Kimberly Clark Corp PRE 14A, filed Feb 23, 2024

Kimberly Clark Corp (KMB)

PRE 14A 2024-02-23 For: 2024-02-23

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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 twelve nominees named in the accompanying proxy statement	“FOR” each director nominee	Page 27
2	Ratify the selection of Deloitte & Touche LLP as our independent auditor for 2024	“FOR”	Page 46
3	Approve the compensation for our named executive officers in an advisory vote	“FOR”	Page 49
4	Adopt Amended and Restated Certificate of Incorporation to limit certain officer liability and make other administrative updates	“FOR”	Page 89


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 w ith Directors; Stockholder Engagement Policy						18
Stockholder Engagement						19
Our Approach to Sustainability						20
Inclusion, Equity , and Diversity						23
Other Corporate Governance Policies and Practices						24


PROPOSAL 1: Election of Directors						27


Process for Director Elections						27
Process and Criteria for Nominating Directors						28
Key Attributes of Current Directors						30
Diversity of Directors						30
The Nominees						31
Director Compensation						42
202 3 Outside Director Compensation						43


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 O ur Executive Compensation Program						54
Setting Annual Compensation						55
Executive Compensation for 2023						57
Benefits and Other Compensation						64
Executive Compensation for 2024						66
Additional Information a bout Our Compensation Practices						67
Management Development and Compensation Committee Report						70


Analysis of Compensation-Related Risks						71

Compensation Tables						72
Summary Compensation						72


PROPOSAL 4: Adoption of Amended and Restated Certificate of Incorporation						89


Other Information						92
Security Ownership Information						92
Transactions with Related Persons						94
Pay Versus Performance						95
CEO Pay Ratio Disclosure						99

General Information a bout o ur Annual Meeting						100
How We Provide Proxy Materials						100
Who May Vote						100
How t o Vote						100
How t o Revoke or Change Your Vote						101
Votes Required						101
How Abstentions W ill B e Counted						101
Effect of Not Instructing Your Broker						101
Direct Stock Purchase and Dividend Reinvestment Plan						102
Employee Benefit Plans						102
Attending the Virtual Annual Meeting						102
Costs of Solicitation						103
Stockholders Sharing the Same Household						103
Stockholder Proposals for Inclusion in Next Year's Proxy Statement						103
Stockholder Director Nominees for Inclusion in Next Year's Proxy Statement						104
Stockholder Director Nominees Not Included in Next Year's Proxy Statement						104
Other Stockholder Proposals Not Included in Next Year's Proxy Statement						104

Other Matters to be Presented at the Annual Meeting						105

Appendix A						A-1

Appendix B						B-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	59	2017		0				M
	Sylvia M. Burwell President American University	58	2022	l	0	M
	John E. Culver Former Group President North America and COO Starbucks Corporation	63	2020	l	1	M
	Mae C. Jemison, M.D. President The Jemison Group	67	2002	l	0		M	M
	Deeptha Khanna EVP and Chief Business Leader, Personal Health Royal Philips	48	2023	l	0	M
	S. Todd Maclin Retired Chairman, Chase Commercial and Consumer Banking JPMorgan Chase & Co.	67	2019	l	1		M	M
	Deirdre A. Mahlan Interim President, CEO and Chair, The Duckhorn Portfolio, Inc. Retired President, Diageo North America, Diageo plc	61	2021	l	2	M
	Sherilyn S. McCoy Former CEO Avon Products, Inc.	65	2018	l	2		C		M
	Christa S. Quarles CEO Alludo	50	2016	l	1		M	M
	Jaime A. Ramirez Former EVP and President Global Tools & Storage Stanley Black & Decker	57	2021	l	0	M
	Dunia A. Shive Former CEO and President Belo Corp.	63	2019	l	3	C			M
	Mark T. Smucker Chair of the Board, President, and CEO The J.M. Smucker Company	54	2019	l	1			C	M


Kimberly-Clark (NYSE: KMB) and its trusted brands are an indispensable part of life for people in more than 175 countries and territories. We are headquartered in Dallas, Texas with approximately 41,000 employees worldwide and manufacturing facilities in 33 countries. Fueled by ingenuity, creativity, and an understanding of people’s most essential needs, we create products that help individuals experience more of what’s important to them. Our portfolio of brands includes Huggies, Kleenex, Scott, Kotex, Cottonelle, Poise, Depend, Andrex, Pull-Ups, GoodNites, Plenitud, Viva, Softex, Sweety, Thinx, and WypAll. In 2023, we generated net sales of $20.4 billion with approximately 54 percent of net sales in North America and approximately 46 percent in international markets. We have three reportable business segments - Personal Care, Consumer Tissue, and K-C Professional – as shown below with 2023 net sales for each segment.


Michael D. Hsu Chairman of the Board and Chief Executive Officer "… I am proud of how our teams around the world continued to execute and ultimately deliver strong results."
			March [l], 2024 FELLOW STOCKHOLDERS: On behalf of the Kimberly-Clark Board of Directors, thank you for your continued interest, ownership, and engagement with our company. As stockholders, you are at the center of our value-creation efforts. This was another dynamic year for all of us, and I am proud of how our teams around the world continued to execute and ultimately deliver solid results. Despite facing persistent macroeconomic challenges, we successfully executed our strategy, delivering better organic growth and a stronger recovery of costs, margins, and earnings than we anticipated at the start of the year. We delivered solid results in 2023.* •Sales of $20.4 billion, an increase of 1%, with organic sales up 5% and above our three-year average of 4% •Gross margin improved by 360 basis points to 34.4% and adjusted gross margin improved by 370 basis points to 34.5% •Operating profit was $2.34 billion in 2023 versus $2.68 billion in 2022. Adjusted operating profit was $2.96 billion in 2023 versus $2.62 billion in 2022 •Diluted earnings per share were $5.21 compared to $5.72 in 2022. Adjusted earnings per share were $6.57 compared to $5.63 in 2022 In 2023, we generated cash from operations of $3.5 billion and free cash flow of $2.8 billion, reflecting better capital discipline that we are driving throughout the organization. We also allocated capital in stockholder-friendly ways - increasing the annual dividend by 1.7%, our 51st consecutive year of dividend increases, and returning approximately $1.8 billion to stockholders through dividends and share repurchases. Our growth strategy leverages our discipline and focus as a consumer-centric enterprise. As we continue to face dynamic external conditions and evolving consumer preferences, we will continue to invest in category-defining innovation and differentiating our global brands while maintaining a disciplined cost structure to position us for long-term value creation. We continued to evolve our highly engaged, independent and diverse board. Our directors have expertise in the priority areas for Kimberly-Clark and reflect the diversity of our global consumers and product portfolio. In September, we welcomed new director, Deeptha Khanna. Her deep international expertise in consumer products goods and the health sector will provide invaluable perspective as we execute our growth strategy and deliver our purpose of Better Care for a Better World. Our Board is now more than 50% women and nearly 40% of our directors are ethnically diverse. Recognizing the strategic role that sustainability plays in our enterprise, the Board recently established a Sustainability Subcommittee of the Nominating and Corporate Governance Committee, dedicated to continuing to drive the organization forward in this important area and reaching our ambitious sustainability milestones. Finally, I note that Mike White, our Lead Director since 2020, is not standing for re-election when his term expires at the Annual Meeting of Stockholders. I extend my deep gratitude to Mike for his strategic vision, business acumen, and strong leadership during his eight years of service on our Board. I am pleased to share that the Board has appointed Sherilyn M. McCoy, a director since 2018, as our new Lead Director effective following the Annual Meeting. Your vote is important. We invite you to join us at the Annual Meeting of Stockholders which will be held virtually on Thursday, May 2, 2024 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 again for your continued investment in Kimberly-Clark, and the confidence you place in our Board of Directors. Sincerely, Michael D. Hsu Chairman of the Board and Chief Executive Officer * Organic sales describes the impact of changes in volume, net selling prices, and product mix on net sales and excludes changes in foreign currency exchange rates, acquisitions, and exited businesses. Adjusted gross margin, adjusted operating profit, adjusted earnings per share, and free cash flow are non-GAAP financial measures. Free cash flow is cash provided by operations less capital spending. Please see Appendix B 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 2, 2024: The Proxy Statement and proxy card, as well as our Annual Report on Form 10-K for the year ended December 31, 2023, are available at investor.kimberly-clark.com.


PROPOSAL 1

Election of directors Election of 12 directors to serve for a one-year term The Board recommends a vote FOR all nominees.						See page 27


*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 2024 The Board recommends a vote FOR this proposal.						See page 46


	2023($)	2022($)
Audit Fees(1)	12.3	11.5
Audit-Related Fees(2)	1.0	0.5
Tax Fees(3)	1.9	2.1
All Other Fees	—	—


PROPOSAL 3

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


Performance Measures	2023 Results	2023 Target
Organic sales growth	4.7%	3.0%
Adjusted EPS	$6.57	$5.85


			Table of contents


			Proxy summary


Proxy summary


			Proxy summary


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

Adoption of Amended and Restated Certificate of Incorporation Adopt Amended and Restated Certificate of Incorporation to limit certain officer liability as permitted by Delaware law, revise obsolete provisions relating to the classification of our Board, and make other technical and administrative updates. Our 2023 investor outreach program identified that a majority of the stockholders with whom we met supported limiting officer liability as set forth in the proposal. The Board recommends a vote FOR this proposal.						See page 89



Audit Committee The Board has determined that each of Mmes. Burwell, Mahlan, and Shive is an “audit committee financial expert” under SEC rules and regulations. In addition, all Audit Committee members satisfy the NYSE’s financial literacy requirements and qualify as Independent Directors under the rules of the SEC and the NYSE, 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 John W. Culver Deeptha Khanna Deirdre A. Mahlan Jaime A. Ramirez Meetings in 2023: 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, 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 NYSE, as well as under our Corporate Governance Policies.


Chair Sherilyn S. McCoy Other Members Mae C. Jemison, M.D. S. Todd Maclin Christa S. Quarles Meetings in 2023: 4			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 inclusion, equity, and diversity program •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 NYSE, 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 2023: 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 2023: 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 Michael D. White (Lead Independent Director) Other Members Michael D. Hsu Sherilyn S. McCoy Dunia A. Shive Mark T. Smucker Meetings in 2023: 0			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.


	Plastics Footprint	Deliver solutions that incorporate more renewable materials and materials that can be regenerated after use.	Reduce plastics footprint by 50%.


	Forests Footprint	Address the climate and biodiversity crises by reducing reliance on fiber from natural forests.	Reduce Natural Forest Fiber footprint by 50%.


	Carbon Footprint	Increase energy efficiency while seeking lower carbon solutions.	Reduce absolute greenhouse gas (GHG) emissions (Scopes 1 and 2) by 50% over 2015 base year. Reduce value chain emissions (Scope 3) by 20%.*


	Water Footprint	Reduce water use at sites in watersheds under stress while supporting community-based water programs.	Reduce water footprint in water-stressed areas by 50%.


Full-time Employee Diversity	2014		2015		2016		2017		2018		2019		2020		2021		2022		2023
Women	31.8	%	32.8	%	31.8	%	30.5	%	30.0	%	30.9	%	31.1	%	30.8	%	31.8	%	32.7	%
Women in Management	31.1	%	32.0	%	33.0	%	33.8	%	33.4	%	34.2	%	35.0	%	36.7	%	37.7	%	38.7	%
People of Color (U.S.)	18.0	%	19.0	%	19.0	%	19.0	%	19.0	%	21.0	%	21.1	%	21.8	%	22.8	%	23.6	%
People of Color in Management (U.S.)	12.2	%	12.7	%	13.2	%	13.9	%	16.0	%	17.9	%	18.9	%	19.6	%	21.9	%	22.4	%


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. The Committee utilized a search firm in connection with Ms. Khanna’s nomination. 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.


			7 of our 13 director nominees are female, and 5 are ethnically diverse



Sylvia M. Burwell, 58 President, American University Director since: 2022			•President of American University, a private research university located in Washington, D.C., since 2017. •Served as 22nd U.S. Secretary of Health and Human Services from 2014 to 2017. •Managed a $1 trillion department with oversight for the National Institutes of Health, Centers for Disease Control and Prevention, Food and Drug Administration, and the Medicaid and Medicare programs. •Served as director of the White House Office of Management and Budget from 2013 to 2014. •Prior to 2013, President of Walmart’s charitable foundation focused on ending hunger, and also held senior roles at the Bill and Melinda Gates Foundation, leading a program focused on combating world poverty through agricultural development, financial services for the poor, and global libraries. •Currently serves on the Board of GuideWell Mutual Holding Corporation, a privately held mutual insurance company.


Other public company boards served on since 2019: None


Experience highlights: Ms. Burwell has been determined by our Board to qualify as an “audit committee financial expert” under the SEC’s rules and regulations, has leadership experience as a senior executive officer, has experience with social responsibility from her senior roles at major charitable foundations, has public policy and public health expertise from her senior government roles, including her service as the U.S. Secretary of Health and Human Services, has international experience, and provides diversity of background and viewpoint from her academic background.



John W. Culver, 63 Former Group President, North America and Chief Operating Officer, Starbucks Corporation Director since: 2020			•Group President, North America and Chief Operating Officer of Starbucks Corporation from 2021 to 2022. •Prior leadership roles at Starbucks include Group President, International, Channel Development and Global Coffee & Tea from 2018 to 2021; Group President, International and Channels from 2017 to 2018; Group President, Starbucks Global Retail from 2016 to 2017; Group President, China, Asia Pacific, Channel Development and Emerging Brands from 2013 to 2016; President, Starbucks Coffee China and Asia Pacific from 2011 to 2013; and President, Starbucks Coffee International from 2009 to 2011. •Currently serves as a director of The Mission Continues.


Other public company boards served on since 2019: Columbia Sportswear Company (since January 2021).


Experience highlights: Mr. Culver satisfies the financial literacy requirements of the NYSE, has leadership experience as a senior executive, has knowledge about our industries, has human capital experience and experience developing a positive corporate culture from his leadership roles at Starbucks, has digital marketing, e-commerce, information technology and cybersecurity expertise, has international experience, and experience with branded consumer goods.



Michael D. Hsu, 59 Chairman of the Board and CEO, Kimberly-Clark Corporation Director since: 2017			•Chairman of the Board since 2020 and Chief Executive Officer since 2019. •Served as President and Chief Operating Officer from 2017 to 2019. •Responsible for the day-to-day operations of our business units, along with our global innovation, marketing and supply chain functions. •Served as Group President, K-C North America from 2013 to 2016 •Responsible for our consumer business in North America, as well as leading the development of new business strategies for global nonwovens. •Served as Group President, North America Consumer Products from 2012 to 2013. •Prior to joining Kimberly-Clark, served as Executive Vice President and Chief Commercial Officer of Kraft Foods, Inc., from January 2012 to July 2012, as President of Sales, Customer Marketing and Logistics from 2010 to 2012 and as President of its grocery business unit from 2008 to 2010. Prior to that, Mr. Hsu served as President and Chief Operating Officer, Foodservice at H. J. Heinz Company.


Other public company boards served on since 2019: Texas Instruments Incorporated (from April 2020 to April 2023).


Experience highlights: Mr. Hsu satisfies the financial literacy requirements of the NYSE, has leadership experience as a chief executive officer, provides diversity of background and viewpoint, has knowledge about our industries, has international experience and experience with branded consumer packaged goods, and has digital and marketing experience.



Mae C. Jemison, M.D., 67 President, The Jemison Group, Inc. Director since: 2002			•Founder and President of The Jemison Group, Inc., a science, technology, and innovation consulting company. •Principal for the 100 Year Starship Project, an initiative started through competitive seed funding from DARPA that fosters science, technological, and human systems breakthroughs and innovations by seeking to ensure that the capability required for human space travel to another star exists within 100 years. •Founded the Dorothy Jemison Foundation for Excellence and developed The Earth We Share international science camp and STEM programs. •Member of faculty of EnMed Texas A&M School of Engineering Medicine. •Professor of Environmental Studies at Dartmouth College from 1995 to 2002 and is currently an adjunct professor at Dartmouth’s medical school. •National Aeronautics and Space Administration (NASA) astronaut from 1987 to 1993. •Member of the National Academy of Medicine and serves on its governance council. Serves on the National Board of Professional Teaching Standards, is the Chair of the NASA Innovative Advanced Concepts (NAC) External Advisory Council, and serves on the Board of the African Museum of Science and Technology (Kenya). •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.


Other public company boards served on since 2019: None.


Experience highlights: Dr. Jemison satisfies the financial literacy requirements of the NYSE, has expertise in scientific research and innovation through founding and leading technology focused businesses and organizations including a medical device company and a space technology design and development initiative, has experience with social responsibility through her role as a professor of Environmental Studies at Dartmouth college and continued work in the field, has international experience and leadership experience of entrepreneurial start-up enterprises and non-profit organizations, provides diversity of background and viewpoint, and has compensation, governance, and public company board experience.



Deeptha Khanna, 48 EVP and Chief Business Leader, Personal Health, Royal Philips Director since: September 2023			•Executive Vice President and Chief Business Leader, Personal Health, of Royal Philips, a health technology company, since 2020, while also serving on the company’s Executive Committee. •Held positions of increasing responsibility at Johnson & Johnson, including Global President, Skin Health and Office of Marketing Value, from 2019 to 2020; Global President, Baby Care, from 2017 to 2019; and Vice President, Baby Care, Asia Pacific and Global Emerging Markets, from 2015 to 2017. •Held positions of increasing responsibility at Procter & Gamble from 1998 to 2015.


Other public company boards served on since 2019: None.


Experience highlights: Ms. Khanna satisfies the financial literacy requirements of the NYSE, has leadership experience as a senior executive, has international experience and experience with branded consumer goods, has experience with mergers and acquisitions, has social responsibility and health sector experience, and has marketing, digital marketing, and e-commerce experience.



S. Todd Maclin, 67 Retired Chairman, Chase Commercial and Consumer Banking, JPMorgan Chase & Co. Director since: 2019			•Retired in 2016 from a 37-year career at JPMorgan Chase & Co., and its predecessor banks, where he rose to Chairman, Chase Commercial and Consumer Banking in 2013, while also serving on the company's Operating Committee. •Held a variety of leadership roles, including Regional Executive for Texas and the Southwest U.S., and Global Executive for Energy Investment Banking. •Serves as a director of The University of Texas Development Board, as a member of the Advisory Council for McCombs Graduate School of Business, on the Executive Committee of The University of Texas Chancellor's Council, on the Board of Visitors of UT Southwestern Health System, on the Steering Committee for the O'Donnell Brain Institute for UT Southwestern, and on the Board of Southwestern Medical Foundation and is a member of its Investment Committee. •Lifetime member of The University of Texas Ex-Students' Alumni Association (Texas Exes). He has served on the Texas Exes’ Board of Directors, as its Interim Co-Executive Director during 2017, and served as President of Texas Exes for the term of June 2019-2020. He is also a lifetime member of the UT President's Associates. In 2017, Mr. Maclin was inducted into the UT McCombs Texas Business Hall of Fame. •Serves on the Board of Directors of RRH Corporation, the parent company of Hunt Consolidated, Inc.; as Board advisor for Cyber Defense Labs; as a member of SMU Tate Lecture Series Board; as a member of Center for Strategic International Studies (CSIS) Advisory Board and co-Chair of its CSIS Dallas Roundtable; and as a Member of Everside Capital Partners Senior Advisory Committee.


Other public company boards served on since 2019: Trinity Industries, Inc. (since September 2020).


Experience highlights: Mr. Maclin satisfies the financial literacy requirements of the NYSE and has a banking and finance background, has leadership experience as a senior executive, has information technology and cybersecurity expertise through his roles at JPMorgan Chase, and provides diversity of background and viewpoint.



Deirdre A. Mahlan, 61 Interim President, CEO and Chairperson of The Duckhorn Portfolio, Inc.; Former President, Diageo North America, Diageo plc Director since: 2021			•Interim President, Chief Executive Officer and Chairperson of The Duckhorn Portfolio, Inc., a luxury wine company, since September 2023. •Had a 19-year career at Diageo plc, a leading beverage alcohol company, where she rose to President of Diageo North America and oversaw Diageo’s U.S. and Canadian spirits and beer businesses from 2015 to 2020. •Served as Chief Financial Officer of Diageo plc from 2010 to 2015. Prior to that, she served in a number of leadership roles, including Deputy Financial Officer and Head of Tax and Treasury. •Began her career at PricewaterhouseCoopers, where she gained experience in audit across multiple diversified global companies. •Is a certified public accountant.


Other public company boards served on since 2019: The Duckhorn Portfolio, Inc. (since March 2021) and Haleon plc (since July 2022).


Experience highlights: Ms. Mahlan has been determined by our Board to qualify as an “audit committee financial expert” under the SEC’s rules and regulations and has an accounting and finance background, has leadership experience as a senior executive, has experience with branded consumer goods, provides diversity of background and viewpoint, and has marketing and public company board experience.