Kenvue Announces Board Changes with Two New Independent Directors

Rhea-AI Summary

Kenvue Inc. (NYSE: KVUE), the world's largest pure-play consumer health company, has announced changes to its Board of Directors. Kathleen M. Pawlus and Kirk L. Perry will join as new independent directors, effective August 15, 2024, and December 1, 2024, respectively. Pawlus, with over 40 years of experience in finance and operations, will serve on the Audit Committee. Perry, currently President and CEO of Circana, brings extensive consumer packaged goods and technology experience and will join the Compensation & Human Capital Committee.

Concurrently, Peter M. Fasolo and Joseph J. Wolk, current Johnson & Johnson executives, will resign from the Board in December 2024. This succession process aligns with Kenvue's commitment to independent Board oversight and follows Johnson & Johnson's divestment of its remaining stake in Kenvue in May 2024. By the 2025 Annual Meeting, Kenvue expects its Board to comprise 11 directors, with 10 being independent.

Positive

• Appointment of two new independent directors with extensive experience in finance, consumer brands, and technology
• Increased Board independence with 10 out of 11 directors expected to be independent by 2025 Annual Meeting
• Alignment with best-in-class corporate governance practices

Negative

• None.

Insights

Financial Analyst

As a seasoned financial analyst, I view Kenvue's board changes as a strategic move to enhance corporate governance and independent oversight. The appointment of Kathleen Pawlus, with her extensive background in finance and audit, particularly as a former EY partner and Global Assurance CFO/COO, brings valuable expertise to Kenvue's Audit Committee. This addition should strengthen financial oversight and risk management practices.

The inclusion of Kirk Perry, current CEO of Circana and former executive at Procter & Gamble and Google, adds significant consumer products and technology experience to the board. His appointment to the Compensation & Human Capital Committee suggests a focus on aligning executive compensation with company performance and shareholder interests.

The departure of Johnson & Johnson executives from Kenvue's board following J&J's divestiture of its remaining stake in May 2024 marks the final step in Kenvue's transition to a fully independent company. This change, resulting in a board composed of 10 out of 11 independent directors, aligns with best practices in corporate governance and may be viewed positively by institutional investors.

While these changes don't directly impact Kenvue's financial performance, they signal a commitment to strong governance, which can indirectly influence investor confidence and potentially the company's valuation over time. Investors should monitor how these new board members contribute to Kenvue's strategic direction and oversight in the coming years.

Corporate Governance Expert

From a corporate governance perspective, Kenvue's board changes represent a significant step towards establishing a robust, independent oversight structure. The timing of these changes, coming in the company's second year as a public entity, demonstrates a proactive approach to governance evolution.

The addition of two new independent directors, increasing the board's independence ratio to 91% (10 out of 11 directors), is a strong positive signal. This high level of independence typically correlates with better oversight and reduced conflicts of interest, which can lead to improved decision-making and risk management.

The diverse backgrounds of the new appointees are noteworthy. Kathleen Pawlus brings critical financial acumen, while Kirk Perry offers valuable insights into consumer behavior and technology trends. This diversity of experience can enhance the board's ability to provide comprehensive guidance across various aspects of Kenvue's operations.

The planned departure of Johnson & Johnson executives from the board marks the completion of Kenvue's separation process. This clean break is important for establishing Kenvue's independent identity and ensuring that board decisions are made solely in the interest of Kenvue's shareholders.

Overall, these changes align with best practices in corporate governance and should be viewed favorably by institutional investors and governance rating agencies. However, the true test will be in how effectively this new board composition translates into strategic guidance and value creation for shareholders in the long term.

Kathleen Pawlus, Retired Partner and Global Assurance Chief Financial Officer and Chief Operating Officer at EY, and Kirk Perry, Circana President and CEO and Former Procter & Gamble and Google Executive, to Join the Board of Directors

Current Johnson & Johnson Executives to Step Down from Kenvue Board of Directors

SKILLMAN, N.J.--(BUSINESS WIRE)-- Kenvue Inc. (“Kenvue” or the “Company”) (NYSE: KVUE), the world’s largest pure-play consumer health company by revenue, today announced the implementation of a Board of Directors (“the Board”) succession process, in line with the Company’s commitment to best-in-class corporate governance and independent Board oversight.

Appointment of Two New Independent Directors to the Board

The Board has appointed Kathleen M. Pawlus and Kirk L. Perry as new independent directors, effective August 15, 2024, and December 1, 2024, respectively.

Ms. Pawlus brings over 40 years of audit, finance, strategy, mergers and acquisitions, quality, information technology and administration experience to the Company, having previously served as a partner at Ernst and Young, LLP (“EY”) and Chief Financial Officer and Chief Operating Officer of its Global Assurance group. Upon joining the Board, Ms. Pawlus will serve as a member of the Audit Committee.

Mr. Perry currently serves as President and Chief Executive Officer of Circana, a global provider of technology, data, and predictive analytics for the consumer, retail and media sectors. He is a seasoned consumer products and brand strategist, with more than 30 years of consumer packaged goods and technology experience at two of the world’s largest and most respected companies, Procter & Gamble and Google. Upon joining the Board, Mr. Perry will serve as a member of the Compensation & Human Capital Committee.

“Entering our second year as an independent public company, our Board succession process will ensure our Board of Directors further strengthens our diverse mix of backgrounds and skills, as well as independent director oversight, as our leadership executes our revenue and margin growth plan and we maintain our commitment to and focus on driving shareholder value,” said Larry Merlo, Chair, Kenvue Board of Directors. “We are pleased that Kathleen and Kirk will join our Board. Kathleen and Kirk are highly experienced global leaders with strong track records in finance, consumer brands, and technology. Kathleen brings deep expertise across finance and accounting as well as strategy and operations, and Kirk brings a deep background in consumer packaged goods, brand management, strategy, operations, and technology. We are confident they will be valuable additions to our Board and look forward to gaining from their additional insights.”

“I am thrilled to join the Kenvue Board during this important phase in the Company’s evolution,” said Ms. Pawlus. “I look forward to leveraging my experience and collaborating with my fellow directors and management to help accelerate the momentum underway as Kenvue continues to advance toward its ambition to become the undisputed leader in consumer health.”

“I am eager to begin working alongside the rest of the Kenvue Board and supporting the management team as the Company executes against its strategic priorities,” said Mr. Perry. “It’s an honor to join the Board and be a part of bringing Kenvue’s iconic brands to market to positively impact people’s health and wellness.”

Resignation of Two Current Johnson & Johnson Executives from Board

Following the sale of Johnson & Johnson’s remaining stake in Kenvue in May 2024, Peter M. Fasolo, Ph.D., and Joseph J. Wolk, current Johnson & Johnson executives, advised Kenvue’s Board that they will resign from the Board, effective in December 2024, at the time Mr. Perry is expected to join the Board. Following the implementation of this Board succession process, Kenvue expects the Board to be composed of 11 directors, 10 of whom will be independent, as of the Company’s 2025 Annual Meeting of Shareholders.

Mr. Merlo concluded, “On behalf of the entire Board, I would like to thank Peter and Joe for their tremendous contributions as Kenvue separated from Johnson & Johnson. They provided valuable support as the Company formulated and executed on its new strategy, and we appreciate their partnership at such an important time for the business.”

“The Kenvue Leadership Team and I are grateful for Peter’s and Joe’s commitment to making Kenvue’s separation a smooth and successful transition,” added Thibaut Mongon, Chief Executive Officer, Kenvue. “We look forward to welcoming Kathleen and Kirk to our Board as we focus on reaching more consumers, reinventing our ways of working to invest more behind our brands, and fostering a culture that rewards performance and impact as we deliver long-term value for our shareholders.”

About Kathleen M. Pawlus
Kathleen Pawlus previously served as partner of EY, and as Chief Financial Officer and Chief Operating Officer of EY’s Global Assurance group, which is one of the largest of EY’s four service lines and includes its Audit Practice, Fraud, Investigation and Dispute Services Practice, Climate Change and Sustainability Services Practice and its Financial Accounting Advisory Services Practice. She spent her entire career at EY and brings more than four decades of experience to Kenvue. Prior to her role as Chief Financial Officer and Chief Operating Officer of EY’s Global Assurance group, 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. Ms. Pawlus served on EY’s U.S. Executive Board from 2006 to 2012. She currently serves as a board member of AMC Entertainment Holdings, Inc. Ms. Pawlus has a B.S. from Indiana University and is a Certified Public Accountant.

About Kirk L. Perry
Kirk Perry currently serves as President and Chief Executive Officer and a member of the board of directors of Circana, a global provider of technology, data, and predictive analytics for the consumer, retail and media sectors. He brings a deep understanding of the global consumer marketplace from both the manufacturer and technology-based service provider perspective, with more than 30 years of consumer packaged goods and technology experience. Prior to joining Circana, Mr. Perry served as President, Global Client and Agency Solutions at Google, and 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, including President of Global Family Care; Vice President, U.S. Operations and North America Marketing, Procter & Gamble’s biggest region; and Vice President, North America Baby Care. Mr. Perry currently serves as a board member of The J.M. Smucker Company and Chick-Fil-A, Inc., a privately owned restaurant company. He previously served as a director of e.l.f. Beauty and Hillerich & Bradsby Co. (Louisville Slugger), a privately owned sporting goods manufacturer. He has a B.B.A. from the University of Cincinnati.

About Kenvue
Kenvue is the world’s largest pure-play consumer health company by revenue. Built on more than a century of heritage, our iconic brands, including Aveeno^®, BAND-AID^® Brand, Johnson’s^®, Listerine^®, Neutrogena^® and Tylenol^®, are science-backed and recommended by healthcare professionals around the world. At Kenvue, we believe in the extraordinary power of everyday care and our teams work every day to put that power in consumers’ hands and earn a place in their hearts and homes. Learn more at www.kenvue.com.

Cautions Concerning Forward-Looking Statements
This press release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 regarding, among other things, changes to the Board of Directors. Forward-looking statements may be identified by the use of words such as “plans,” “expects,” “will,” “anticipates,” “estimates” and other words of similar meaning. Readers are cautioned not to rely on these forward-looking statements, which are based on current expectations of future events. 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 31, 2023, 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240731940692/en/

Investor Relations:

Jim Giannakouros, CFA

Kenvue_IR@kenvue.com

Media Relations:

Melissa Witt

media@kenvue.com

Source: Kenvue

FAQ

Who are the new independent directors joining Kenvue's Board?

Kathleen M. Pawlus and Kirk L. Perry are joining Kenvue's Board as new independent directors, effective August 15, 2024, and December 1, 2024, respectively.

When will Johnson & Johnson executives resign from Kenvue's Board?

Peter M. Fasolo and Joseph J. Wolk, current Johnson & Johnson executives, will resign from Kenvue's Board in December 2024.

How many independent directors will Kenvue's Board have after the succession process?

By the 2025 Annual Meeting of Shareholders, Kenvue expects its Board to comprise 11 directors, with 10 being independent.

What committees will the new directors join on Kenvue's Board?

Kathleen M. Pawlus will serve on the Audit Committee, while Kirk L. Perry will join the Compensation & Human Capital Committee.