Kimberly Clark Corp DEF 14A, filed Mar 23, 2026

Kimberly Clark Corp (KMB)

DEF 14A 2026-03-23 For: 2025-12-31

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Added on June 12, 2026

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Kimberly Clark Corp filed this DEF 14A on March 23, 2026.

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þ			No fee required.
¨			Fee paid previously with preliminary materials.
¨			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


		Board Vote Recommendation	For Further Details

1	Elect as directors the thirteen nominees named in the accompanying proxy statement	“FOR” each director nominee	Page 26


2	Ratify the selection of Deloitte & Touche LLP as our independent auditor for 2026	“FOR”	Page 46


3	Approve the compensation for our named executive officers in an advisory vote	“FOR”	Page 49


4	To vote on a stockholder proposal that may be presented at the meeting.	“AGAINST”	Page 86


Notice of Annual Meeting of Stockholders						1

Proxy Summary						4

Corporate Governance						11
Board Leadership Structure						11
Director Independence						12
Board Meetings						12
Board Committees						12
Compensation Committee Interlocks and Insider Participation						18
Stockholder Rights						18
Communicating with Directors; Stockholder Engagement Policy						18
Stockholder Engagement						19
Our Approach to Sustainability						19
Inclusion & Belonging						22
Other Corporate Governance Policies and Practices						23


PROPOSAL 1: Election of Directors						26


Process for Director Elections						26
Process and Criteria for Nominating Directors						27
Key Attributes of Current Directors						29
The Nominees						30
Director Compensation						42
202 5 Outside Director Compensation						44


PROPOSAL 2: Ratification of Auditor						46


Principal Accounting Firm Fees						47
Audit Committee Approval of Audit and Non-Audit Services						47
Audit Committee Report						48


PROPOSAL 3: Advisory Vote to Approve Named Executive Officer Compensation						49


Compensation Discussion and Analysis						50
Executive Compensation Objectives and Policies						53
Components of Our Executive Compensation Program						54
Setting Annual Compensation						55
Executive Compensation for 2025						57
Benefits and Other Compensation						63
Additional Information about Our Compensation Practices						65
Management Development and Compensation Committee Report						67
Analysis of Compensation-Related Risks						68


Compensation Tables						69
Summary Compensation						69


PROPOSAL 4: Stockholder Proposal to Require Independent Board Chair						86


Other Information						90
Security Ownership Information						90
Transactions with Related Persons						92
Delinquent Section 16(a) Reports						92
Pay Versus Performance						93
CEO Pay Ratio Disclosure						97

General Information about our Annual Meeting						98
How We Provide Proxy Materials						98
Who May Vote						98
How to Vote						98
How to Revoke or Change Your Vote						99
Votes Required						99
How Abstentions Will Be Counted						99
Effect of Not Instructing Your Broker						99
Direct Stock Purchase and Dividend Reinvestment Plan						100
Employee Benefit Plans						100
Attending the Virtual Annual Meeting						100
Costs of Solicitation						101
Stockholders Sharing the Same Household						101
Stockholder Proposals for Inclusion in Next Year's Proxy Statement						101
Stockholder Director Nominees for Inclusion in Next Year's Proxy Statement						102
Stockholder Director Nominees Not Included in Next Year's Proxy Statement						102
Other Stockholder Proposals Not Included in Next Year's Proxy Statement						102

Other Matters to be Presented at the Annual Meeting						103

Appendix A						A-1


Name and Primary Occupation		Age	Director Since	Independent	Other Public Company Boards	Committee Memberships*
						A	MDC	NCG	E
	Michael D. Hsu Chairman of the Board and CEO Kimberly-Clark Corporation	61	2017		1				M
	Sylvia M. Burwell Former President American University	60	2022	l	0	M
	John W. Culver Former Group President North America and COO Starbucks Corporation	65	2020	l	1		C		M
	Mae C. Jemison, M.D. President The Jemison Group	69	2002	l	0		M	M
	Deeptha Khanna EVP and Chief Business Leader, Personal Health Royal Philips	50	2023	l	0	M
	S. Todd Maclin Retired Chairman, Chase Commercial and Consumer Banking JPMorgan Chase & Co.	69	2019	l	1		M	M
	Deirdre A. Mahlan Interim Chief Financial Officer, Diageo plc Former President, CEO and Chairperson The Duckhorn Portfolio, Inc.	63	2021	l	1	M
	Sherilyn S. McCoy Former CEO Avon Products, Inc.	67	2018	l	2				C
	Christa S. Quarles CEO Alludo	52	2016	l	1		M	M
	Jaime A. Ramirez Chief Executive Officer Fluidra	59	2021	l	0	M
	Joseph Romanelli President, Human Health International Merck	52	2024	l	0	M
	Dunia A. Shive Former CEO and President Belo Corp.	65	2019	l	2	C			M
	Mark T. Smucker Chair of the Board, President, and CEO The J.M. Smucker Company	56	2019	l	1			C	M


Company Overview
Kimberly-Clark (NASD: KMB) is a global company focused on delivering essential products and solutions that solve unmet consumer needs and provide Better Care for a Better World. We have manufacturing facilities in 30 countries, including our equity affiliates, and products sold in more than 175 countries and territories. Our products are sold under well-known, trusted brands such as Kleenex, Scott, Huggies, Pull-Ups, Kotex and Depend. In June 2025, we announced that we will form a joint venture with Suzano comprised of substantially all the operations of our International Family Care and Professional business. Closing is expected to take place in mid-2026. We will retain a 49 percent interest in the joint venture. In November 2025, we entered into an agreement to acquire all of the outstanding equity of Kenvue, a global consumer health leader. Closing is expected to take place in the second half of 2026. In January 2026, Kimberly-Clark and Kenvue stockholders voted overwhelmingly to approve all of the proposals necessary for us to complete the acquisition.


Michael D. Hsu Chairman of the Board and Chief Executive Officer “We are well positioned to capitalize on the tremendous opportunities ahead in 2026."
			March 23, 2026 FELLOW STOCKHOLDERS: On behalf of the Kimberly-Clark Board of Directors, thank you for your continued engagement with and ownership of our company. As stockholders, you are at the center of our value creation efforts—and your commitment to Kimberly-Clark has fueled our completion of yet another transformational year for this great American company. For more than 150 years, Kimberly-Clark has delivered essential, everyday care that improves people’s lives. Over the past two years, our Powering Care strategy and new operating model have positioned us to do that even better. Our transformation has put us on a Virtuous Cycle of growth. In 2025, we accelerated our momentum across the board, delivering strong results while navigating a dynamic external environment and taking decisive actions to pivot our portfolio to higher-growth, higher-margin personal care categories. These actions include: •The announcement of our pending acquisition of Kenvue to create a $32 billion global health and wellness leader, which we expect will generate significant value for shareholders and raise the standard of care for billions of consumers around the world. •The announcement of a strategic joint venture with Suzano and our International Family Care & Professional (IFP) business to create a preeminent international tissue and professional products company—expected to drive significant shareholder returns following the close of the transaction which is expected in mid-2026. Additionally, in 2025 we took a decisive step to optimize our supply chain network in North America, with a $2 billion investment focused on building an advanced manufacturing facility in Warren, Ohio, and an automated distribution center at our Beech Island, South Carolina plant. These will accelerate our innovation pipelines and support our growth ambitions. 2025 results reflect the enhanced strength and resilience of our business.* •Net sales of $16.4 billion, a decrease of 2.1%, with organic sales increasing 1.7% •Gross margin of 36% with an adjusted gross margin of 37.3% •Operating profit of $2.4 billion in 2025 versus $2.7 billion in 2024. Adjusted operating profit of $2.7 billion in 2025, in line with 2024 •Diluted earnings per share (inclusive of discontinued operations) of $6.07 compared to $7.55 in 2024. Adjusted earnings per share of $7.53 compared to $7.30 in 2024 Kimberly-Clark declared an increase to our regular quarterly dividend, our 54th consecutive year of doing so.


			Our commitment to providing Better Care for a Better World underpins the implementation of our Powering Care strategy. Last year, we advanced our purpose in new and meaningful ways. As part of the Kimberly-Clark Foundation’s sharpened strategic focus, we deepened our commitment to advancing essential care for women and girls on their journeys through puberty and motherhood. Through the careful selection of four strategic, global NGO partners with significant expertise in menstrual care and maternal and infant health, we expect to improve the lives of an estimated 24 million women and girls over the next three years. We also continued to address complex sustainability challenges that impact our business, to position us to deliver more value to our stakeholders. Our sustainability pillars—Better Products, Better Planet, Better Workplace, and Better Society—continue to anchor our actions and shape how we create value. This is an exciting time for Kimberly-Clark and our shareholders as we take the next steps to drive further growth and value creation through the Kenvue acquisition. I look forward to collaborating with our leadership team as we continue our integration planning efforts in anticipation of the close later this year. Your vote is important. We invite you to join us at the Annual Meeting of Stockholders which will be held virtually on Thursday, May 14, 2026 at 8:00 a.m. Central Time. Regardless of whether you plan to join the meeting, I urge you to vote your shares as soon as possible. Information about voting your shares is included in this proxy statement. Thank you for your continued investment in Kimberly-Clark as we unlock our next chapter of growth and seize the vast opportunity ahead. Michael D. Hsu Chairman of the Board and Chief Executive Officer * Results reflect continuing operations unless otherwise noted. Organic sales growth, adjusted gross margin, adjusted operating profit, and adjusted earnings per share (including discontinued operations) are non-GAAP financial measures. Please see Appendix A for a reconciliation of GAAP to non-GAAP measures.



Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 14, 2026: The Proxy Statement and proxy card, as well as our Annual Report on Form 10-K for the year ended December 31, 2025, are available at investor.kimberly-clark.com.


PROPOSAL 1

Election of directors Election of 13 directors to serve for a one-year term The Board recommends a vote FOR all nominees.						See page 26


*A = Audit Committee; MDC = Management Development and Compensation Committee; NCG = Nominating and Corporate Governance Committee; E = Executive Committee.			C = Chair; M = Member


Our Corporate Governance Profile
Independent Lead Director			Stockholders have right to call special meetings
Independent Board committees			Proxy access rights
Annual Board and committee evaluations			Stockholder engagement policy and outreach program
Annually elected directors			Anti-hedging and pledging policy
Independent directors meet without management present			Stock ownership guidelines for directors and executive officers
Board and management succession planning			Outside director equity awards not paid out until retirement
Robust oversight of strategy and risk			Majority voting in director elections


PROPOSAL 2

Ratification of Auditor Approval of the Audit Committee’s selection of Deloitte & Touche LLP as Kimberly-Clark’s independent auditor for 2026 The Board recommends a vote FOR this proposal.						See page 46


	2025			2024
Audit Fees(1)		$	15.7		$	13.9
Audit-Related Fees(2)		0.6			0.5
Tax Fees(3)		0.8			2.1
All Other Fees(4)		0.1			—


PROPOSAL 3

Say-on-pay Advisory approval of our named executive officers’ compensation The Board recommends a vote FOR this proposal.						See page 49


Letter to Shareholders


			Table of contents


			Proxy summary


Proxy summary


Performance Measures	2025 Results				2025 Target
Organic sales growth		1.1		%		2.5		%
Adjusted EPS		$	7.37			$	7.56


The chart at left shows the Total Shareholder Return for Kimberly-Clark, our Executive Compensation Peer Group (taken as a whole), and the S&P 500 for the previous five years, which reflects the value returned to our stockholders.



What We Do						What We Do Not Do


A substantial majority of pay is at-risk and a majority is tied to our stock price performance A substantial majority of long-term equity compensation is subject to specified financial targets over a three-year performance period Strong share ownership guidelines Anti-hedging and anti-pledging policy Robust clawback structure Double-trigger change-in-control policy						No excise tax gross-ups upon change of control No excessive perquisites for executives No repricing of underwater stock options without stockholder approval No payment of dividends or dividend equivalents until restricted share units are earned


PROPOSAL 4

Stockholder Proposal We received a stockholder proposal to be voted on at this year’s annual meeting, if properly presented. Stockholders are asked to vote against the stockholder proposal. The Board recommends a vote AGAINST this proposal. x						See page 86



Audit Committee The Board has determined that each of Mmes. Burwell, Mahlan, and Shive and Messrs. Ramirez and Romanelli is an “audit committee financial expert” under SEC rules and regulations. For Mr. Romanelli, the Board considered his significant experience, expertise and background with regard to accounting matters, including his past experience as Vice President, Investor Relations, for Merck & Co., Inc., as discussed below under “The Nominees.” In addition, all Audit Committee members meet the Nasdaq listing standard of financial sophistication and qualify as Independent Directors under the rules of the SEC and the Nasdaq, as well as under our Corporate Governance Policies. See “Corporate Governance - Director Independence” for additional information on Independent Directors. No member of the Audit Committee serves on the audit committees of more than three public companies and under our Audit Committee Charter, no Committee member is permitted to do so.


Chair Dunia A. Shive Other Members Sylvia M. Burwell Deeptha Khanna Deirdre A. Mahlan Jaime A. Ramirez Joseph Romanelli Meetings in 2025: 8			The Committee’s principal functions, as specified in its charter, include: •Overseeing: •the quality and integrity of our financial statements •our compliance programs •the independence, qualification, and performance of our independent auditor •the performance of our internal auditor •Selecting and engaging our independent auditor, subject to stockholder ratification •Pre-approving all audit and non-audit services that our independent auditor provides •Reviewing the scope of audits and audit findings, including any comments or recommendations of our independent auditor •Establishing policies for our internal audit programs •Overseeing the company’s risk management program (including risks related to data privacy, cybersecurity, business continuity, IT operational resilience, emerging technologies including artificial intelligence (AI) and regulatory matters) and receiving periodic reports from management on risk assessments, the risk management process, and issues related to the risks of managing our business



Management Development and Compensation Committee Each member of this Committee is an Independent Director under the rules of the SEC and the Nasdaq, as well as under our Corporate Governance Policies.


Chair John W. Culver Other Members Mae C. Jemison, M.D. S. Todd Maclin Christa S. Quarles Meetings in 2025: 5			The Committee’s principal functions, as specified in its charter, include: •Establishing and administering the policies governing annual compensation and long-term compensation, including stock option awards, restricted stock awards, and restricted share unit awards, such that the policies are designed to align compensation with our overall business strategy and performance •Setting, after an evaluation of his overall performance, the compensation level of the CEO •Approving, in consultation with the CEO, compensation levels and performance targets for the senior executive team •Overseeing: •leadership development for senior management and future senior management candidates •a periodic review of our long-term and emergency succession planning for the CEO and other key officer positions, in conjunction with our Board •key organizational effectiveness and engagement policies •Reviewing our inclusion and belonging programs •Annually reviewing our compensation policies and practices for the purpose of mitigating risks arising from these policies and practices that could reasonably have a material adverse effect



Nominating and Corporate Governance Committee Each member of this Committee is an Independent Director under the rules of the SEC and the Nasdaq, as well as under our Corporate Governance Policies.


Chair Mark T. Smucker Other Members Mae C. Jemison, M.D. S. Todd Maclin Christa S. Quarles Meetings in 2025: 4			The Committee’s principal functions, as specified in its charter, include the following: •Maintaining and reviewing a Board succession plan •Overseeing the process for Board nominations •Advising the Board on: •Board organization, membership, function, performance, and compensation •committee structure and membership •policies and positions regarding significant stockholder relations issues •Overseeing corporate governance matters, including developing and recommending to the Board changes to our Corporate Governance Policies •Reviewing director independence standards and making recommendations to the Board with respect to the determination of director independence •Monitoring and recommending improvements to the Board’s practices and procedures •Reviewing stockholder proposals and considering how to respond to them •Overseeing matters relating to Kimberly-Clark’s corporate social responsibility and sustainability activities and providing input to management on these programs and their effectiveness •Overseeing the Corporation’s public policy activities, including political contributions and lobbying activities The Committee, in accordance with its charter and our Certificate of Incorporation, has established criteria and processes for director nominations, including those proposed by stockholders. Those criteria and processes are described in “Proposal 1. Election of Directors - Process and Criteria for Nominating Directors,” “Other Information - Stockholder Director Nominees for Inclusion in Next Year’s Proxy Statement” and “Other Information - Stockholder Director Nominees Not Included in Next Year’s Proxy Statement.” The Committee has a standing Sustainability Subcommittee to support the Committee in executing its oversight responsibilities for matters relating to sustainability, corporate social responsibilities, and corporate citizenship and as we continue to incorporate related risks and opportunities into the Board’s overall strategic decision-making. The Sustainability Subcommittee is chaired by independent director Dr. Jemison.



Sustainability Subcommittee


Chair Mae C. Jemison, M.D. Meetings in 2025: 1			The Subcommittee’s principal functions, as specified in its charter, include the following: •Reviewing environmental, social, consumer, legislative, regulatory, and public policy developments and trends that could impact our business operations, performance, and reputation •Reviewing our environmental sustainability and social responsibility program and goals and monitoring progress toward achieving those goals •Reviewing investor sentiment related to our environmental and social footprint •Reviewing stockholder proposals that relate to sustainability matters and making recommendations regarding the response to such proposals •Receiving updates regarding our relationships with key external stakeholders and partners that may have a significant impact on our business activities and performance •Reviewing our environmental sustainability and corporate responsibility reports •Reviewing investments and developments in our research and development program and manufacturing, technology, engineering and distribution processes and methods with respect to environmental sustainability •Reviewing the company’s charitable contributions



Executive Committee


Chair Sherilyn S. McCoy (Lead Independent Director) Other Members John W. Culver Michael D. Hsu Dunia A. Shive Mark T. Smucker Meetings in 2025: 1			The Committee’s principal function is to exercise, when necessary between Board meetings, the Board’s powers to direct our business and affairs.


Strategic Focus		Our 2030 Aspiration	2030 Goal


	Social Impact	Provide product innovation and social and community program investments that increase access to sanitation, help children thrive, and empower women and girls.	Advance the well-being of 1 billion people in vulnerable and underserved communities from a 2015 base year.


	Plastics and Circularity	Deliver solutions that incorporate more renewable or recycled materials and materials that can be regenerated or repurposed after use.	Reduce plastics footprint by 50% from a 2019 base year.


	Forests and Nature	Address the climate and biodiversity crises by reducing reliance on fiber from natural forests.	Reduce Natural Forest Fiber footprint by 50% from a 2011 base year.


	Energy and Climate	Increase energy efficiency while seeking lower carbon alternatives.	Reduce absolute greenhouse gas (GHG) emissions (Scopes 1 and 2) by 50% over 2015 base year. Reduce value chain emissions (Scope 3, Categories 1 and 12) by 20% from a 2015 base year.*


	Water	Reduce water use at sites in watersheds under stress while supporting community-based water programs.	Reduce water footprint in water-stressed manufacturing sites by 50% from a 2015 base year.


Succession Planning


Under our succession planning policy, the Nominating and Corporate Governance Committee maintains and reviews a Board succession plan, taking into account current composition and qualifications, Kimberly-Clark’s current and expected needs, director tenure, the effectiveness of the Board, and any planned or unplanned vacancies.



Candidate Sourcing


In consultation with the Chairman of the Board and the Lead Director, the Committee screens and recruits director candidates and recommends to the Board any new appointments and nominees for election as directors at our annual meeting of stockholders. It also recommends nominees to fill any vacancies. As provided in our Certificate of Incorporation, the Board of Directors has the authority to determine the size of the Board and appoint directors between annual meetings of stockholders. The Committee may receive recommendations for Board candidates from various sources, including our directors, management, and stockholders. The Nominating and Corporate Governance Committee periodically retains a search firm to assist it in identifying and recruiting director candidates meeting the criteria specified by the Committee. In addition, as described in “Corporate Governance - Stockholder Rights,” our By-Laws provide for proxy access stockholder nominations of director candidates. Stockholders who wish to nominate directors under our proxy access By-Law should follow the instructions under “Other Information - Stockholder Director Nominees for Inclusion in Next Year’s Proxy Statement.” Stockholders who wish to nominate directors who are not intended to be included in the company’s proxy materials should follow the instructions under “Other Information - Stockholder Director Nominees Not Included in Next Year’s Proxy Statement.”



Director Criteria


The Committee believes that the criteria for director nominees should foster effective corporate governance, support our strategies and businesses, and ensure that our directors, as a group, both have an overall mix of the attributes needed for an effective Board and reflect diversity of background and viewpoint. The criteria should also support the successful recruitment of qualified candidates. Qualified candidates for director are those who, in the judgment of the Committee, possess a sufficient mix of the experience attributes listed below to ensure effective service on the Board. In addition, all nominees must possess high standards for ethical behavior, good interpersonal skills, and a proactive and solution-oriented leadership style.


Key Director Experience Attributes


Consumer Products			Perspective on consumer needs and buying habits, industry trends, marketing campaigns and customer engagement to support our growth initiatives.
Digital			Knowledge of emerging technologies, including digital and e-commerce to support marketing, consumer engagement and innovation.
Social Responsibility			Experience leading or advocating for social responsibility initiatives, health and public policy, and integrating social responsibility into corporate strategy to support integrated sustainability programs.
International			Experience with markets outside of the United States, including exposure to different cultural perspectives and practices to support our global operations.
Marketing			Perspectives on building brand awareness and marketing to consumers as well as identifying, developing, and marketing new products, to support our growth initiatives.
M&A			Experience with acquisitions, divestitures and other strategic transactions to support our portfolio optimization efforts.
Financial Expertise			Understanding of accounting and financial reporting processes in large, complex businesses to support the oversight of our financial reporting and compliance.
Innovation/R&D			Experience with innovation processes and knowledge of emerging technologies to support our efforts to translate our consumer understanding into new and successful products.
Strategy & Transformation			Experience with strategic planning and transformation initiatives.
CEO Leadership			Leadership experience with a complex, large enterprise to offer perspectives on organizational planning, talent development, and driving long-term growth.
Cybersecurity			A background or oversight experience in information technology/software, cybersecurity or technology to support the Board’s management of cybersecurity risks.
Human Capital			Experience with talent acquisition, development and retention and fostering a positive corporate culture.



Sylvia M. Burwell, 60 Former President, American University Director since: 2022			Notable Board Contributions: •Ms. Burwell brings extensive regulatory, public health, and risk management experience from senior government roles, including as the 22nd U.S. Secretary of Health and Human Services (HHS) •Her broad senior leadership experience spans managing a $1 trillion department at HHS to holding executive positions at two of the largest foundations in the world •Ms. Burwell’s academic, government, and philanthropic background brings diversity of perspective to the Board, with experience that supports oversight of our strategy and purpose Additional Key Skills and Experience: •Social responsibility, cybersecurity, and strategy and transformation experience •Qualifies as an “audit committee financial expert” under the SEC’s rules and regulations Career Highlights: •2024 - Present: Senior Professorial Lecturer, American University School of Public Affairs and Distinguished Fellow in Residence at the Sine Institute for Policy and Politics •2017 – 2024: President, American University •2014 – 2017: 22nd U.S. Secretary of Health and Human Services with oversight for the National Institutes of Health, Centers for Disease Control and Prevention, Food and Drug Administration, and the Medicaid and Medicare Programs •2013 – 2014: Director, White House Office of Management and Budget •2012 – 2013: President, Walmart Foundation •2001 – 2011: Various senior global development and operational roles, Bill and Melinda Gates Foundation Additional Public Company Board Memberships: •None



John W. Culver, 65 Former Group President, North America and Chief Operating Officer, Starbucks Corporation Director since: 2020			Notable Board Contributions: •Mr. Culver brings global brand and distribution expertise from over 20 years of leadership in the consumer products sector •He brings extensive experience in product and brand growth across international and emerging markets, which has proven valuable in the context of our global presence •He strengthens our Board’s knowledge of digital marketing and e-commerce, which are critical skill sets as we grow our e-commerce capabilities amid an evolving consumer marketplace Additional Key Skills and Experience: •Information technology, cybersecurity, social responsibility, M&A, strategy and transformation, and human capital experience •Meets the Nasdaq listing standard of financial sophistication Career Highlights: •2021 – 2022: Group President, North America and Chief Operating Officer, Starbucks Corporation •2018 – 2021: Group President, International, Channel Development and Global Coffee & Tea, Starbucks Corporation •2017 – 2018: Group President, International and Channels, Starbucks Corporation •2016 – 2017: Group President, Starbucks Global Retail, Starbucks Corporation •2013 – 2016: Group President, China, Asia Pacific, Channel Development and Emerging Brands, Starbucks Corporation •2011 – 2013: President, Starbucks Coffee China and Asia Pacific, Starbucks Corporation •2009 – 2011: President, Starbucks Coffee International, Starbucks Corporation •2002 – 2009: Various other consumer products roles, Starbucks Corporation Other Affiliations: •Director of The Mission Continues (national, nonpartisan nonprofit that empowers veterans to continue their service) Additional Public Company Board Memberships: •2021 – Present: Columbia Sportswear Company



Michael D. Hsu, 61 Chairman of the Board and CEO, Kimberly-Clark Corporation Director since: 2017			Notable Board Contributions: •Mr. Hsu brings deep consumer experience from over 30 years in the consumer products industry, where he has served in leadership roles across operations, sales, marketing, and logistics •His deep familiarity with our business units, global innovation, market, and supply chain functions from over 13 years at Kimberly-Clark reinforces our Board’s understanding of our day-to-day operations •Mr. Hsu’s experience building and restoring global consumer brands at Ore-Ida and Kraft Grocery is invaluable as we drive our Powering Care transformation strategy forward Additional Key Skills and Experience: •Digital, marketing, innovation/R&D, social responsibility, M&A, and human capital experience •Meets the Nasdaq listing standard of financial sophistication Career Highlights: •2019 – Present: Chief Executive Officer, Kimberly-Clark (appointed Chairman of the Board in 2020) •2017 – 2019: President and Chief Operating Officer, Kimberly-Clark •2013 – 2016: Group President, North America, Kimberly-Clark •2012 – 2013: Group President, North America Consumer Products, 2012: Executive Vice President and Chief Commercial Officer, Kraft Foods •2010 – 2012: President of Sales, Customer Marketing and Logistics, Kraft Foods •2008 – 2010: President, Grocery Business Unit, Kraft Foods •2006 – 2008: President, Foodservice, H.J. Heinz Company Additional Public Company Board Memberships: •2024 – Present: McDonald’s Corporation •2020 – 2023: Texas Instruments Incorporated



Mae C. Jemison, M.D., 69 President, The Jemison Group, Inc. Director since: 2002			Notable Board Contributions: •Dr. Jemison brings expertise in scientific and medical research and innovation developed through her academic background (doctorate degree in medicine; degree in chemical engineering) and founding and leading technology-focused businesses and organizations •She brings a valuable perspective of integrating social responsibility into corporate strategy, drawing from relevant experiences including as a professor of environmental studies •Dr. Jemison contributes an entrepreneurial and innovative mindset to our Board’s oversight Additional Key Skills and Experience: •International, compensation, governance, strategy and transformation, human capital, and public company board experience •Meets the Nasdaq listing standard of financial sophistication •Founding chair of the State of Texas Product Development and Small Business Incubator Board and was a member of the Advisory Board of the National Institute of Health for Biomedical Imaging and Bioengineering Career Highlights: •1993 – Present: Founder and President, The Jemison Group, Inc. (science, technology, and innovation consulting company) •1995 – 2002: Professor of Environmental Studies, Dartmouth College •1987 – 1993: Astronaut, National Aeronautics and Space Administration (NASA) Additional Affiliations: •Principal for the 100 Year Starship Project and serves on executive advisory board of Breakthrough Starshot (research initiatives fostering technological innovation for space travel) •Founded the Dorothy Jemison Foundation for Excellence and developed The Earth We Share international science camp and STEM programs •Founding Chair of the State of Texas Product Development and Small Business Incubator Board •Faculty member at EnMed Texas A&M School of Engineering and adjunct professor at Dartmouth’s medical school •Member of National Academy of Medicine and serves on its governance council; former member of Advisory Board of the National Institute of Health for Biomedical Imaging and Bioengineering •Member of the NASA Innovative Advanced Concepts (NAC) External Advisory Council •Serves on the Board of the African Museum of Science and Technology (Kenya) Additional Public Company Board Memberships: •None



Deeptha Khanna, 50 EVP and Chief Business Leader, Personal Health, Royal Philips Director since: 2023			Notable Board Contributions: •Ms. Khanna brings a strong consumer mindset with over 27 years of experience in the consumer and health sectors at Royal Philips, Johnson & Johnson, and Procter & Gamble •She strengthens our Board’s understanding of global consumer behavior, supply chains, and operations, having led businesses across international markets •Ms. Khanna’s experience in strategy and transformation, innovation, and M&A is invaluable as we execute our growth strategy Additional Key Skills and Experience: •Social responsibility, marketing, digital marketing, and e-commerce experience •Meets the Nasdaq listing standard of financial sophistication Career Highlights: •2020 – Present: Executive Vice President and Chief Business Leader, Personal Health, and member of Executive Committee, Royal Philips (health technology company) •2019 – 2020: Global President, Skin Health and Office of Marketing Value, Johnson & Johnson •2017 – 2019: Global President, Baby Care, Johnson & Johnson •2015 – 2017: Vice President, Baby Care, Asia Pacific and Global Emerging Markets, Johnson & Johnson •1998 – 2015: Various global marketing and brand management roles, Procter & Gamble Additional Public Company Board Memberships: •None



S. Todd Maclin, 69 Retired Chairman, Chase Commercial and Consumer Banking, JPMorgan Chase & Co. Director since: 2019			Notable Board Contributions: •Mr. Maclin has a robust background in banking and finance from a 37-year career at JPMorgan Chase, including M&A and strategy and transformation experience •His expertise in navigating complex global business environments and managing external risks supports the Board’s oversight in a competitive industry •He brings a differentiated consumer perspective through his leadership as Chairman of Chase Commercial and Consumer Banking Additional Key Skills and Experience: •Consumer products, digital, marketing, cybersecurity, and information technology experience •Meets the Nasdaq listing standard of financial sophistication Career Highlights: •2013 – 2016: Chairman, Chase Commercial and Consumer Banking, JPMorgan Chase & Co. •2008 – 2014: Operating Committee Member, JPMorgan Chase & Co. •1980 – 2013: Various leadership roles, including Regional Executive for Texas and the Southwest U.S. and Global Executive for Energy Investment Banking, JPMorgan Chase & Co. Other Affiliations: •Various leadership roles at the University of Texas, including Director of The University of Texas Development Board, former President and Interim Co-Director of Texas Exes, and member of the Board of Children's Health Services of Texas (CHST) •Board member of RRH Corporation (parent company of Hunt Consolidated, Inc.) and Arvest Banking Corporation (private bank); also serves as a Board advisor for OakTruss Group (formerly known as Cyber Defense Labs) •Member of the Center for Strategic International Studies (CSIS) Advisory Board and co-Chair of its CSIS Dallas Roundtable •Member of Everside Capital Partners Senior Advisory Committee Additional Public Company Board Memberships: •2020 – Present: Trinity Industries, Inc.



Deirdre A. Mahlan, 63 Former President, CEO and Chairperson The Duckhorn Portfolio, Inc. Director since: 2021			Notable Board Contributions: •Ms. Mahlan brings deep industry and operational expertise through global leadership roles, including CEO and CFO experience at branded consumer goods companies •Her extensive experience in M&A and strategy and transformation, developed across her 19 years at Diageo, has been integral to the Board’s oversight of the pending Kenvue acquisition •She also provides experience in Board oversight of a public company in the consumer health space through her former directorship at Haleon plc Additional Key Skills and Experience: •CEO leadership, accounting and finance, marketing, and human capital experience •Qualifies as an “audit committee financial expert” under the SEC’s rules and regulations Career Highlights: •2025: Interim Chief Financial Officer, Diageo plc (through December 2025) •2024: President, Chief Executive Officer, and Chairperson of The Duckhorn Portfolio, Inc. (initially served as Interim President, Chief Executive Officer, and Chairperson from September 2023 to April 2024) •2015 – 2020: President of Diageo North America, Diageo plc •2010 – 2015: Chief Financial Officer, Diageo plc •2002 – 2010: Various financial leadership roles, including Deputy Financial Officer and Head of Tax and Treasury, Diageo plc •1984 – 1992: Audit roles across multiple diversified global companies, PricewaterhouseCoopers Additional Public Company Board Memberships: •2025 – Present: The Hershey Company •2022 – 2024: Haleon plc •2021 – 2024: The Duckhorn Portfolio, Inc.



Sherilyn S. McCoy, 67 Former Chief Executive Officer, Avon Products, Inc. Director since: 2018			Notable Board Contributions: •Ms. McCoy brings over 30 years of experience in personal care products and branded consumer packaged goods through global leadership roles at Johnson & Johnson and Avon Products •Her deep sector familiarity, M&A, and strategy and transformation experience, developed across key senior executive and Board roles, is invaluable as we execute our Powering Care transformation strategy •Ms. McCoy’s expertise in innovation, R&D, and brand investments is critical as we strengthen our brand growth strategies on a global scale Additional Key Skills and Experience: •CEO leadership, marketing, compensation, governance, and M&A experience •Meets the Nasdaq listing standard of financial sophistication Career Highlights: •2012 – 2018: Chief Executive Officer and Director, Avon Products, Inc. (personal care products company) •2011 – 2012: Vice Chairman, Johnson & Johnson (responsible for oversight of Pharmaceutical, Consumer, Corporate Office of Science & Technology, and Information Technology divisions) •2009 – 2011: Worldwide Chairman, Pharmaceuticals Group, Johnson & Johnson •2008 – 2009: Worldwide Chairman, Surgical Care Group, Johnson & Johnson •2005 – 2008: Company Group Chairman and Worldwide Franchise Chairman, Ethicon, Inc. (subsidiary of Johnson & Johnson) Additional Public Company Board Memberships: •2018 – Present: Stryker Corporation •2017 – Present: AstraZeneca PLC •2018 – 2022: NovoCure Limited •2020 – 2021: Certara Inc. (Ms. McCoy initially joined the Board in 2018, prior to IPO in 2020)