (3) and Latvia (3).
|
76
|
2025
Proxy Statement
|
|
Audit Matters
|
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
.
|
||||
|
|
2025
Proxy Statement
|
77
|
Audit Matters
Fees Services
Fees for professional services provided by our independent registered public accounting firm for the
2023
and
2024
fiscal years
were as follows:
|
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
|
||
Audit Fees
. These amounts consist of fees and expenses for professional services necessary to perform an audit or review in
accordance with the standards of the Public Company Accounting Oversight Board, including services rendered for the audit of
Kenvue’s annual financial statements and review of quarterly financial statements. These amounts also include fees for services
that are normally incurred in connection with regulatory filings, such as statutory audits, comfort letters, consents, and review of
documents filed with the SEC, as well as service fees related to specific transactions and events that occurred in each period. The
2023 fiscal year includes incremental fees, as compared to amounts previously reported, for statutory audit services rendered.
Audit-Related Fees
. These amounts consist of system pre-implementation reviews and other audit-related costs.
Tax Fees.
These amounts consist of fees for tax compliance, tax planning, and tax advice. Corporate tax services include a variety
of permissible services, including technical tax advice related to U.S. and international matters.
Other Fees
.
These amounts consist of the aggregate fees for other services performed or provided by PwC not included in the
categories above.
Pre-Approval Policies and Procedures
The Audit Committee has established pre-approval policies and procedures under which all audit and non-audit services performed
by the Company’s independent registered public accounting firm must be approved in advance by the Audit Committee in order to
assure that the provision of such services does not impair the independence of the independent registered public accounting firm.
The Audit Committee approved all audit and non-audit services provided in
2024
in accordance with the Audit Committee’s policy
and procedures. Additional information may be found in the Audit Committee Report that follows and the Audit Committee charter
available on the Company’s website at
investors.kenvue.com/governance
.
|
78
|
2025
Proxy Statement
|
|
Audit Matters
Audit Committee Report
Our Audit Committee is comprised entirely of independent directors who meet the independence requirements of the NYSE and the
SEC. Our Audit Committee operates pursuant to a charter that is available on the investor relations section of our website at
investors.kenvue.com/governance
.
The principal purpose of our Audit Committee is to assist our Board in its oversight of our accounting practices, system of internal
controls, audit processes, and financial reporting processes. Our Audit Committee is responsible for appointing and retaining our
independent auditor and approving the audit and non-audit services to be provided by the independent auditor. Our Audit
Committee’s function is more fully described in its charter.
Management is responsible for preparing our financial statements and ensuring they are complete and accurate and prepared in
accordance with generally accepted accounting principles. PricewaterhouseCoopers LLP, our independent registered public
accounting firm, is responsible for performing an independent audit of our Consolidated Financial Statements and expressing an
opinion on the conformity of those financial statements with generally accepted accounting principles and as to the effectiveness of
our internal control over financial reporting.
In performing its responsibilities, our Audit Committee has:
•
reviewed and discussed with management our audited financial statements for the fiscal year ended
December 29, 2024
;
•
discussed with our independent registered public accounting firm, PricewaterhouseCoopers LLP, the matters required to be
discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”); and
•
received the written disclosures and the letter from PricewaterhouseCoopers LLP required by the applicable PCAOB
requirements for the independent accountant communications with audit committees concerning auditor independence, and has
discussed with PricewaterhouseCoopers LLP its independence.
Based on the reviews and discussions referred to above, our Audit Committee recommended to our Board that the audited financial
statements be included in our Annual Report on Form 10-K for the fiscal year ended
December 29, 2024
.
V
asant Prabhu
(Chair)
Richard E. Allison, Jr.
Tamara S. Franklin
Seemantini Godbole
Sarah Hofstetter
1
Kathleen M. Pawlus
(1)
Ms. Hofstetter joined the Audit Committee in March 2025.
|
|
2025
Proxy Statement
|
79
|
Security Ownership of Certain
Beneficial Owners, Directors
Management
The following tables set forth, as of
March 24, 2025
, the number of s
hares and percentage of Kenvue common stock beneficially
owned by:
•
each person or group known by Kenvue to beneficially own more than 5% of Kenvue common stock;
•
each of Kenvue’s directors and named executive officers; and
•
all directors and executive officers of Kenvue as a group.
|
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
%
|
|
80
|
2025
Proxy Statement
|
|
Security Ownership of Certain Beneficial Owners, Directors Management
|
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
%
|
*
Denotes less than 1%
(1)
The shares described as owned are shares of Kenvue common stock directly or indirectly owned by each listed person and by members of his
or her household, and are held individually, jointly or pursuant to a trust arrangement.
(2)
Includes Deferred Share Units credited to non-employee directors under Kenvue’s Amended and Restated Deferred Fee Plan for Directors.
(3)
Includes shares underlying options exercisable on
March 24, 2025
, options that become exercisable within 60 days thereafter and RSUs that
vest within 60 days thereafter.
(4)
Includes (i) 1,690 Deferred Share Units and (ii) 22,054,000 shares of common stock held by certain managed accounts and private investment
funds (collectively, the “Starboard Accounts”) to which Starboard Value LP (“Starboard”) serves as the investment manager or manager and
may be deemed to beneficially own such securities. Jeffrey C. Smith is a managing member, Chief Executive Officer and Chief Investment
Officer of Starboard and disclaims beneficial ownership to the securities held in the Starboard Accounts except to the extent of his pecuniary
interest therein. Starboard’s principal business address is 777 Third Avenue, New York, New York 10017.
(5)
Based on information contained in a Schedule 13G/A filed with the SEC on November 14, 2024, by T. Rowe Price Associates, Inc. The filing
indicated that as of September 30, 2024, T. Rowe Price Associates, Inc. had sole voting power for 225,877,497 shares, shared voting power for
zero shares, sole dispositive power for 237,789,232 shares, and shared dispositive power for zero shares.
(6)
Based on information contained in a Schedule 13G/A filed with the SEC on July 10, 2024, by The Vanguard Group. The filing indicated that as
of June 28, 2024, The Vanguard Group had sole voting power for zero shares, shared voting power for 2,094,505 shares, sole dispositive
power for 205,952,234 shares, and shared dispositive power for 6,112,106 shares.
(7)
Based on information contained in a Schedule 13G/A filed with the SEC on November 12, 2024, by FMR LLC, certain of its affiliates and
subsidiaries, and other companies. The filing indicated that as of September 30, 2024, FMR LLC had sole voting power for 92,898,463 shares,
shared voting power for zero shares, sole dispositive power for 137,915,484 shares, and shared dispositive power for zero shares.
(8)
Based on information contained in a Schedule 13G/A filed with the SEC on October 24, 2024, by Blackrock, Inc. The filing indicated that as of
September 30, 2024, Blackrock, Inc. had sole voting power for 116,191,551 shares, shared voting power for zero shares, sole dispositive power
for 129,017,456 shares, and shared dispositive power for zero shares.
(9)
Based on information contained in a Schedule 13G/A filed with the SEC on October 16, 2024, by State Street Corporation. The filing indicated
that as of September 30, 2024, State Street Corporation had sole voting power for zero shares, shared voting power for 92,894,278 shares,
sole dispositive power for zero shares, and shared dispositive power for 127,213,940 shares.
(10)
Based on information contained in a Schedule 13G filed with the SEC on February 13, 2025, by Massachusetts Financial Services Company.
The filing indicated that as of December 31, 2024, Massachusetts Financial Services Company had sole voting power for 89,304,569 shares,
shared voting power for zero shares, sole dispositive power for 97,662,922 shares, and shared dispositive power for zero shares.
|
|
2025
Proxy Statement
|
81
|
Certain Relationships and Related Person
Transactions
Policy on Transactions with Related Person
The Kenvue Board has adopted a written Policy on Transactions with Related Persons. Kenvue’s Policy on Transactions with
Related Persons requires a reasonable prior review and oversight by the Audit Committee of any transaction or series of
transactions exceeding $120,000 in which Kenvue is a participant and any related person has a direct or indirect material interest
(other than solely as a result of being a director or trustee or less than 10% owner of another entity). Related persons include
Kenvue’s directors and executive officers and their immediate family members and persons sharing their households, as well as
persons controlling more than 5% of Kenvue’s outstanding shares of common stock.
Once a potential related person transaction has been identified, the Audit Committee will review all of the relevant facts and
circumstances and approve or disapprove entry into the transaction. The Audit Committee will prohibit such a transaction if it
determines it to be inconsistent with the interests of Kenvue and its shareholders. The Audit Committee will take into account,
among other factors, whether the transaction is on terms no more favorable than terms generally available to an unaffiliated third
party under the same or similar circumstances and the extent of the related person’s interest in the transaction. If the Audit
Committee determines that the related person has a direct or indirect material interest in any transaction, the transaction will be
disclosed in Kenvue’s proxy statement.
Kenvue’s Policy on Transactions with Related Persons was not in effect at the time Kenvue entered into the agreements described
below under “—Agreements Entered into in Connection with the Separation” and “—Other Agreements with JJ.” Each of the
agreements between Kenvue and Johnson Johnson (“JJ”) that was entered into prior to the completion of Kenvue’s initial public
offering (“IPO”), and any transactions contemplated thereby, were deemed to be pre-approved upon the adoption of Kenvue’s
Policy on Transactions with Related Persons.
Relationship Between Kenvue and JJ
On November 12, 2021, JJ announced its intention to separate its Consumer Health segment (the “Consumer Health Business”).
Kenvue was incorporated in Delaware on February 23, 2022 in connection with the Separation and was formed to ultimately hold,
directly or indirectly, and conduct certain operational activities in anticipation of the planned Separation of, the Consumer Health
Business. In May 2023, we completed an IPO of approximately 10.4% of outstanding common stock. Prior to the completion of the
IPO, Kenvue was a wholly owned subsidiary of JJ and all of Kenvue’s outstanding shares of common stock were owned by JJ,
and following the IPO JJ continued to hold 89.6% of the outstanding common stock of Kenvue. Following completion of the IPO,
Kenvue assumed responsibility for all of its standalone public company costs, including the costs of corporate services provided by
JJ and its affiliates prior to the Separation. In August 2023, JJ completed the disposition of an additional 80.1% of the
outstanding common stock of Kenvue (the “Separation”). In May 2024, JJ completed the disposition of its remaining 9.5% stake
in Kenvue.
Agreements Entered into in Connection with the Separation
Kenvue and JJ entered into a separation agreement (the “Separation Agreement”) on May 3, 2023. The Separation Agreement
contains key provisions relating to Kenvue’s Separation from JJ and the disposition of the shares of Kenvue common stock
owned by JJ following the completion of the IPO. In connection with the Separation, Kenvue also entered into various other
agreements with JJ that, together with the Separation Agreement, provide for certain transactions to effect the transfer of the
assets and liabilities of the Consumer Health Business to Kenvue and resulted in the Separation of Kenvue’s business from JJ.
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These agreements, together with the Separation Agreement, govern various interim and ongoing relationships between Kenvue
and JJ following the completion of the IPO. The material terms of the Separation Agreement and the other agreements Kenvue
entered into with JJ in connection with the Separation are summarized below. Copies of the Separation Agreement, Tax Matters
Agreement, Employee Matters Agreement, Intellectual Property Agreement, Trademark Phase-Out License Agreement, Transition
Services Agreement, Transition Manufacturing Agreement and Registration Rights Agreement (each as defined below) have been
incorporated by reference as exhibits to Kenvue’s Annual Report on Form 10-K filed with the SEC on February 24, 2025. The
following descriptions are qualified in their entirety by reference to the full text of such agreements.
Separation Agreement
On May 3, 2023, Kenvue entered into the Separation Agreement with JJ. The Separation Agreement sets forth Kenvue’s
agreements with JJ regarding the principal actions to be taken in connection with the Separation. The Separation Agreement also
sets forth other agreements that govern aspects of Kenvue’s relationship with JJ following the completion of the IPO.
Transfer of Assets and Assumption of Liabilities
The Separation Agreement identified certain transfers of assets and assumptions of liabilities that were necessary to effect the
Separation. The Separation Agreement provided that such transfers and assumptions would result in Kenvue generally holding (1)
all assets primarily related to or used or held for use primarily in connection with Kenvue’s business and (2) all liabilities to the
extent relating to, arising out of or resulting from the past or current operation or conduct of Kenvue’s business. However, the
Separation Agreement also provided that certain assets and liabilities would be allocated between Kenvue and JJ without regard
to such general rule.
In addition, Kenvue and JJ agreed to use reasonable best efforts to divide, partially assign, modify or replicate the other party’s
rights and obligations under and in respect of any contract or agreement that relates in any material respect to both Kenvue’s
business and JJ’s business. The Separation Agreement also provided for the settlement or extinguishment of certain liabilities and
other obligations between Kenvue and JJ. See below under “—Intercompany Arrangements”.
Internal Transactions
The Separation Agreement provided for certain internal transactions related to the Separation that occurred prior to completion of
the IPO.
Intercompany Arrangements
All agreements, arrangements, commitments and understandings, including most intercompany accounts payable or accounts
receivable, between Kenvue, on the one hand, and JJ, on the other hand, terminated effective as of the consummation of the
Separation, except specified agreements and arrangements that were either (1) intended to survive the Separation or (2) between
a Deferred Local Business (as defined below under “—Deferred Markets”), on the one hand, and JJ, on the other hand.
Representations and Warranties
In general, neither Kenvue nor JJ made any representations or warranties regarding any assets or liabilities transferred or
assumed, any consents or approvals that may be required in connection with these transfers or assumptions, the value or freedom
from any lien or other security interest of any assets transferred, the absence of any defenses relating to any claim of either party
or the legal sufficiency of any conveyance documents. Except as expressly set forth in the Separation Agreement, any other
agreement Kenvue entered into with JJ in connection with the Separation or any representation letter delivered in connection with
the Separation, all assets were transferred on an “as is,” “where is” basis.
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Deferred Markets
The Separation Agreement provides that, in order to ensure compliance with applicable law, to obtain necessary governmental
approvals and other consents and for other business reasons, Kenvue and JJ would defer the transfer of certain assets and
assumptions of liabilities of Kenvue’s businesses in certain jurisdictions (each, a “Deferred Local Business”)
, including China and
Russia
. Until such time as a Deferred Local Business has been transferred to Kenvue, the Separation Agreement generally
provides that (1) JJ will hold and operate such Deferred Local Business on Kenvue’s behalf, (2) JJ will use reasonable best
efforts to treat and operate, insofar as reasonably practicable and to the extent permitted by applicable law, each such Deferred
Local Business in the ordinary course of business in all material respects consistent with past practice and (3) Kenvue will use
reasonable best efforts to provide all support reasonably necessary or reasonably requested by JJ with respect to the operation of
each such Deferred Local Business. In addition, Kenvue and JJ agreed to use reasonable best efforts to take all actions to permit
and effect the transfer of each Deferred Local Business as promptly following the completion of the IPO as reasonably practicable.
With respect to most Deferred Local Businesses, Kenvue and JJ entered into net economic benefit arrangements, pursuant to
which, among other things, JJ will transfer to Kenvue the net profits from the operation of each such Deferred Local Business (or,
in the event the operations of any such Deferred Local Business result in net losses to JJ, Kenvue will reimburse JJ for the
amount of such net losses of any such Deferred Local Business). Upon the transfer of certain Deferred Local Businesses, Kenvue
will be required to compensate JJ for certain increases in the value of such Deferred Local Businesses between the transfer of
the assets of the Consumer Health Business and the transfer of such Deferred Local Businesses (or, in the event of certain value
decreases, JJ will be required to compensate Kenvue).
As of the end of fiscal year
2024
, the transfer of certain Deferred Local Businesses (Russia and a portion of China) have not been
completed. The transfers of the Deferred Local Businesses are subject to the satisfaction of conditions, certain of which are beyond
Kenvue’s or JJ’s control, including governmental approvals or other consents. As a result, Kenvue cannot assure you when such
Deferred Local Businesses will ultimately be transferred to Kenvue, if ever.
Delayed or Improper Transfers
Kenvue and JJ agreed to use reasonable best efforts to effect any transfers contemplated by the Separation Agreement that were
not consummated prior to the completion of the IPO as promptly as practicable following the completion of the IPO. In addition,
Kenvue and JJ agreed to use respective reasonable best efforts to effect any transfer or re-transfer of any asset or liability that
was improperly transferred or retained as promptly following the completion of the IPO as practicable.
Cash Distribution
Kenvue paid JJ, as partial consideration for the Consumer Health Business, all of Kenvue’s cash and cash equivalents, including
(1) all of the net proceeds that Kenvue received from the sale of shares of Kenvue common stock in the IPO and (2) all of the net
proceeds that Kenvue received from certain financing arrangements that Kenvue entered into in connection with the Separation
(the “Debt Financing Transactions”), together with any interest accrued thereon following Kenvue’s receipt of such proceeds;
provided that Kenvue retained $1.17 billion in cash and cash equivalents, after giving effect to the IPO, the Debt Financing
Transactions and the settlement or termination of certain intercompany accounts payable or accounts receivable between Kenvue
and JJ.
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Exchange of Information
Kenvue and JJ agreed to provide each other, following the completion of the IPO, with information relating to periods prior to the
completion of the IPO which is reasonably necessary to comply with reporting, disclosure, filing, notification or other requirements
of any national securities exchange or governmental authority, for use in judicial, regulatory, administrative and other proceedings
or to satisfy audit, accounting, regulatory, litigation and other similar requirements. Kenvue and JJ also agreed to provide each
other, following the completion of the IPO, with information to the extent relating to JJ and its business or assets or Kenvue and
Kenvue’s business and assets, respectively.
Distribution or Other Disposition
JJ had the sole and absolute discretion, subject to applicable law, to determine the terms of, and whether and when to proceed
with, any subsequent distribution or other disposition of the shares of Kenvue common stock owned by JJ following the
completion of (1) the IPO in May 2023 and (2) JJ’s tax-free disposition of 80.1% of the outstanding common stock of Kenvue in
August 2023 (the “Distribution”). JJ completed the disposition of its remaining 9.5% stake in Kenvue in May 2024.
Release of Claims
Kenvue and JJ each agreed, subject to certain exceptions, to release the other party and its affiliates, successors and assigns
and all persons that, at or prior to the completion of the IPO, have been the other party’s shareholders, directors, officers, agents or
employees, and their respective heirs, executors, administrators, successors and assigns, from any and all claims against any of
them that arise out of or relate to events, circumstances or actions occurring or failing to occur or any conditions existing at or prior
to the completion of the IPO.
Indemnification
Kenvue and JJ each agreed to indemnify the other party and each of the other party’s current and former directors, officers and
employees, and each of the heirs, executors, successors and assigns of any of them, against certain liabilities incurred in
connection with the Separation and Kenvue’s and JJ’s respective businesses. The amount of each party’s indemnification
obligations will be reduced by any insurance proceeds or other third-party proceeds the party being indemnified receives. The
Separation Agreement also specifies procedures regarding claims subject to indemnification.
Management of Legal Actions
The Separation Agreement governs the management and direction of pending and future legal actions in which Kenvue or JJ is
named as a party. In general, neither Kenvue nor JJ may resolve any legal action without the prior written consent of the other
party if such resolution (1) contains any finding or admission of any violation of law by such other party, (2) would result in any
non-monetary remedy against such other party or (3) does not include a full and unconditional release of such other party (to the
extent such other party is a named party in the legal action).
Insurance
With respect to any claim related to or arising from an occurrence prior to the completion of the IPO, Kenvue continues to have
access to coverage under JJ’s existing commercial insurance policies provided by third-party insurers, subject to exceptions set
forth in the Separation Agreement. The Separation Agreement also specifies procedures regarding claims subject to coverage
under these insurance policies. Kenvue does not have access to any insurance policies or reinsurance policies issued, reinsured or
reimbursed by JJ’s captive insurer, JJ or any affiliate of JJ or any other self-insurance or similar program or mechanism
maintained by JJ. With respect to any claim accruing following the completion of the IPO, Kenvue is generally responsible for
obtaining continuing insurance coverage.
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Dispute Resolution
Kenvue and JJ will attempt in good faith to resolve disputes arising under the Separation Agreement by negotiation among
Kenvue’s respective senior officers. Any dispute unable to be resolved through this process may be referred to non-binding
mediation for resolution. If Kenvue and JJ are unable to resolve a dispute through negotiation or mediation, then either Kenvue or
JJ may submit the dispute to the Court of Chancery of the State of Delaware or, in certain circumstances, to an alternative court in
the State of Delaware.
Tax Matters Agreement
On May 3, 2023, Kenvue entered into a tax matters agreement (the “Tax Matters Agreement”) with JJ. The Tax Matters
Agreement governs Kenvue’s and JJ’s respective rights, responsibilities and obligations following the completion of the IPO with
respect to all tax matters, including tax liabilities, tax attributes, tax returns and tax contests.
Allocation of Taxes
With respect to taxes other than those incurred in connection with the Separation and the Distribution, the Tax Matters Agreement
provides that Kenvue will generally indemnify JJ for (1) any taxes of Kenvue for all periods after the Distribution and (2) any taxes
of Kenvue or JJ for periods prior to the Distribution to the extent attributable to the Consumer Health Business. JJ will generally
indemnify Kenvue for (1) any taxes of JJ for all periods after the Distribution and (2) any taxes of Kenvue or JJ for periods prior
to the Distribution to the extent attributable to the business and operations conducted by JJ other than the Consumer
Health Business.
With respect to certain taxes incurred in connection with the Separation and the Distribution, Kenvue is generally required to
indemnify JJ for any taxes resulting from the failure of certain steps of the Separation and the Distribution to qualify for their
intended tax treatment, where such taxes result from (1) untrue representations and breaches of covenants that Kenvue made and
agreed to in connection with the Separation and the Distribution (including representations Kenvue made in connection with
opinions of JJ’s U.S. tax advisors and covenants containing the restrictions described below that are designed to preserve the
tax-free nature of the Separation and the Distribution), (2) the application of certain provisions of U.S. federal income tax law to the
Separation and the Distribution or (3) any other actions or omissions that Kenvue knows or reasonably should expect would give
rise to such taxes. Kenvue is also generally required to indemnify JJ for any increases in the amount of foreign taxes and transfer
taxes that are otherwise expected to be incurred in connection with the Separation and the Distribution to the extent that such
increases arise due to actions or omissions by Kenvue that would reasonably be expected to result in such additional taxes.
Neither Kenvue’s obligations nor JJ’s obligations under the Tax Matters Agreement will be limited in amount or subject to any cap.
In addition, as a member of JJ’s consolidated U.S. federal income tax group, Kenvue has joint and several liability with JJ to the
IRS for the consolidated U.S. federal income taxes of the JJ group relating to the taxable periods in which Kenvue was part of
the group.
Preservation of the Tax-Free Status of Certain Steps of the Separation and the Distribution
JJ has received a private letter ruling from the IRS substantially to the effect that, among other things, certain steps of the
Separation together with the Distribution will qualify as a transaction that is tax-free for U.S. federal income tax purposes under
Sections 355 and 368(a)(1)(D) of the Code. The Distribution was conditioned on, among other things, the continuing effectiveness
and validity of JJ’s private letter ruling from the IRS and favorable opinions of JJ’s U.S. tax advisors. The private letter ruling and
opinions of JJ’s U.S. tax advisors rely on certain facts, assumptions, representations and undertakings from Kenvue and JJ
regarding the past and future conduct of the companies’ respective businesses and other matters.
Pursuant to the Tax Matters Agreement, Kenvue agreed to covenants that impose certain restrictions on Kenvue designed to
preserve the tax-free nature of the Separation and the Distribution. Kenvue is barred from taking any action, or failing to take any
action, where such action or failure to act would be inconsistent with the tax-free status of these transactions, for all time periods. In
addition, during the time period ending two years after the date of the Distribution, these covenants will restrict certain actions,
including share issuances, business combinations, sales of assets and similar transactions. Kenvue may take these actions only
under certain limited situations permitted by the IRS and/or JJ. Regardless of whether Kenvue is so permitted to take such action,
under the Tax Matters Agreement, Kenvue will generally be required to indemnify JJ for any taxes that result from the taking of
any such action.
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Employee Matters Agreement
On May 3, 2023, Kenvue entered into an employee matters agreement (the “Employee Matters Agreement”) with JJ. The
Employee Matters Agreement addresses certain employment, compensation and benefits matters.
Allocation of Liabilities
Except as specifically provided in the Employee Matters Agreement, Kenvue has generally assumed responsibility for all employee
liabilities related to the Consumer Health Business and JJ generally remains responsible for all employee liabilities related to
JJ’s remaining businesses, in each case, regardless of when such liabilities arose.
Collective Bargaining Agreements
Upon completion of the IPO, Kenvue and JJ agreed to cooperate and consult in good faith to provide notice to, engage in
consultation with and take any similar action which may be required with respect to any employee representative body covering
Kenvue’s employees.
Health and Welfare Plans
Pursuant to the Employee Matters Agreement, Kenvue has established health and welfare plans for the benefit of Kenvue’s
employees, including health and dental plans, but excluding post-retirement health and welfare plans. Generally, Kenvue’s
employees have ceased to be eligible for benefits under JJ’s U.S. health and welfare plans. However, Kenvue’s eligible
employees in the United States, Puerto Rico or Canada will receive up to 15 years of service credit for continuous service with
Kenvue immediately following the date the Distribution occurred (the “Distribution Date”) for purposes of determining eligibility for
benefits under the JJ post-retirement health plans maintained for former employees who served in the United States, Puerto Rico
or Canada (as applicable), subject to the terms of such plans as in effect from time to time.
Defined Benefit Pension Plans
The Employee Matters Agreement provides that JJ will generally retain all liabilities and assets under its defined benefit pension
plans, including any non-qualified plans, unless otherwise required by law. In the case of U.S. and Canadian plans, Kenvue’s
employees generally ceased active participation in such plans as of the Distribution Date. Kenvue’s U.S.-based employees
received service credit under such plans until December 31, 2023 for all purposes (but based on estimated pension-eligible
compensation levels as of the Distribution Date). Kenvue’s U.S. and Canada-based employees (other than those based in Quebec)
will receive up to 15 years of service credit for continuous service with Kenvue following the Distribution Date for purposes
of vesting and early retirement subsidies (but not for purposes of eligibility or benefit accrual). Kenvue will reimburse JJ for the
estimated cost of such service credit, as well as the service credit provided under the post-retirement health plans.
Defined Contribution Plans
Pursuant to the Employee Matters Agreement, Kenvue has established a 401(k) plan, which assumed the account balances of
Kenvue’s employees under JJ’s 401(k) plans, as well as an unfunded U.S. nonqualified defined contribution plan, which has
substantially similar terms and conditions as JJ’s Excess Savings Plan. Kenvue’s unfunded U.S. nonqualified defined contribution
plan has assumed the liabilities related to Kenvue’s employees under JJ’s U.S. nonqualified defined contribution plan. To the
extent permitted by law, any JJ non-U.S. tax-qualified defined contribution plan was treated similarly to the 401(k) plans.
JJ Equity Awards
Pursuant to the Employee Matters Agreement, upon the Distribution Date, JJ equity awards held by Kenvue’s employees were
generally converted into equivalent Kenvue equity awards with adjustments to the number of awards and option exercise prices to
preserve the award’s value. In connection with such conversion, the performance criteria applicable to any outstanding
performance-based awards was deemed satisfied at the target level, unless two years had been completed in the performance
period, in which case performance was deemed satisfied at the level of actual performance for such years. All other vesting terms
and conditions that apply to outstanding awards prior to the conversion were not affected by the conversion. The Employee Matters
Agreement also provided for the establishment of Kenvue's equity incentive plan.
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Annual Incentive Awards
Pursuant to the Employee Matters Agreement, Kenvue’s employees participated in JJ’s 2023 annual incentive programs until the
Distribution Date. Upon the Distribution Date, Kenvue assumed any obligations under JJ’s 2023 annual incentive programs with
respect to Kenvue’s employees.
Intellectual Property Agreement
On May 3, 2023, Kenvue entered into an intellectual property agreement (the “Intellectual Property Agreement”) with JJ. Pursuant
to the Intellectual Property Agreement, JJ transferred to Kenvue certain intellectual property rights, including certain intellectual
property owned by JJ immediately prior to the completion of the IPO, that were primarily related to or used or held for use
primarily in connection with Kenvue’s business or operations. The Intellectual Property Agreement also governs the parties’
respective use of certain intellectual property that was not primarily or exclusively related to either party’s business or operations
and that has been jointly owned by Kenvue and JJ since the completion of the IPO. Subject to the terms and conditions of the
Intellectual Property Agreement, Kenvue also accepted and assumed all liabilities (1) relating to, arising out of or resulting from the
transferred intellectual property and (2) in connection with the jointly owned intellectual property, to the extent relating to, arising out
of or resulting from the operation or conduct of Kenvue’s business.
Term
The term of the Intellectual Property Agreement is perpetual and can be terminated only by mutual agreement of the parties.
Cross-Licenses
Pursuant to the Intellectual Property Agreement, each of Kenvue and JJ (in such capacity, the “licensor”) granted to the other
party (in such capacity, the “licensee”) certain personal, irrevocable (subject to certain exceptions), non-exclusive, worldwide,
royalty-free and non-transferable (subject to certain exceptions) licenses, subject to the terms and conditions of certain third-party
licenses, to use certain intellectual property rights in patents, copyrights and know-how. The Intellectual Property Agreement also
includes additional intellectual property cross-licenses, including mutual personal, irrevocable (subject to certain exceptions),
non-exclusive, royalty-free and non-transferable (subject to certain exceptions) licenses to use certain data pertaining to business
records and personal information (collectively, “Data”) worldwide (excluding any jurisdiction to the extent an action to be taken
would violate any applicable privacy and data security requirements in such jurisdiction). In both cases, the licensee (1) may use
these licenses solely in connection with the operation of its business as operated as of the completion of the IPO and any
reasonable and natural extensions thereof and (2) may sublicense the intellectual property or Data rights within the scope of the
license granted and in furtherance of activities conducted by, for or on behalf of the licensee. The implementation of the request,
transfer, extraction, traceability, retention and deletion of Data is governed by the Data Transfer and Sharing Agreement, which is
described below under “—Data Transfer and Sharing Agreement.”
Each party agrees that, until the fifth anniversary of the completion of the IPO, it will not challenge any of the intellectual property
licensed to it under the Intellectual Property Agreement.
The licenses to use certain intellectual property rights in trademarks are governed by the Trademark Agreements.
See “—Trademark Agreements.”
Trademark Agreements
In connection with the Separation, Kenvue and JJ entered into a series of trademark phase-out license agreements, a Johnson’s
license agreement, a trademark coexistence agreement and various additional trademark license agreements (collectively, the
“Trademark Agreements”) that collectively govern Kenvue’s and JJ’s respective rights, responsibilities and obligations with
respect to intellectual property rights in trademarks.
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Trademark Phase-Out License Agreement
On April 3, 2023, Kenvue entered into a trademark phase-out license agreement (the “Trademark Phase-Out License Agreement”)
with JJ. Pursuant to the Trademark Phase-Out License Agreement, JJ granted Kenvue a non-exclusive, non-sublicensable
(subject to certain exceptions), non-assignable (subject to certain exceptions), royalty-free, fully paid up worldwide license to use
certain trademarks owned by JJ (the “Licensed JJ Marks”), consisting primarily of marks related to “Johnson Johnson” and
“JJ”, as well as certain marks related to “Janssen” and “CILAG”, on a transitional basis following the completion of the IPO. JJ
retains exclusive ownership of the Licensed JJ Marks, including any goodwill that might be acquired by Kenvue’s use of
such marks.
Term
The term of the Trademark Phase-Out License Agreement will be no more than 10 years following the completion of the IPO, and
Kenvue’s license to use the Licensed JJ Marks for certain specified purposes will terminate within shorter periods. Kenvue’s use
of the Licensed JJ Marks on internal or external product packaging and labels will terminate within five years from the completion
of the IPO, and Kenvue’s use of the Licensed JJ Marks in bottle or product molds and as embossed or debossed on tablets will
terminate in the next replacement cycle for such items in the ordinary course of business, but not longer than eight years from the
completion of the IPO. Each of these termination dates is subject to extension for an additional three years and an additional
two years, respectively, if, at such termination date, Kenvue continues to make use of the Licensed JJ Marks despite
commercially reasonable efforts to terminate such use. Kenvue’s use of the Licensed JJ Marks for certain corporate,
administrative and digital purposes will terminate within one year from the completion of the IPO, and Kenvue’s use of the Licensed
JJ Marks on various physical assets (excluding product packaging and labels) will terminate within two years from the completion
of the IPO; provided that, in each case, if the use of the Licensed JJ Marks in such materials is incorporated in a legal entity
name, then the phase-out period of one year or two years, as applicable, will not start until the name of such legal entity is
changed; provided further that in no event shall any such phase-out period extend more than five years following the completion of
the IPO.
Use
The license granted pursuant to the Trademark Phase-Out License Agreement extends only to Kenvue’s existing uses, and certain
intended uses, of the Licensed JJ Marks as of the date of the Trademark Phase-Out License Agreement. Kenvue is required to
adhere to certain quality standards in using the Licensed JJ Marks. Subject to certain exceptions, Kenvue is not permitted to (1)
use or register in any jurisdiction any trademarks confusingly similar to, or consisting in whole or in part of, any of the Licensed JJ
Marks or (2) register any of the Licensed JJ Marks in any jurisdiction, without, in each case, the prior written consent of JJ.
Registration, Maintenance and Enforcement
Pursuant to the Trademark Phase-Out License Agreement, JJ, at its cost, is required to use commercially reasonable efforts to
prosecute, maintain and renew, as applicable, the Licensed JJ Marks. The Trademark Phase-Out License Agreement also sets
forth various other rights, obligations and cooperative duties of JJ and Kenvue related to the prosecution, maintenance and
renewal of the Licensed JJ Marks. JJ retains the first right, but not obligation, to enforce and protect the Licensed JJ Marks at
its cost, but if JJ declines to do so, Kenvue may enforce and protect such marks at Kenvue’s cost.
Additional Trademark Phase-Out License Agreements
To facilitate certain aspects of the Separation, certain Kenvue subsidiaries and certain JJ subsidiaries have entered into separate
trademark phase-out license agreements (the “Additional Trademark Phase-Out License Agreements”) governing such Kenvue
subsidiaries’ use of certain ancillary marks primarily related to “Janssen” and “CILAG”. The Additional Trademark Phase-Out
License Agreements contain substantially the same terms as the Trademark Phase-Out License Agreement. Unless otherwise
indicated or the context otherwise requires, references to the “Trademark Phase-Out License Agreement” include the Additional
Trademark Phase-Out License Agreements.
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Johnson’s License Agreement
On April 3, 2023, Kenvue entered into a Johnson’s license agreement (the “Johnson’s License Agreement”) with JJ. Pursuant to
the Johnson’s License Agreement, JJ has granted Kenvue an irrevocable, exclusive (even as to JJ), sublicensable,
non-assignable (subject to certain exceptions), royalty-free, fully paid up license to use certain trademarks relating to the
“Johnson’s” brand (the “Licensed Johnson’s Marks”) that are owned by JJ and the ownership of which cannot be transferred to
Kenvue because local law in the relevant jurisdictions requires that there be unity of ownership between the Licensed Johnson’s
Marks and trademarks being retained by JJ.
Term
The term of the licenses granted to Kenvue pursuant to the Johnson’s License Agreement is perpetual, and termination is not an
available remedy for either party’s breach of the Johnson’s License Agreement.
Use
The licenses granted to Kenvue pursuant to the Johnson’s License Agreement extend only to “Johnson’s” branding in use as of the
date of the Trademark Coexistence Agreement and to limited expanded uses of “Johnson’s” branding. Kenvue is required to
adhere to certain quality standards in using the Licensed Johnson’s Marks.
Registration, Maintenance and Enforcement
Pursuant to the Johnson’s License Agreement, JJ is required to use commercially reasonable efforts to prosecute, maintain and
renew, as applicable, the Licensed Johnson’s Marks, and Kenvue is responsible for the costs of JJ’s efforts. With respect to the
Licensed Johnson’s Marks, Kenvue has the first right, but not obligation, to enforce and protect such marks at Kenvue’s cost, and if
Kenvue declines to do so, JJ may enforce and protect such marks at its cost.
Trademark Coexistence Agreement
On April 3, 2023, Kenvue entered into a trademark coexistence agreement (the “Trademark Coexistence Agreement”) with JJ.
The Trademark Coexistence Agreement established certain global parameters regarding (1) Kenvue’s registration and use of
trademarks related to the “Johnson’s” brand (the “Johnson’s Trademarks”) and (2) JJ’s registration and use of trademarks related
to the “JJ” company name and brand (the “JJ Trademarks” and, collectively with the Johns
on’s Trademarks, the “Coexisting
Trademarks”). These parameters are intended to avoid confusion among consumers regarding the Coexisting Trademarks.
Kenvue’s use of the Johnson’s Trademarks is limited to goods and services offered under the Johnson’s brand as of the date of the
Trademark Coexistence Agreement, certain related uses and certain additional consumer health goods and services (collectively,
the “Johnson’s Goods”), while JJ’s use of the JJ Trademarks in connection with the Johnson’s Goods is limited solely to
indications of corporate identity. The Trademark Coexistence Agreement remains in effect as long as the parties, or their
successors or assigns, are using, or intend to use, the Coexisting Trademarks. In 2024, sales of “Johnson’s” products globally
comprised less than 10% of Kenvue’s Net sales.
Additional Trademark License Agreements
Kenvue entered into various additional trademark license agreements with JJ. Pursuan
t to these agreements, Kenvue and JJ (in
such capacity, the “licensor”) have granted to the other party (in such capacity, the “licensee”) licenses to certain trademarks and,
where applicable, related know-how owned by the licensor. Kenvue does not expect these additional trademark license
agreements between Kenvue and JJ, individually or in the aggregate, to comprise a material portion of Kenvue’s trademark
portfolio nor to have a material impact on Kenvue’s business, results of operations or financial condition.
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Transition Services Agreement
On May 3, 2023, Kenvue entered into a transition services agreement (the “Transition Services Agreement”) with JJ. Pursuant to
the Transition Services Agreement, JJ provides Kenvue with specified services (the “JJ Services”), including certain information
technology, supply chain, human resources, medical safety, finance, regulatory, sales and marketing, research and development,
real estate, legal operations, government affairs, distribution and tax services, for a transitional period following the completion of
the IPO. The Transition Services Agreement is intended to help ensure an orderly transition following the completion of the IPO and
facilitate cooperation between JJ and Kenvue to exit, transition, migrate and integrate each JJ Service to Kenvue as soon as
reasonably practicable.
Services
JJ is required to provide JJ Services in compliance with applicable laws, in a professional and workmanlike manner and at a
quality level and in a manner consistent with its practice during the year preceding the completion of the IPO. JJ may, at its
option, delegate any of its obligations to perform JJ Services to third-party service providers, but JJ will remain responsible for
ensuring that the JJ Services are provided to Kenvue in accordance with the terms of the Transition Services Agreement. From
time to time, Kenvue may request that JJ provide an additional service to Kenvue and, if such service is reasonably necessary for
the operation of Kenvue’s business and was provided to Kenvue’s business during the year preceding the completion of the IPO,
JJ will be required to use commercially reasonable efforts to provide such additional service to Kenvue.
Fees
The Transition Services Agreement specifies the fees for the JJ Services, which generally are fixed amounts based on JJ’s
expected costs plus a markup and will be adjusted for inflation on an annual basis. However, for a limited number of JJ Services,
including distribution services, the applicable fees vary and are calculated based on usage, typically as a function of sales. In
addition to any such fees, Kenvue is also required to bear certain additional costs. Kenvue does not expect the aggregate net fees
and costs associated with the JJ Services under the Transition Services Agreement to be materially different tha
n the aggregate
historical costs that JJ has allocated to Kenvue for these services and, therefore, Kenvue does not expect these fees and costs to
have a material impact on Kenvue’s business, results of operations or financial condition. In 2024, in connection with these
services, Kenvue incurred aggregate costs representing less than 2% of Kenvue’s Net sales.
Term and Termination
The term for most JJ Services is expected to terminate within 24 months following the completion of the IPO. However, a limited
number of JJ Services will be provided to Kenvue for a longer period of time, not expected to exceed 72 months, generally in
cases where the applicable service relates to (1) regulatory or supply chain functions that cannot be fully transitioned to Kenvue
prior to the receipt of requisite regulatory approvals or marketing authorization transfers, (2) product stability testing where the
testing cannot be moved mid-cycle, (3) internal controls testing related to JJ Services that extend beyond the 24-month period or
(4) management of certain active pharmaceutical ingredients. The service term for any JJ Service may be extended under certain
conditions, so long as such extension does not extend beyond 24 months following the completion of the IPO or, with respect to
such limited number of services, such longer period. Kenvue will generally be required to pay an increased service fee to JJ
during any extension period. In addition, if JJ and Kenvue are unable to transition any JJ Service due to a failure to obtain
requisite regulatory approvals, the Service Period Deadline for such JJ Service shall be extended to 30 days following receipt of
such requisite regulatory approvals. The Transition Services Agreement will expire upon the expiration of the term for all JJ
Services. Kenvue may terminate any JJ Service upon advance written notice to JJ.
Liabilities and Indemnification
JJ generally has no liability to Kenvue for liabilities arising from Kenvue’s implementation, execution or use of the JJ Services.
Kenvue is generally required to indemnify JJ, its affiliates, any third-party service providers and its and their respective directors,
officers, employees, affiliates, agents and representatives for all liabilities arising from the provision of the JJ Services under the
Transition Services Agreement. However, JJ does have liability for, and is required to indemnify Kenvue, Kenvue’s affiliates and
Kenvue’s and their respective directors, officers, employees, affiliates, agents and representatives for, liabilities arising from JJ’s
or its third-party service providers’ fraud, intentional misconduct or gross negligence. JJ’s liability in such cases is limited to the
aggregate amount of fees and payments it receives pursuant to the Transition Services Agreement.
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Transition Assistance
In connection with the transition of the JJ Services to Kenvue, the Transition Services Agreement also provides that, at Kenvue’s
request, JJ may assist Kenvue in establishing Kenvue’s own standalone functions (including the development of Kenvue’s own IT
systems) pursuant to one or more statements of work to be agreed on from time to time by Kenvue and JJ. Kenvue has entered
or will enter into certain statements of work with JJ related to the development of Kenvue’s IT systems, for which Kenvue incurred
costs i
n 2024 representing less than 1.0% of Kenvue’s Net sales, with such costs being in addition to the fees incurred by Kenvue
in connection with JJ’s provision of the JJ Services. The scope of work to be performed pursuant to such statements of work,
and any resulting costs incurred by Kenvue, have declined since 2023, and Kenvue expects all such work to be completed during
the term of the JJ Services.
Transition Manufacturing Agreement
On May 3, 2023, Kenvue entered into a transition manufacturing agreement (the “Transition Manufacturing Agreement”) with JJ.
Pursuant to the Transition Manufacturing Agreement, JJ manufactures and supplies to Kenvue certain products, or components
thereof (each, a “Product”), including certain Tylenol
®
, Zyrtec
®
, Motrin
®
and Benadryl
®
products and other OTC products, on a
transitional basis following the completion of the IPO. JJ is required to (1) adhere to certain quality standards in performing its
manufacturing and supply services and (2) use commercially reasonable effort
s to acquire, at its sole cost, all raw materials
required for the manufacture and supply of the Products. In 2024, the Products collectively comprised less than 10% of Kenvue’s
Net sales.
Pricing
The Transition Manufacturing Agreement sets forth the initial prices Kenvue will pay JJ for each Product. These prices will be
adjusted annually to reflect changes in the cost of raw materials, third-party manufactured products, fees of third-party
manufacturers incurred by JJ and certain of JJ’s conversion costs. Kenvue is responsible for paying all sales taxes imposed in
connection with the supply of goods or services under the Transition Manufacturing Agreement.
Demand Forecasts
Kenvue is required to provide JJ with periodic binding and non-binding forecasts of Kenvue’s anticipated demand for each
Product, and Kenvue is generally required to submit purchase orders in line with Kenvue’s binding forecasts.
Changes
Kenvue and JJ may agree to discretionary changes to a Product’s specifications, raw materials or manufacturing process.
Kenvue and JJ will also cooperate to implement changes to any Product necessitated by the unavailability of a raw material or
applicable legal requirements.
Term and Termination
The term of manufacturing services under the Transition Manufacturing Agreement varies with respect to each Product and
manufacturing facility and ranges from 3 months to 60 months with respect to Tylenol
®
Products, 21 months to 60 months with
respect to Zyrtec
®
Products, 21 months to 60 months with respect to Motrin
®
Products and 12 months to 60 months with respect to
Benadryl
®
Products. In certain cases, the term for a Product may be extended for up to three additional periods of 12 months each
if the transition is delayed due to circumstances beyond Kenvue’s reasonable control. Kenvue expects that most Products will have
transitioned within three years following the completion of the IPO.
The Transition Manufacturing Agreement will expire following the expiration of the term for all Products and satisfaction of all
manufacturing service obligations related to the Products (including quality assurance and ongoing stability testing services).
Kenvue may terminate the Transition Manufacturing Agreement, or the supply of any particular Product thereunder, upon advance
written notice to JJ, provided that Kenvue bear the costs of any inefficiencies incurred in connection with such termination. JJ
may, under certain circumstances, terminate the supply of a Product after written notice to Kenvue that the manufacture or supply
of such Product has become prohibited by law and if JJ and Kenvue are unable to determine mutually acceptable changes to
such Product to comply with applicable law.
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Liabilities and Indemnification
Kenvue’s recourse against JJ for any defect in the Products is generally limited to having the defective Product replaced or
receiving a refund at Kenvue’s option, and Kenvue’s recourse against JJ is generally limited, on a facility-by-facility basis, to the
aggregate amount of fees and payments it receives for Products manufactured at a facility. Kenvue is generally required to
indemnify JJ, its affiliates and its and their respective directors, officers, employees, agents and representatives against damages
incurred from third-party claims arising from the sale or use of the Products, from JJ’s manufacturing or supplying Kenvue with
Products pursuant to the Transition Manufacturing Agreement or from Kenvue’s fraud, intentional misconduct or gross negligence
in connection with performance of Kenvue’s obligations under the Transition Manufacturing Agreement. However, JJ is required to
indemnify Kenvue, Kenvue’s affiliates and Kenvue’s and their respective directors, officers, employees, agents and representatives
against damages incurred from third-party claims arising from JJ’s fraud, intentional misconduct or gross negligence in connection
with its performance under the Transition Manufacturing Agreement.
Registration Rights Agreement
On May 3, 2023, Kenvue and JJ entered into a registration rights agreement (the “Registration Rights Agreement”) pursuant to
which Kenvue has granted to JJ certain registration rights with respect to the shares of Kenvue common stock owned by JJ. JJ
had the ability to transfer these rights in certain limited circumstances, including in connection with an equity-for-debt exchange to a
third-party lender (collectively with JJ, “Holders”), and such Holders would thereafter be bound by the terms of the Registration
Rights Agreement. Pursuant to the Registration Rights Agreement, the Holders would be able to request registration under the
Securities Act of 1933, as amended, of all or any portion of their shares of Kenvue common stock covered by the Registration
Rights Agreement, and Kenvue would obligated, subject to limited exceptions, to register such shares as requested by the Holders.
In May 2024, pursuant to the Registration Rights Agreement, the Holders completed the sale of all the remaining shares of Kenvue
common stock held by JJ.
Reverse Transition Services Agreement
On May 3, 2023, Kenvue entered into a reverse transition services agreement (the “Reverse Transition Services Agreement”) with
JJ prior to the completion of the IPO. Pursuant to the Reverse Transition Services Agreement, Kenvue provides JJ with specified
services (the “Kenvue Services”), including certain information technology, supply chain, medical safety, finance, regulatory, sales
and marketing, real estate and distribution services, for a transitional period following the completion of the IPO. The Reverse
Transition Services Agreement is intended to help ensure an orderly transition following the completion of the IPO and facilitates
cooperation between JJ and Kenvue to exit, transition, migrate and integrate each Kenvue Service to JJ as soon as
reasonably practicable.
Services
Kenvue is required to provide Kenvue Services in compliance with applicable laws, in a professional and workmanlike manner and
at a quality level and in a manner consistent with Kenvue’s practice during the year preceding the completion of the IPO. Kenvue
may, at Kenvue’s option, delegate any of Kenvue’s obligations to perform Kenvue Services to third-party service providers, but
Kenvue will remain responsible for ensuring that the Kenvue Services are provided to JJ in accordance with the terms of the
Reverse Transition Services Agreement. From time to time, JJ may request that Kenvue provide an additional service to JJ and,
if such service is reasonably necessary for the operation of JJ’s business and was provided to JJ’s business during the year
preceding the completion of the IPO, Kenvue will be required to use commercially reasonable efforts to provide such additional
service to JJ.
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Fees
The Reverse Transition Services Agreement specifies the fees for the Kenvue Services, which will generally be fixed amounts
based on Kenvue’s expected costs plus a markup and be adjusted for inflation on an annual basis. However, for a limited number
of Kenvue Services, including distribution services, the applicable fees will vary and be calculated based on usage, typically as a
function of sales. In addition to such fees, JJ is also required to bear certain additional costs. Kenvue does not expect the
aggregate net fees and costs associated with the Kenvue Services under the Reverse Transition Services Agreement to have a
material impact on Kenvue’s business, results of operations or financial condition. In 2024, in connection with these services, JJ
credited to Kenvue an aggregate amount representing less than 0.1% of Kenvue’s Net sales.
Term and Termination
The term for most Kenvue Services is expected to terminate within 24 months following the completion of the IPO. However, a
limited number of Kenvue Services will be provided to JJ for a longer period of time, not to exceed 84 months, generally in cases
where the applicable service relates to (1) regulatory or supply chain functions that cannot be fully transitioned to JJ prior to the
receipt of requisite regulatory approvals or marketing authorization transfers or (2) internal controls testing related to Kenvue
Services that extend beyond the 24-month period. The service term for any Kenvue Service may be extended under certain
conditions, so long as such extension does not extend beyond 24 months following the completion of the IPO or, with respect to
such limited number of services, such longer period (each, a “Kenvue Service Period Deadline”). JJ will generally be required to
pay an increased service fee to Kenvue during any extension period. In addition, if Kenvue and JJ are unable to transition any
Kenvue Service due to a failure to obtain requisite regulatory approvals, the Kenvue Service Period Deadline for such Kenvue
Service shall be extended to 30 days following receipt of such requisite regulatory approvals.
The Reverse Transition Services Agreement will expire upon the expiration of the term for all Kenvue Services. JJ may terminate
any Kenvue Service upon advance written notice to Kenvue.
Liabilities and Indemnification
Kenvue will generally have no liability to JJ for liabilities arising from JJ’s implementation, execution or use of the Kenvue
Services. JJ will generally be required to indemnify Kenvue, Kenvue’s affiliates, any third-party service providers and Kenvue’s
and their respective directors, officers, employees, affiliates, agents and representatives for all liabilities arising from the provision
of the Kenvue Services under the Reverse Transition Services Agreement. However, Kenvue will have liability for, and will be
required to indemnify JJ, its affiliates and its and their respective directors, officers, employees, affiliates, agents and
representatives for, liabilities arising from Kenvue’s or Kenvue’s third-party service providers’ fraud, intentional misconduct or gross
negligence. Kenvue’s liability in such cases shall be limited to the aggregate amount of fees and payments Kenvue receives
pursuant to the Reverse Transition Services Agreement.
Reverse Transition Manufacturing Agreement
On July 3, 2023, Kenvue entered into a reverse transition manufacturing agreement (the “Reverse Transition Manufacturing
Agreement”) with JJ. Pursuant to the Reverse Transition Manufacturing Agreement, Kenvue manufactures and supplies to JJ
certain products, or components thereof (each, a “JJ Product”), on a transitional basis. Kenvue is required to (1) adhere to certain
quality standards in performing Kenvue’s manufacturing and supply services and (2) use commercially reasonable efforts to
acquire, at Kenvue’s sole cost, all raw materials required for the manufacture and supply of the JJ Products.
Pricing
The Reverse Transition Manufacturing Agreement sets forth the initial prices that JJ will pay Kenvue for each JJ Product. These
prices will be adjusted annually to reflect changes in the cost of raw materials, third party manufactured products, fees of third party
manufacturers incurred by Kenvue and certain of its conversion costs. JJ is responsible for paying all sales taxes imposed in
connection with the supply of goods or services under the Reverse Transition Manufacturing Agreement.
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Demand Forecasts
JJ is required to provide Kenvue with periodic binding and non-binding forecasts of its anticipated demand for each JJ Product,
and JJ is generally required to submit purchase orders in line with its binding forecasts.
Changes
Kenvue and JJ may agree to discretionary changes to a JJ Product’s specifications, raw materials or manufacturing process.
Kenvue and JJ will also cooperate to implement changes to any JJ Product necessitated by the unavailability of a raw material
or applicable legal requirements.
Term and Termination
The term of manufacturing services under the Reverse Transition Manufacturing Agreement varies with respect to each JJ
Product and ranges from 12 months to 60 months. In certain cases, the term for a JJ Product may be extended for up to three
additional periods of 12 months each if the transition is delayed due to circumstances beyond JJ’s reasonable control. JJ
expects that most JJ Products will have transitioned within 60 months.
The Reverse Transition Manufacturing Agreement will expire following the expiration of the term for all JJ Products and
satisfaction of all manufacturing service obligations related to the JJ Products (including quality assurance and ongoing stability
testing services). JJ has the right to terminate the Reverse Transition Manufacturing Agreement, or the supply of any particular
JJ Product thereunder, upon advance written notice to Kenvue, provided that JJ bears the costs of any inefficiencies incurred in
connection with such termination. Kenvue has the right, under certain circumstances, to terminate the supply of a JJ Product after
written notice to JJ that the manufacture or supply of such JJ Product has become prohibited by law and if JJ and Kenvue are
unable to determine mutually acceptable changes to such JJ Product to comply with applicable law.
Liabilities and Indemnification
JJ’s recourse against Kenvue for any defect in the JJ Products is generally limited to having the defective JJ Product replaced
or receiving a refund at JJ’s option and JJ’s recourse against Kenvue is generally limited to the aggregate amount of fees and
payments Kenvue receives for JJ Products manufactured at the facility. JJ is generally required to indemnify Kenvue, its
affiliates and Kenvue and its affiliates’ respective directors, officers, employees, agents and representatives against damages
incurred from third-party claims arising from the sale or use of the JJ Products, from Kenvue’s manufacturing or supplying JJ
with JJ Products pursuant to the Reverse Transition Manufacturing Agreement or from JJ’s fraud, intentional misconduct or
gross negligence in connection with performance of JJ’s obligations under the Reverse Transition Manufacturing Agreement.
However, Kenvue is required to indemnify JJ, its affiliates and its and their respective directors, officers, employees, agents and
representatives against damages incurred from third-party claims arising from Kenvue’s
fraud, intentional misconduct or gross
negligence in connection with Kenvue’s performance under the Reverse Transition Manufacturing Agreement.
Quality Agreement
Pursuant to the Transition Services Agreement, Transition Manufacturing Agreement, Reverse Transition Services Agreement and
Reverse Transition Manufacturing Agreement, Kenvue and JJ entered into a quality agreement, which governs the exchange of
information related to quality and regulatory compliance with regard to products as needed for Kenvue’s and JJ’s respective
quality and regulatory compliance obligations, as well as for Kenvue’s and JJ’s respective pharmacovigilance obligations, during
the transition period.
Data Transfer and Sharing Agreement
On May 3, 2023, Kenvue entered into a data transfer and sharing agreement (the “Data Transfer and Sharing Agreement”) with
JJ. The Data Transfer and Sharing Agreement sets forth protocols that govern the request, transfer, extraction, traceability,
retention and deletion of certain Data primarily related to or used or held for use primarily in connection with either party’s business
or operations in the other party’s possession as of the completion of the IPO, certain Data created by JJ solely for Kenvue or on
Kenvue’s behalf in relation to the services under the Transition Services Agreement in JJ’s possession as of or after the
completion of the IPO, certain Data created by Kenvue solely for JJ or on JJ’s behalf in relation to the services under
the Reverse Transition Services Agreement in Kenvue’s possession as of or after the completion of the IPO and certain Data
requested by Kenvue or JJ pursuant to the Separation Agreement.
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The Data Transfer and Sharing Agreement also established a joint data committee, comprised of representatives from Kenvue and
JJ, that is responsible for providing general oversight and strategic planning to facilitate the efficient and orderly extraction and
transfer of such Data or alternative access to certain shared Data, where transfers are not practicable. The term of the Data
Transfer and Sharing Agreement is perpetual.
Other Agreements with JJ
Real Estate Agreements
JJ’s owned real property and leased space has been allocated to JJ or Kenvue, as the case may be, in a manner that is
consistent with the different business uses and needs of JJ and Kenvue. To the extent owned property or leased space is to be
shared by JJ and Kenvue on a long-term basis or associated real estate services need to be provided by one party to the other,
Kenvue has entered, and will continue to enter, into various lease, sublease and license agreements with JJ that will govern each
party’s rights and obligations with respect to any such owned or leased property, shared space or service provided. In addition,
certain facilities will, pursuant to transition services agreements, be shared between JJ and Kenvue for a limited period of time
following the completion of the IPO.
Royalty Monetization Agreements
In connection with the October 2021 corporate restructuring of Johnson Johnson Consumer Inc. (“Old JJCI”), Old JJCI and its
affiliates entered into purchase and sale agreements (the “Royalty Monetization Agreements”) with Royalty AM LLC (“RAM”), an
indirect wholly owned subsidiary of JJ, pursuant to which Old JJCI and its affiliates transferred to RAM their rights to receive four
streams of royalties from certain third parties representing an aggregate value of $367.1 million. The royalty streams generally
derive from third-party sales of certain branded products, primarily Lactaid
®
sold in the United States. RAM’s rights to these royalty
streams commenced with royalties payable in October 2021 and terminate with royalties payable for third-party Lactaid
®
branded
sales after December 2028 and for other products between December 2027 and November 2031 (each, a “Royalty Conclusion
Date”). As a result of the Old JJCI corporate restructuring, the former rights of Old JJCI and its affiliates with respect to these
underlying royalty streams were transferred to a second entity named Johnson Johnson Consumer Inc., a New Jersey company
(“New JJCI”) and its affiliates. New JJCI’s operations, assets and liabilities, including these underlying royalty streams, were
transferred to Kenvue in connection with the Separation. Following each Royalty Conclusion Date, the underlying royalty
arrangements, unless perpetual in nature, will be due for renewal between each third party and Kenvue. In addition, prior to the
applicable Royalty Conclusion Date for each royalty stream, or within 12 months thereafter, RAM will maintain a right of first
negotiation to purchase from Kenvue the rights to the royalties (or any portion thereof) that are payable to Kenvue from such
stream following such Royalty Conclusion Date.
Certain Related Persons Transactions with Directors
Ms. Hofstetter is the president of Profitero, Ltd., a subsidiary of Publicis Groupe S.A. Kenvue paid Profitero, Ltd. approximately $1.2
million in 2024 for advertising and marketing services. Mr. Perry was the president and CEO of Circana, Inc. until December 2024.
Kenvue paid Circana approximately $7.6 million in 2024 for consumer data, analytics, and insights services. These services were
provided to Kenvue on an arm’s-length basis and neither Ms. Hoffstetter nor Mr. Perry had or have a role in Kenvue’s decision
making with respect to which firms to utilize for these services.
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Attending the Annual Meeting
How can I attend the Annual Meeting?
You can attend the Annual Meeting by visiting
www.virtualshareholdermeeting.com/KVUE2025
, where you will be able to listen
to the meeting live, submit questions, and vote online. We have decided to hold a virtual meeting because it improves shareholder
access, encourages greater global participation, lowers costs compared to an in-person event, and aligns with our broader
sustainability goals. Shareholders attending the virtual meeting will be afforded the same rights and opportunities to participate as
they would at an in-person meeting.
The Annual Meeting will start at
9:00
a.m. Eastern Time on
May 22, 2025
. We recommend that you log in a few minutes early to
ensure you are logged in when the meeting starts. Online check-in will begin at 8:45 a.m. Eastern Time. To enter the meeting, you
will need the 16-digit control number, which is included in the Notice of Internet Availability of Proxy Materials (the “Notice of
Internet Availability”), on your proxy card if you are a shareholder of record, or included with your voting instruction card and voting
instructions received from your broker, bank, trustee, or other holder of record if you hold your shares of common stock in
“street name.”
Will I be able to ask questions and participate in the virtual Annual Meeting?
After voting has taken place and the formal meeting has adjourned, we will hold a brief question and answer session. Only
share
holders of record as of the record date for the Annual Meeting and their proxy holders may submit questions. You will be able
to submit questions prior to the Annual Meeting by visiting
www.proxyvote.com
or at the Annual Meeting by joining the virtual
Annual Meeting and typing your question in the box provided.
To help ensure that we have a productive and efficient meeting, we ask that you limit your submission to one brief question that is
relevant to the Annual Meeting or Kenvue’s business. Questions may be grouped by topic by Kenvue management with a
representative question read aloud and answered. In addition, questions may be deemed to be out of order if they are, among
other things, irrelevant to our business, repetitious of statements already made, or in furtherance of the speaker’s own personal,
political, or business
interests. We do not intend to post questions received during the Annual Meeting on our website.
Voting Procedures
Who may vote at the Annual Meeting?
Only shareholders of record of our common stock as of the close of business on our record date,
March 24, 2025
, are entitled
to
receive notice of and to vote at the Annual Meeting and at any postponement or adjournment of the meeting.
As of the record date,
there were 1,918,691,179 shares of our common stock outstanding and entitled to vote at the Annual Meeting, and each share of
our common stock is entitled to one vote.
How do I vote?
If you hold your shares in a brokerage account in your broker’s name (“street name”), you will receive voting instructions provided
by your broker, bank, trustee or nominee. If you would like to vote your shares at the virtual Annual Meeting, you will need to
obtain a valid proxy from the broker, bank, trustee or nominee that holds your shares giving you the right to vote the shares at
the meeting.
If you are a registered shareholder (your Kenvue shares are registered in your own name with our transfer agent, Computershare
Trust Company, N.A.), then you can vote any one of four ways:
•
Via the Internet Prior to the Annual Meeting.
You may vote by visiting
www.proxyvote.com
and entering the 16-digit control
number found in the Notice of Internet Availability, proxy card or voting instruction form.
•
By Telephone.
You may vote by calling 800-690-6903, the toll-free number found in the proxy ca
rd,
voting instruction form or
provided on the website listed on the Notice of Internet Availability.
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•
By Mail.
If you received or requested printed copies of the proxy materials by mail, you may vote by proxy by filling out the proxy
card (if you are a shareholder of record) or voting instruction form (if you are a beneficial owner) and sending it back in the
envelope provided.
•
Via the Internet During the Annual Meeting.
Even if you plan to attend the Annual Meeting, you are encouraged to vote
beforehand by Internet, telephone or mail. You may also vote during the Annual Meeting (up until the closing of the polls) by
visiting
www.virtualshareholdermeeting.com/KVUE2025
, entering the 16-digit control number found in the Notice of Internet
Availability, proxy card or voting instruction form and following the instructions available on the website.
Telephone and internet voting will close at
11:59 p.m. Eastern Time on
May 21, 2025
, except with respect to shares held in a
Kenvue employee savings plan, which must be submitted by 5:00 p.m. Eastern Time on
May 19, 2025
. See “Can employees who
participate in a Kenvue Savings Plan v
ote?” below for voting instructions regarding shares held under a Kenvue employee
savings plan.
What happens if I do not give specific voting instructions when I deliver my proxy?
•
Shareholder of Record.
The persons named as proxies will vote your shares in accordance with your instructions. Except as
noted below with respect to shares held in a Kenvue employee savings plan (“Kenvue Savings Plan”), if your properly executed
proxy does not contain voting instructions, the persons named as proxies will vote your shares in accordance with the voting
recommendations of the Board.
•
Beneficial Owner of Shares Held in Street Name.
If you are the beneficial owner of shares held in street name, you have the
right to direct your bank or broker how to vote your shares, and it is required to vote your shares in accordance with your
instructions. If you do not give instructions to your bank or brokerage firm, under stock exchange rules, it will nevertheless be
entitled to vote your shares with respect to “routine” matters, but it will not be permitted to vote your shares with respect to
“non-routine” matters. In the case of a non-routine matter, your shares will be considered “broker non-votes” on that proposal.
Proposal 3 (ratification of the appointment of the independent registered public accounting firm) is a matter the Company believes
will be considered “routine”.
Proposal 1 (election of directors) and Proposal 2 (advisory approval of executive compensation) are matters the Company believes
will be considered “non-routine”.
If you are a beneficial owner and do not give voting instructions to your bank or brokerage firm on certain matters, the Company
believes your bank or broker may vote your shares with respect to Proposal 3, but not Proposals 1 and 2.
Can employees who participate in a Kenvue Savings Plan vote?
Yes. If you are an employee who participates in a Kenvue Savings Plan, you can vote the shares (if any) that are deemed to be in
your account as of the close of business on
March 24, 2025
.
To do so, you must sign and return the proxy card or vote by the Internet or telephone, as instructed in the proxy materials you
received in connection with these shares in the Kenvue Savings Plan. Voting instructions must be received no later than 5:00 p.m.
Eastern Time on
May 19, 2025
, so that the trustee (who votes the shares on behalf of the participants of a Kenvue Savings Plan)
has adequate time to tabulate the voting instructions. The trustee will vote those shares you instruct. If you do not provide voting
instructions, the trustee will vote your Kenvue Savings Plan shares in the same proportion as the Kenvue Savings Plan shares of
other participants for which the trustee has received proper voting instructions, if the voted shares are at 5% or above of allocated
shares. If the voted shares in that plan are less than 5% of allocated shares, the Trustee may vote any undirected shares in
its discretion.
What constitutes a quorum in order to hold and transact business at the Annual Meeting?
The presence in person or by proxy of the holders of record of a majority of voting power of the outstanding capital stock entitled to
vote at the meeting constitutes a quorum to call the Annual Meeting. Votes “for” and “against,” abstentions and broker non-votes
will all be counted as present to determine whether a quorum has been established. If a share of the Company’s common stock is
represented for any purpose at a meeting, it is deemed present for quorum purposes for all other business conducted at the
meeting and any adjournments of the meeting unless a new record date is or must be set for the adjourned meeting. If a quorum is
not present at the opening of the meeting, the meeting may be adjourned from time to time by the chair of the meeting or by a vote
of a majority of the voting power present in person or represented by proxy at the meeting.
|
98
|
2025
Proxy Statement
|
|
Information About the Annual Meeting
What is the voting requirement to approve each of the proposals?
Assuming the existence of a quorum at the Annual Meeting:
•
Each director nominated pursuant to Proposal 1 must receive a vote “for” their election from a majority of the votes cast;
•
For Proposal 2 and Proposal 3, the affirmative vote of a majority of the 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 each
such proposal.
Abstentions and broker non-votes are not treated as votes either for or against a matter. Abstentions and broker non-votes will
have no effect on the election of directors (Proposal 1). Abstentions will have the effect of votes “against” the proposal to approve,
on an advisory basis, the compensation of the Company’s NEOs (Proposal 2), and the proposal to ratify the appointment of PwC
as the Company’s independent registered public accounting firm for the fiscal year ending December 28, 2025 (Proposal 3). Broker
non-votes will have no effect on the proposals to approve, on an advisory basis, the compensation of the Company’s NEOs
(Proposal 2). Because the ratification of the appointment of PwC as the Company’s independent registered public accounting firm
for the fiscal year ending December 28, 2025 (Proposal 3) 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 Proposal 3.
Can I revoke my proxy or change my vote after I have voted?
You may revoke your proxy and change your vote at any time before the final vote at the Annual Meeting by timely voting again via
the Internet prior to or during the Annual Meeting or by telephone, by completing, signing, dating and returning a new proxy card or
voting instruction form with a later date. Only your latest dated proxy we receive at or prior to the Annual Meeting will be counted.
Your virtual attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again.
Who will count the votes?
We have retained representatives of Broadridge Financial Solutions, Inc. as the inspectors of election to tabulate the votes and
certify the vote results.
Where can I find the voting results of the Annual Meeting?
We expect to announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Form 8-K filed
with the SEC within the time period prescribed by SEC rules.
How are proxies solicited and what is the cost?
We are providing these proxy materials in connection with the solicitation by our Board of proxies to be voted at our Annual
Meeting. We bear all expenses incurred in connection with the solicitations of proxies. We have engaged Sodali Co to solicit
proxies for an estimated fee of $20,000, plus expenses. In addition to the solicitation of proxies by mail and electronically, Kenvue
intends to ask brokers and bank nominees to solicit proxies from their principals and will pay the brokers and bank nominees their
expenses for the solicitation. Our directors, officers and employees also may solicit proxies by mail, telephone, electronic or
facsimile transmission or in person. They will not receive any additional compensation for these activities.
|
|
2025
Proxy Statement
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99
|
Information About the Annual Meeting
2025
Proxy Materials
Why am I receiving these proxy materials?
Our Board of Directors has made these materials available to you on the Internet or has delivered printed versions of these
materials to you by mail in connection with the Board’s solicitation of proxies for use at our Annual Meeting. As a shareholder, you
are invited to attend the Annual Meeting and are requested to vote on the items of business described in this proxy statement.
Why did I receive a Notice of Internet Availability in the mail instead of printed proxy materials?
In accordance with SEC rules, instead of mailing a printed copy of our proxy materials to all of our shareholders, we have elected
to furnish such materials to selected shareholders by providing access to these documents over the Internet. Accordingly, on or
about
April 9, 2025
, we sent a Notice of Internet Availability to most of our shareholders.
These shareholders have the ability to access the proxy materials on a website referred to in the Notice of Internet Availability or
request to receive a printed set of the proxy materials by calling the toll-free number or emailing the address found on the Notice of
Internet Availability. We encourage you to take advantage of the availability of the proxy materials on the Internet in order to help
save natural resources and reduce the cost to print and distribute the proxy materials.
How can I get electronic access to the proxy materials?
The Notice of Internet Availability provides you with instructions regarding how to:
•
view our proxy materials for the Annual Meeting on the Internet;
•
vote your shares after you have viewed our proxy materials;
•
request a printed copy of the proxy materials; and
•
instruct us to send our future proxy materials to you electronically by email.
What is “householding”?
We have adopted a practice approved by the SEC called ‘‘householding.’’ This means that shareholders who have the same
address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of the Notice of
Internet Availability and our
2024
Annual Report to Shareholders and proxy statement unless one or more of these shareholders
notifies us that they wish to continue receiving individual copies. This procedure reduces printing costs, postage fees, and the
environmental impact. Each shareholder who participates in householding will continue to be able to access or receive a separate
proxy card.
Shareholders may revoke their consent to future householding mailings or enroll in householding by contacting Broadridge at 1-
866-540-7095, or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you
would like to receive a separate
2024
Annual Report to Shareholders or proxy statement, please send an email to
chair@kenvue.com
.
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100
|
2025
Proxy Statement
|
|
Additional Information
Shareholder Proposals, Director Nominations by
Shareholders and Other Items of Business
Proposals and other items of business must be addressed to the Corporate Secretary of Kenvue at the address of our principal
office: 1 Kenvue Way, Summit, New Jersey 07901.
|
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
|
Our Amended and Restated Bylaws can be found at
investors.kenvue.com/governance.
Information Requests
Our Form 10-K is available free of charge on our investor website at
investors.kenvue.com
. No other information on our website
is incorporated by reference in or considered to be a part of this document. You may also request a free copy of our Form 10-K by
sending an email to
Kenvue_IR@Kenvue.com
.
Other Matters
The Board knows of no other matters to be brought before the Annual Meeting. If any other business should properly come before
the Annual Meeting or any postponement or adjournment thereof, the persons named in the proxy will vote on such matters
according to their best judgment.
Cautions Concerning Forward-Looking Statements
This proxy statement contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the use of words such as “plans,” “expects,” “will,” “anticipates,” “estimates” and
other words of similar meaning. The reader is cautioned not to rely on these forward-looking statements. These statements are
based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or
uncertainties materialize, actual results could vary materially from the expectations and projections of Kenvue and its affiliates.
A list and descriptions of risks, uncertainties and other factors can be found in Kenvue’s filings with the Securities and Exchange
Commission, including its Annual Report on Form 10-K for the fiscal year ended
December 29, 2024
and subsequent Quarterly
Reports on Form 10-Q and other filings, available at
www.kenvue.com
or on request from Kenvue. Kenvue and its affiliates
undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or
developments or otherwise.
|
|
2025
Proxy Statement
|
101
|
Appendix -
Non-GAAP
Financial Measures
The Company uses certain non-GAAP financial measures to supplement the financial measures prepared in accordance with
accounting principles generally accepted in the United States of America
(“U.S. GAAP”)
. There are limitations to the use of the
non-GAAP financial measures presented herein. These non-GAAP financial measures are not prepared in accordance with U.S.
GAAP nor do they have any standardized meaning under U.S. GAAP. In addition, other companies may use similarly titled non-
GAAP financial measures that are calculated differently from the way the Company calculates such measures. Accordingly, the
non-GAAP financial measures may not be comparable to such similarly titled non-GAAP financial measures used by other
companies. The Company cautions you not to place undue reliance on these non-GAAP financial measures, but instead to
consider them with the most directly comparable U.S. GAAP measure. These non-GAAP financial measures have limitations as
analytical tools and should not be considered in isolation. These non-GAAP financial measures should be considered supplements
to, not substitutes for, or superior to, the corresponding financial measures calculated in accordance with U.S. GAAP.
The Company believes the presentation of these measures is relevant and useful for investors because it allows investors to view
performance in a manner similar to the method used by management. The Company believes these measures help improve
investors’ ability to understand the Company’s operating performance and makes it easier to compare the Company’s results with
other companies. In addition, the Company believes these measures are also among the primary measures used externally by the
Company’s investors, analysts, and peers in its industry for purposes of valuation and comparing the operating performance of the
Company to other companies in our industry. These measures are also used to evaluate senior management and are a factor in
determining their performance under our incentive programs.
Below are definitions for the non-GAAP measures used in this proxy statement.
Adjusted diluted earnings per share: We define our reported Adjusted diluted earnings per share as Adjusted net income divided by
the weighted average number of diluted shares outstanding. Management views this non-GAAP measure as useful to investors as
it provides a supplemental measure of the Company’s performance over time.
For purposes of measuring incentive performance, Adjusted diluted earnings per share is also adjusted to eliminate the impact
of any unbudgeted significant acquisition, divestiture, accounting or tax law change, special items and intangible
amortization expense.
Adjusted gross profit margin: We define our reported Adjusted gross profit margin as U.S. GAAP Gross profit margin adjusted for
amortization of intangible assets, Separation-related costs, conversion of stock-based awards, stock-based awards granted to
individuals employed by Kenvue as of October 2, 2023 (“Founder Shares”), and operating model optimization initiatives.
Management believes this non-GAAP measure is useful to investors as it provides a supplemental perspective to the Company’s
operating efficiency over time.
For purposes of measuring incentive performance, Adjusted gross profit margin also excludes the impact of currency exchange
rate changes, and any unbudgeted significant acquisition, divestiture, or accounting change.
Adjusted net income: We define Adjusted net income as U.S. GAAP Net income adjusted for amortization of intangible assets,
restructuring expenses and operating model optimization initiatives, Separation-related costs, conversion of stock-based awards,
Founder Shares, impairment charges, the impact of the Deferred Markets, litigation (income) expense, losses on investments,
interest income from a related party note, tax indemnification releases, and their related tax impacts (i.e. special items). Adjusted
net income excludes the impact of items that may obscure trends in our underlying performance. Management believes this
non-GAAP measure is useful to investors as the Company uses Adjusted net income for strategic decision making, forecasting
future results, and evaluating current performance.
For purposes of measuring incentive performance, Adjusted net income also excludes the impact of any currency exchange rate
changes, and any significant unbudgeted acquisition, divestiture, or accounting or tax law change.
|
102
|
2025
Proxy Statement
|
|
Appendix - Non-GAAP Financial Measures
Adjusted operating income: We define Adjusted operating income as U.S. GAAP Operating income adjusted for amortization of
intangible assets, restructuring expenses and operating model optimization initiatives, Separation-related costs, conversion of
stock-based awards, Founder Shares, impairment charges, the impact of the deferred transfer of certain assets and liabilities from
Johnson Johnson in certain jurisdictions (the “Deferred Markets”), and litigation (income) expense. Management believes this
non-GAAP measure is useful to investors as management uses Adjusted operating income to assess the Company’s
financial performance.
Adjusted operating income margin: We define Adjusted operating income margin as Adjusted operating income as a percentage of
U.S. GAAP Net sales. Management believes this non-GAAP measure is useful to investors as it provides a supplemental
perspective to the Company’s operating efficiency over time.
Free cash flow: We define Free cash flow as U.S. GAAP Net cash flows from operating activities adjusted for Purchases of
property, plant, and equipment. Management believes this non-GAAP measure is useful to investors as it provides a view of the
Company’s liquidity after deducting capital expenditures, which are considered a necessary component of our ongoing operations.
For purposes of measuring incentive performance, Free cash flow also excludes the impact of any unbudgeted significant
acquisition, divestiture or accounting or tax law change.
Organic net sales: For purposes of measuring incentive performance, we define Organic net sales as U.S. GAAP Net sales
excluding the impact of any currency exchange rate changes compared to the target, and excluding any significant unbudgeted
acquisition, divestiture, or accounting change.
Organic sales: We define Organic sales as U.S. GAAP Net sales excluding the impact of changes in foreign currency exchange
rates and the impact of acquisitions and divestitures. We report changes in Organic sales on a period-over-period basis. We
previously referred to this non-GAAP financial metric as “Organic growth”. Management believes reporting period-over-period
changes in Organic sales provides investors with additional, supplemental information that is useful in assessing the Company’s
results of operations by excluding the impact of certain items that we believe do not directly reflect our underlying operations.
|
|
2025
Proxy Statement
|
103
|
Appendix - Non-GAAP Financial Measures
Non-GAAP Financial Measures Reconciliation
|
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
%
|
(1)
Acquisitions and divestitures did not materially impact the reported Net sales change.
|
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
|
SGA/
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)
|
|
104
|
2025
Proxy Statement
|
|
Appendix - Non-GAAP Financial Measures
|
(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
|
|
|
2025
Proxy
Statement
|
TABLE OF CONTENTS
Message from the Chair of our Board iNotice of 2025 Annual Meetingof ShareholdersAbout our BusinessVoting RoadmapProxy Statement SummaryProposal 1Election of DirectorsDirector Nomination ProcessBoard Skills MatrixDirector NomineesCorporate GovernanceBoard Culture Governance PracticesBoard Leadership StructureDirector IndependenceBoard Meeting AttendanceCommittees of the BoardBoard and Committee EvaluationsBoard Oversight ResponsibilitiesOversight of StrategyOversight of Risk ManagementOversight of CybersecurityOversight of Human Capital and Succession PlanningOversight of our ESG StrategyShareholder EngagementOther Governance PoliciesCommunications with our BoardDirector Compensation2024 Director Compensation TableStock Ownership GuidelinesPolicy Against Hedging, Pledging andShort-SellingExecutive OfficersExecutive CompensationProposal 2Approve, on a Non-BindingAdvisory Basis, Named ExecutiveOfficer Compensation