Independent
Tenure on this board
3.1 yrs
Also a director at
Starbucks Corp (SBUX)
12 nominees · 3 ballot items.
Elect 12 director nominees; approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers (say-on-pay); and ratify PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
Elect the 12 director nominees named in the proxy statement to serve until the next annual meeting and until their successors are elected and qualified.
Non-binding advisory (say-on-pay) vote to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion & Analysis, compensation tables, and related narrative.
This proposal asks shareholders to cast a non-binding advisory vote approving the total compensation paid to Kenvue’s named executive officers as described in the proxy (the ‘‘say-on-pay’’ vote). Management is seeking an affirmative advisory vote to endorse its compensation philosophy, which emphasizes pay-for-performance through a mix of base salary, annual incentives tied to organic sales, adjusted gross profit margin, adjusted net income and free cash flow, and long-term incentives weighted toward performance share units, options and RSUs. The Compensation & Human Capital Committee highlights that the program is designed to align executive incentives with long-term shareholder value, includes robust stock ownership guidelines, clawback provisions, and independent consultant benchmarking, and that 2025 pay decisions reflected company performance and strategic actions including sign-on and retention awards tied to talent acquisition and the Pending Transaction. Notably, compensation in 2025 included special elements—such as sign-on awards, accelerated vesting and potential transaction-related bonuses (including a potential transaction bonus for the CEO) and certain 280G mitigation steps—taken in the context of the Company’s pending merger with Kimberly-Clark; management argues these were necessary to retain critical leadership and align incentives through the transaction. The vote is advisory and non-binding, but management will consider the results when setting future compensation; the proxy also notes prior shareholder support (approximately 97% in 2025) and ongoing shareholder engagement. Opposing considerations include the presence of one-time sign-on, retention and potential transaction bonuses and mitigation payments that may be viewed by some investors as out-of-pattern relative to ongoing incentive design, together with governance considerations around change-in-control outcomes; management addresses these via disclosure, limits (caps and governance review), and explanation of retention needs during the strategic review and transaction period. In evaluating the proposal, sophisticated analysts should weigh the program’s structural alignment to long-term metrics and risk controls against the near-term, transaction-driven compensation elements and the extent to which those elements are justified by retention necessity and the merger context. The Board’s unanimous recommendation for FOR reflects its view that the overall program appropriately balances pay-for-performance, retention needs arising from the Pending Transaction, and protections for shareholders through governance features and committee oversight.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Kenvue’s independent registered public accounting firm for 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.48% | 124,424,037 | $2.1B |
| 2 | STATE STREET CORP | 6.23% | 119,571,246 | $2.1B |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.82% | 92,464,388 | $1.6B |
| 4 | FMR LLC | 3.39% | 65,061,118 | $1.1B |
| 5 | BlackRock, Inc. | 2.95% | 56,685,281 | $977M |
| 6 | Pentwater Capital Management LPActivist | 2.71% | 52,000,000 | $896M |
| 7 | Independent Franchise Partners LLP | 2.56% | 49,208,848 | $848M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.35% | 45,117,592 | $774M |
| 9 | FMR LLC | 2.17% | 41,732,145 | $719M |
| 10 | BlackRock, Inc. | 2.03% | 39,058,052 | $673M |
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