KENVUE INC (KVUE)
Sector: Consumer Staples
2026 Annual Meeting Analysis
KENVUE INC · Meeting: May 21, 2026
Directors FOR
11
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Ms. Holden currently serves on 3 other public company boards (NNN REIT, Dentsply Sirona, and Western Union) in addition to Kenvue, giving her 4 total public board seats — the maximum allowed under our policy — and she also chairs the Compensation & Human Capital Committee, a highly time-intensive role; this combination raises a legitimate concern about whether she can devote sufficient attention to each board, warranting an AGAINST vote on overboarding grounds.
For Analysis
Director since May 2023; KVUE's 3-year TSR is essentially in line with the peer group median (gap of +0.1pp vs. the 20pp trigger threshold for negative absolute TSR), so the TSR trigger does not fire; no overboarding (2 public boards), no attendance issues, and strong consumer/global brand experience is clearly relevant.
Director since May 2023; peer TSR trigger does not apply (gap only +0.1pp vs. 20pp threshold); holds no other public company board seats, has no attendance concerns, and her digital/technology expertise is directly relevant to Kenvue's growth strategy.
Director since May 2023; peer TSR trigger does not apply; currently sits on 2 public boards (Hilton, PPG) having departed Verizon and Target, so no overboarding concern; extensive consumer goods executive experience is highly relevant.
Director since March 2025, which is fewer than 24 months before the meeting, so she is fully exempt from the TSR trigger under the new-director rule; her CPG and digital marketing background is relevant, and she holds only 1 other public board seat.
Director since March 2025, fewer than 24 months before the meeting, so she is exempt from the TSR trigger; holds 2 other public board seats (ALS Limited and DSM-Firmenich), no overboarding concern; deep consumer health and global executive experience is highly relevant.
Director and independent Board Chair since May 2023; peer TSR trigger does not apply (gap only +0.1pp vs. 20pp threshold); holds no other current public company board seats; his consumer health and large-company leadership experience is clearly relevant, and he has invested substantial time as Chair during a complex strategic transition.
Director since August 2024, fewer than 24 months before the meeting, so she is exempt from the TSR trigger; holds no other current public company boards after AMC tenure ended in 2025; her EY audit and finance background makes her an ideal Audit Committee member.
Director since December 2024 and current CEO; fewer than 24 months of board tenure so exempt from the TSR trigger as a director; as a sitting CEO he holds 1 outside public board seat (J.M. Smucker), which is within the 1-seat limit for sitting CEOs under our policy; the Say on Pay vote is evaluated separately.
Director since May 2023; peer TSR trigger does not apply; holds 2 other public board seats (Intuit and Delta Air Lines), no overboarding concern; as Audit Committee Chair with nearly 25 years of CFO experience across multiple industries, his financial expertise is unquestionable.
Director since March 2025, fewer than 24 months before the meeting, so he is exempt from the TSR trigger; holds no other current public company board seats; his activist investor and capital markets background brings useful shareholder-alignment perspective.
Director since May 2023; peer TSR trigger does not apply (gap only +0.1pp vs. 20pp threshold); holds 1 other public board seat (Wayfair), no overboarding concern; nearly four decades of consumer health experience at Johnson & Johnson is directly relevant to Kenvue's business.
The 12-director slate is broadly well-qualified, with deep consumer, digital, finance, and global experience. The TSR trigger does not fire for any director because KVUE's 3-year total return is essentially in line with the peer group median (gap of only +0.1pp against a 20pp threshold for negative absolute TSR). Six of the twelve directors joined within the past 24 months and are separately exempt from the TSR trigger. One AGAINST vote is warranted for Betsy D. Holden solely on overboarding grounds — she sits on 4 total public boards while also chairing the Compensation & Human Capital Committee, reaching the maximum board count permitted under our policy. All other directors receive a FOR vote.
Say on Pay
✓ FORCEO
Kirk Perry
Total Comp
$7,494,081
Prior Support
97%%
The CEO's total reported compensation of approximately $7.5 million is reasonable for an interim-to-permanent CEO at a ~$33 billion consumer staples company, and pay mix is strongly performance-oriented — base salary represents roughly 17% of total reported pay, well below the 40% fixed-pay ceiling. The annual incentive plan paid out at only ~65% of target for most executives, reflecting genuine underperformance on organic sales and adjusted net income, which is exactly how a well-designed incentive structure should behave. Crucially, KVUE's 3-year total return is essentially in line with the peer group median (+0.1pp), so above-benchmark variable pay is not an issue here — the pay-for-performance alignment check passes. The prior year Say on Pay received 97% shareholder support, there is a robust clawback policy in place, and dilution from executive equity grants does not appear to exceed normal thresholds, so no policy triggers are met.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP is a Big 4 firm and fully appropriate for a company of Kenvue's size and complexity. The proxy does not disclose auditor tenure or a detailed fee breakdown, so neither the tenure trigger nor the non-audit fee ratio trigger can be confirmed; per policy, the tenure trigger requires confirmed data to fire, so the default FOR vote applies. No material financial restatements attributable to audit failure were identified in the filing.
Overall Assessment
The 2026 Kenvue ballot contains three proposals: director elections, Say on Pay, and auditor ratification. The vote determinations are largely favorable — Say on Pay and auditor ratification both receive FOR votes, and 11 of 12 director nominees receive FOR votes — with the sole exception being Betsy D. Holden, who receives an AGAINST vote because she sits on 4 public company boards simultaneously while also chairing the Compensation & Human Capital Committee, reaching the maximum board count permitted under our overboarding policy.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing