Kimberly Clark Corp DEFR14A, filed Feb 28, 2023

Kimberly Clark Corp (KMB)

DEFR14A 2023-02-28

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☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12

☑	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.

1.	To elect as directors the twelve nominees named in the accompanying proxy statement;
2.	To ratify the selection of Deloitte & Touche LLP as our independent auditor for 2023;
3.	To approve the compensation for our named executive officers in an advisory vote; and
4.	To approve the frequency of future stockholder votes on our named executive officers’ compensation in an advisory vote.

	04		Proxy Summary

	9		Corporate Governance
	9		Board Leadership Structure
	10		Director Independence
	10		Board Meetings
	10		Board Committees
	15		Compensation Committee Interlocks and Insider Participation
	15		Stockholder Rights
	16		Communicating With Directors; Stockholder Engagement Policy
	16		Stockholder Engagement
	16		Our Approach to Sustainability
	21		Other Corporate Governance Policies and Practices

	24		Proposal 1. Election of Directors
	24		Process for Director Elections
	24		Process and Criteria for Nominating Directors
	25		Committee Review of Attributes of Current Directors
	25		Diversity of Directors
	26		The Nominees
	32		Director Compensation
	33		2022 Outside Director Compensation

	35		Proposal 2. Ratification of Auditor
	36		Principal Accounting Firm Fees
	36		Audit Committee Approval of Audit and Non-Audit Services
	37		Audit Committee Report

	38		Proposal 3. Advisory Vote to Approve Named Executive Officer Compensation

	39		Compensation Discussion and Analysis
	39		2022 Performance and Pay Decisions
	43		Executive Compensation Objectives and Policies
	44		Components of Our Executive Compensation Program
	44		Setting Annual Compensation
	47		Executive Compensation for 2022
	56		Benefits and Other Compensation
	57		Executive Compensation for 2023
	58		Additional Information About Our Compensation Practices
	61		Management Development and Compensation Committee Report
	62		Analysis of Compensation-Related Risks

	63		Compensation Tables
	63		Summary Compensation
	67		Grants of Plan-Based Awards
	68		Discussion of Summary Compensation and Plan-Based Awards Tables
	69		Outstanding Equity Awards
	71		Option Exercises and Stock Vested
	72		Nonqualified Deferred Compensation
	74		Potential Payments on Termination or Change of Control
	80		Equity Compensation Plan Information

	81		Proposal 4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation

	82		Other Information
	82		Security Ownership Information
	84		Transactions with Related Persons
	85		Pay Versus Performance
	89		CEO Pay Ratio Disclosure

	90		General Information about our Annual Meeting
	90		How We Provide Proxy Materials
	90		Who May Vote
	90		How To Vote
	91		How to Revoke or Change Your Vote
	91		Votes Required
	91		How Abstentions will be Counted
	91		Effect of Not Instructing Your Broker
	91		Direct Stock Purchase and Dividend Reinvestment Plan
	92		Employee Benefit Plans
	92		Attending the Virtual Annual Meeting
	93		Costs of Solicitation
	93		Stockholders Sharing the Same Household
	93		Stockholder Proposals for Inclusion in Next Year’s Proxy Statement
	94		Stockholder Director Nominees for Inclusion in Next Year’s Proxy Statement
	94		Stockholder Director Nominees Not Included in Next Year’s Proxy Statement
	94		Other Stockholder Proposals Not Included in Next Year’s Proxy Statement

	95		Other Matters to be Presented at the Annual Meeting

Proposal	Description	Board voting recommendation
1 Election of directors	Election of 12 directors to serve for a one-year term	FOR all nominees
2 Ratification of auditor	Approval of the Audit Committee’s selection of Deloitte & Touche LLP as Kimberly-Clark’s independent auditor for 2023	FOR
3 Say-on-pay	Advisory approval of our named executive officers’ compensation	FOR
4 Frequency of say-on-pay votes	Advisory approval of the frequency of future stockholder votes on our named executive officers’ compensation	ONE YEAR

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

Name	Occupation	Independent	Committee Memberships*	Other Public Company Boards
Michael D. Hsu Age: 58 Director Since: 2017	Chairman of the Board and CEO Kimberly-Clark Corporation		E	1
Sylvia M. Burwell Age: 57 Director Since: 2022	President American University	●	A	0
John W. Culver Age: 62 Director Since: 2020	Former Group President, North America and Chief Operating Officer Starbucks Corporation	●	A	1
Mae C. Jemison, M.D. Age: 66 Director Since: 2002	President The Jemison Group	●	MDC, NCG	0
S. Todd Maclin Age: 66 Director Since: 2019	Retired Chairman, Chase Commercial and Consumer Banking JPMorgan Chase & Co.	●	MDC, NCG	1
Deirdre A. Mahlan Age: 60 Director Since: 2021	Retired President, Diageo North America Diageo plc	●	A	2
Sherilyn S. McCoy Age: 64 Director Since: 2018	Former CEO Avon Products, Inc.	●	MDC (Chair), E	2
Christa S. Quarles Age: 49 Director Since: 2016	CEO Alludo (f/k/a Corel Corporation)	●	MDC, NCG	1
Jaime A. Ramirez Age: 56 Director Since: 2021	Former EVP and President, Global Tools & Storage Stanley Black & Decker	●	A	0

Performance Measures	2022 Results	2022 Target
Net sales	$20.1 billion	$19.7 billion
Adjusted EPS	$5.68	$6.00

	Chairing the Executive Committee

	Chairing executive sessions at which non-management directors meet outside management’s presence, and providing feedback from such sessions to the CEO

	Coordinating the activities of the Independent Directors

	Providing input on and approving the agendas and schedules for Board meetings

	Leading (with the Chair of the Nominating and Corporate Governance Committee) the annual Board evaluation

	Leading (with the Chairman of the Management Development and Compensation Committee) the Board’s review and discussion of the CEO’s performance

	Providing feedback to individual directors following their individual evaluations

	Speaking on behalf of the Board and chairing Board meetings when the Chairman of the Board is unable to do so

	Acting as a direct conduit to the Board for stockholders, employees and others according to the Board’s policies

	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

	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 programs and related metrics
	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

	Conducting a review of the competitive market data (including base salary, annual incentive targets and long-term incentive targets) for our executive officers, including our CEO
	Reviewing and commenting, as requested by the Committee, on recommendations by management and Mercer Human Resource Consulting (“Mercer”) concerning executive compensation programs, including program changes and redesign, special awards, change-of-control provisions, our executive compensation peer group, any executive contract provisions, promotions, retirement and related items
	Reviewing and commenting on the Committee’s report for the proxy statement
	Attending Committee meetings
	Periodically consulting with the Chair of the Committee

	Assessing our executive compensation peer group and recommending changes as necessary
	Assessing compensation levels within our peer group for executive officer positions and other selected positions
	Reviewing historic and projected performance for peer group companies under the metrics we use in our annual and long-term incentive plans
	Assisting in incentive plan design and modifications, as requested
	Providing market research on various issues as requested by management
	Preparing for and participating in Committee meetings, as requested
	Reviewing the Compensation Discussion and Analysis section of the proxy statement and other disclosures, as requested
	Consulting with management on compensation matters

	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


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%.


*	Reduction target is focused on emissions from the Greenhouse Gas Protocol’s Scope 3 Category 1 (Purchased Goods and Services) and Category 12 (End of Life Treatment of Sold Products).

	Our RightCycle program, which helps our K-C Professional customers recycle our products, celebrated its tenth year of innovation. Since inception, RightCycle has enabled K-C Professional customers in North America to divert over 1,600 metric tons of used personal protective equipment (PPE) and other waste from landfills.
	Huggies sponsored “Hand to Hold,” which provided critical resources, educational materials, and virtual support to over 18,000 mothers and families struggling with infants in intensive care.
	We donated 20 million diapers through partnerships to struggling families.
	We made substantial progress in pursuit of our Science-Based Targets initiative (SBTi)-approved carbon reduction goal, cutting our Scope 1 and 2 GHG emissions to achieve a 40.7 percent reduction against our 2015 baseline.
	We achieved 87 percent environmentally preferred fiber use globally by increasing procurement of Forest Stewardship Council^® (FSC^®)-certified virgin wood fiber as well as recycled fiber for tissue products.
	We launched our Women’s Inclusion Network India Employee Resource Group across Kimberly-Clark India business groups.

	CDP (formerly Carbon Disclosure Project) 2021 “A-” ranking for Climate Change, and “B” in Water Security and Forests
	FTSE4Good Index Series - 18th consecutive year - for excellence in environmental, social, and governance
	Rating of “AA” in MSCI Global Sustainability Index
	Forbes JUST Capital 2022 Top 100
	U.S. Environmental Protection Agency’s Green Power Partnership National Top 100
	Barron’s 100 Most Sustainable Companies

	Women and people of color comprise 31 percent and 54 percent, respectively, of the Executive Leadership Team roles reporting to our CEO.
	Women and people of color comprise 37.2 percent and 25.1 percent of our employee leadership population at the director-level and above, respectively.
	Women and people of color comprise 37.7 percent and 21.9 percent of our employee leadership population in all levels of management, respectively.

	Creating Communities: Develop a Kimberly-Clark community whose deepened understanding and daily actions drive inclusion, embrace diversity, empower authenticity and foster a sense of belonging.
	Empowering Employees: Equip and empower talent to thrive, and embrace hiring, promotion, and development practices that reflect our diverse consumer base.
	Leveraging Leadership: Raise the standard, expecting our leaders to act as cultural cultivators who build and nurture diverse, high-performing teams and infuse inclusion and equity into decision-making and the employee’s lifecycle experience.
	Accelerating Action: Using our global strength, we partner with organizations to combat inequities for our people, our consumers, and our communities around the world – to make lives better today and tomorrow.

Full-time Employee Diversity	2013	2014	2015	2016	2017	2018	2019	2020	2021	2022
Women	35.6%	31.8%	32.8%	31.8%	30.5%	30.0%	30.9%	31.1%	30.8%	31.8%
Women in Management	30.3%	31.1%	32.0%	33.0%	33.8%	33.4%	34.2%	35.0%	36.7%	37.7%
People of Color (U.S.)	19.0%	18.0%	19.0%	19.0%	19.0%	19.0%	21.0%	21.1%	21.8%	22.8%
People of Color in Management (U.S.)	13.7%	12.2%	12.7%	13.2%	13.9%	16.0%	17.9%	18.9%	19.6%	21.9%

	The Management Development and Compensation Committee reviews the risk profile of our compensation policies and practices. This process includes a review of an assessment of our compensation programs, as described in “Compensation Discussion and Analysis — Analysis of Compensation-Related Risks.”
	The Nominating and Corporate Governance Committee monitors risks relating to governance matters and recommends appropriate actions in response to those risks. In addition, it provides oversight of our corporate social responsibility programs and sustainability activities and receives regular updates on the effectiveness of these programs.

	Information security concepts included in our mandatory onboarding Code of Conduct training for all employees
	Monthly phishing drills with global participation
	An annual Cyber Security Awareness Month (CSAM) event consisting of educational opportunities and activities for all employees, including internal and external speakers and presentations. Includes training focused on timely, risk-based topics that align to corporate initiatives.
	Table-top exercises with senior leaders covering ransomware and third-party threats

	An Independent Director serves as an executive officer of the tax-exempt organization; and
	If within the preceding three years, contributions in any single year from Kimberly-Clark to the organization exceeded the greater of $1 million or 2 percent of the tax-exempt organization’s consolidated gross revenues.


Leadership experience as a chief or senior executive officer		Marketing, e-commerce and digital experience
Industry experience		Compensation, governance and public company board experience
International experience		Diversity of background or viewpoint
Financial expertise		Cybersecurity experience
Social responsibility experience		Innovation experience
M&A experience		Strategy and transformation experience


The Nominees

Director since April 2022 Age 57		Sylvia M. Burwell President, American University Ms. Burwell has served as the President of American University, a private research university located in Washington, D.C., since 2017. Prior to joining American University, she served as the 22nd U.S. Secretary of Health and Human Services from 2014 to 2017. In this role, she 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. She served as the Director of the White House Office of Management and Budget from 2013 to 2014. Prior to her service in Washington, Ms. Burwell was 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. She serves on the Board of GuideWell Mutual Holding Corporation, a privately held mutual insurance company. Other public company boards served on since 2018: None. Experience attributes: Ms. Burwell satisfies the financial literacy requirements of the NYSE, has leadership experience as a senior executive officer, has experience with sustainability 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.

Director since 2020 Age 62		John W. Culver Former Group President, North America and Chief Operating Officer, Starbucks Corporation Mr. Culver served as Group President, North America and Chief Operating Officer of Starbucks Corporation from July 2021 to December 2022. Prior to that, he served in a number of leadership roles, including Group President, International, Channel Development and Global Coffee & Tea from 2018 to July 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. Mr. Culver serves as a director of The Mission Continues. Other public company boards served on since 2018: Columbia Sportswear Company (since January 2021). Experience attributes: Mr. Culver satisfies the financial literacy requirements of the NYSE, has leadership experience as a senior executive, has knowledge about our industries, has digital marketing, e-commerce, information technology and cybersecurity expertise from his roles at Starbucks, has international experience and experience with branded consumer goods.

Director since 2021 Age 56		Jaime A. Ramirez Former Executive Vice President and President, Global Tools & Storage, Stanley Black & Decker, Inc. Mr. Ramirez served as Executive Vice President and President, Global Tools & Storage of Stanley Black & Decker, Inc., a leading industrial and consumer products company, from 2020 to July 2022. Prior to that, he served as Senior Vice President and Chief Operating Officer, Tools & Storage, from 2019 to 2020 and Senior Vice President and President, Global Emerging Markets, from 2012 to 2019. Prior to that, he served in a number of leadership roles since joining the company in 1991, including President, Construction and DIY, Latin America and President, Latin America Group. Other public company boards served on since 2018: None. Experience attributes: Mr. Ramirez satisfies the financial literacy requirements of the NYSE, has leadership experience as a senior executive, has international experience and experience with branded consumer goods, and has marketing, digital marketing and e-commerce experience.

Director since 2019 Age 62		Dunia A. Shive Former President and Chief Executive Officer, Belo Corp. Ms. Shive served as Senior Vice President of TEGNA Inc., formerly Gannett Co., Inc., a broadcast and digital media company, from 2013 to 2017. She previously served as President and Chief Executive Officer of Belo Corp. from 2008 to 2013, which was acquired by Gannett in 2013. She joined Belo Corp. in 1993 and served as Chief Financial Officer and various other leadership positions prior to her election as President and Chief Executive Officer. She serves as a Trustee of Parks for Downtown Dallas. Other public company boards served on since 2018: DallasNews Corporation (since September 2021), Dr Pepper Snapple Group, Inc. (through July 2018), Main Street Capital Corporation (since March 2020) and Trinity Industries, Inc. Experience attributes: Ms. Shive 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 chief executive officer, provides diversity of background and viewpoint, and has marketing, compensation, governance and public company board experience.

Director since 2019 Age 53		Mark T. Smucker President and Chief Executive Officer, The J.M. Smucker Company Mr. Smucker has served as President and Chief Executive Officer of The J.M. Smucker Company, a manufacturer and marketer of food and beverage products, since 2016. Prior to that time, he served as its President and President, Consumer and Natural Foods, from 2015 to 2016; President, U.S. Retail Coffee, from 2011 to 2015; President, Special Markets, from 2008 to 2011; Vice President, International, from 2007 to 2008; and Vice President, International and Managing Director, Canada, from 2006 to 2007. Other public company boards served on since 2018: The J.M. Smucker Company. Experience attributes: Mr. Smucker satisfies the financial literacy requirements of the NYSE, has leadership experience as a chief executive officer, has knowledge about our industries, has experience with branded consumer packaged goods, and has innovation, marketing, compensation, governance and public company board experience.

	to remain competitive with the compensation paid to outside directors of comparable companies
	to keep pace with changes in practices in director compensation
	to attract qualified candidates for Board service
	to reinforce our practice of encouraging stock ownership by our directors

Board Members		Cash retainer: $105,000 annually, paid in four quarterly payments at the beginning of each quarter. Restricted share units: Annual grant with a value of $185,000, awarded and valued on the first business day of the year
Committee Chairs		Additional annual grant of restricted share units with a value of $20,000, awarded and valued on the first business day of the year
Lead Director		Additional annual grant of restricted share units with a value of $30,000, awarded and valued on the first business day of the year
Stockholder Alignment		Restricted share units are not paid out until retirement or other termination of Board service

Name⁽¹⁾	Fees Earned or Paid in Cash($)	Stock Awards ($)^(2)(3)(4)	All Other Compensation ($)⁽⁵⁾	Total($)⁽⁶⁾
Sylvia M. Burwell	78,750	138,750	—	217,500
John W. Culver	105,000	185,000	10,000	300,000
Robert W. Decherd	105,000	205,000	10,000	320,000
Mae C. Jemison, M.D.	105,000	185,000	—	290,000
S. Todd Maclin	105,000	185,000	10,000	300,000
Deirdre A. Mahlan	105,000	185,000	—	290,000
Sherilyn S. McCoy	105,000	205,000	10,000	320,000
Christa S. Quarles	105,000	185,000	5,000	295,000
Jaime A. Ramirez	105,000	185,000	—	290,000
Ian C. Read	52,500	185,000	10,000	247,500
Dunia A. Shive	105,000	205,000	—	310,000
Mark T. Smucker	105,000	185,000	—	290,000
Michael D. White	105,000	215,000	—	320,000

⁽¹⁾	Mr. Read served as a director until his retirement on April 27, 2022 and received fees for two quarters. Ms. Burwell joined the Board on April 27, 2022 and received a pro-rated stock award as well as fees for three quarters.
⁽²⁾	Amounts shown reflect the grant date fair value of those grants, determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 — Stock Compensation (“ASC Topic 718”) for restricted share unit awards granted pursuant to our 2021 Outside Directors’ Compensation Plan. See Note 7 to our audited consolidated financial statements included in our Annual Report on Form 10-K for 2022 for the assumptions used in valuing these restricted share units.
⁽³⁾	Restricted share unit awards were granted to the Outside Directors on January 3, 2022, except for Ms. Burwell who joined the Board and received a grant on April 27, 2022. The number of restricted share units granted is set forth below:

Name		Restricted Share Unit Grants in 2022(#)
Sylvia M. Burwell		988
John W. Culver		1,299
Robert W. Decherd		1,439
Mae C. Jemison, M.D.		1,299
S. Todd Maclin		1,299
Deirdre A. Mahlan		1,299
Sherilyn S. McCoy		1,439
Christa S. Quarles		1,299
Jaime A. Ramirez		1,299
Ian C. Read		1,299
Dunia A. Shive		1,439
Mark T. Smucker		1,299
Michael D. White		1,510

Name	Restricted Stock(#)	Restricted Share Units(#)
Sylvia M. Burwell	—	1,006
John W. Culver	—	3,204
Robert W. Decherd	3,000	56,468
Mae C. Jemison, M.D.	—	52,138
S. Todd Maclin	—	5,278
Deirdre A. Mahlan	—	1,789
Sherilyn S. McCoy	—	6,774
Christa S. Quarles	—	10,610
Jaime A. Ramirez	—	1,789
Dunia A. Shive	—	5,582
Mark T. Smucker	—	4,719
Michael D. White	—	13,024