DEF 14A of Kimberly Clark Corp, Mar 7, 2022

DEF 14A of Kimberly Clark Corp

Filed Mar 7, 2022 · FY20210001206774-22-000617

Open on EDGAR

  1. live webcast at https://meetnow. global/MJW2GVW

    | 65 | Compensation Tables | | 65 | Summary Compensation | | 69 | Grants of Plan-Based Awards | | 70 | Discussion of Summary Compensation and Plan-Based Awards Tables | | 71 | Outstanding Equity Awards | | 74 | Option Exercises and Stock Vested | | 75 | Pension Benefits | | 77 | Nonqualified Deferred Compensation | | 79 | Potential Payments on Termination or Change of Control | | 85 | Equity Compensation Plan Information | | 86 | Other Information | | 86 | Security Ownership Information | | 88 | Transactions with Related Persons | | 89 | CEO Pay Ratio Disclosure | | 90 | Stockholders Sharing the Same Household | | 90 | Stockholder Proposals for Inclusion in Next Year’s Proxy Statement | | 90 | Stockholder Director Nominees for Inclusion in Next Year’s Proxy Statement | | 90 | Stockholder Director Nominees Not Included in Next Year’s Proxy Statement | | 91 | Other Stockholder Proposals Not Included in Next Year’s Proxy Statement | | 92 | General Information about our Annual Meeting | | 92 | How We Provide Proxy Materials | | 92 | Who May Vote | | 92 | How To Vote | | 93 | How to Revoke or Change Your Vote | | 93 | Votes Required | | 93 | How Abstentions will be Counted | | 93 | Effect of Not Instructing Your Broker | | 93 | Direct Stock Purchase and Dividend Reinvestment Plan | | 94 | Employee Benefit Plans | | 94 | Attending the Virtual Annual Meeting | | 94 | Costs of Solicitation | | 95 | Other Matters to be Presented at the Annual Meeting |

  2. 2021 Performance and Compensation Highlights

    Based on this performance, the Committee approved annual cash incentives for 2021 below the target amount, including an annual incentive payout for our Chief Executive Officer (CEO) of 62 percent.

  3. 2021 Performance and Compensation Highlights

    | | 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. |

  4. Our Board Nominees

    Our Board Nominees We believe our director nominees collectively possess the necessary experience and attributes to effectively guide our company and reflect the diversity of our global consumers.

  5. Our Board Nominees

    | Name | Occupation | Independent | Committee Memberships* | Other Public Company Boards | | Michael D. Hsu Age: 57 Director Since: 2017 | Chairman of the Board and CEO Kimberly-Clark Corporation | | E | 1 | | Sylvia M. Burwell Age: 56 New Director Nominee | President American University | ● | | 0 | | John W. Culver Age: 61 Director Since: 2020 | Group President, North America and Chief Operating Officer Starbucks Corporation | ● | A | 1 | | Robert W. Decherd Age: 70 Director Since: 1996 | Chairman, President and CEO DallasNews Corporation | ● | NCG (Chair), E | 1 | | Mae C. Jemison, M.D. Age: 65 Director Since: 2002 | President The Jemison Group | ● | MDC, NCG | 0 | | S. Todd Maclin Age: 65 Director Since: 2019 | Retired Chairman, Chase Commercial and Consumer Banking JPMorgan Chase & Co. | ● | A | 1 | | Deirdre A. Mahlan Age: 59 Director Since: September 2021 | Retired President, Diageo North America Diageo plc | ● | A | 1 | | Sherilyn S. McCoy Age: 63 Director Since: 2018 | Former CEO Avon Products, Inc. | ● | MDC (Chair), E | 3 | | Christa S. Quarles Age: 48 Director Since: 2016 | CEO Corel Corporation | ● | MDC, NCG | 1 | | Jaime A. Ramirez Age: 55 Director Since: September 2021 | EVP and President, Global Tools & Storage Stanley Black & Decker | ● | A | 0 | | Dunia A. Shive Age: 61 Director Since: 2019 | Former CEO and President Belo Corp. | ● | A (Chair), E | 3 | | Mark T. Smucker Age: 52 Director Since: 2019 | President and CEO The J.M. Smucker Company | ● | A | 1 | | Michael D. White Age: 70 Director Since: 2015 | Former Chairman, President and CEO DIRECTV | ● | E (Chair) | 2 |

  6. Our Board Nominees

    | A = Audit Committee; MDC = Management Development and Compensation Committee; NCG = Nominating and Corporate Governance Committee; E = Executive Committee.* |

  7. Our Board Nominees

    Ian Read, who will not stand for re-election to the Board of Directors when his term expires at this year’s Annual Meeting, currently serves as a member of the Management Development and Compensation Committee and the Nominating and Corporate Governance Committee.

  8. Our Board Nominees

    | 8 | 2022 Proxy Statement |

  9. Our Board Nominees

    Corporate Governance Our governance structure and processes are based on a number of important governance documents including our Code of Conduct, Certificate of Incorporation, Corporate By-Laws, Corporate Governance Policies and our Board Committee Charters. These documents, which are available in the Investors section of our website at www.kimberly-clark.com, guide the Board and our management in the execution of their responsibilities. Kimberly-Clark believes that there is a direct connection between good corporate governance and long-term, sustained business success, and we believe it is important to uphold sound governance practices. As such, the Board reviews its governance practices and documents on an ongoing basis, considering changing regulatory requirements, governance trends and issues raised by our stockholders. After careful evaluation, we may periodically make changes to maintain or enhance current governance practices and promote stockholder value.

  10. Management Development and Compensation Committee

    | | 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: |

  11. Management Development and Compensation Committee

    | | 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 |

  12. Management Development and Compensation Committee

    | | 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 Chairman of the Committee |

  13. Management Development and Compensation 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 |

  14. Diversity of Directors

    Diversity of Directors As noted above, the Nominating and Corporate Governance Committee believes that diversity of backgrounds and viewpoints is a key attribute to include in the boardroom. As a result, the Committee seeks to have a diverse Board that is representative of our customer, consumer, employee and stockholder base, including gender and ethnic/racial diversity. While the Committee carefully considers this diversity when identifying potential director candidates, the Committee has not established a formal policy regarding diversity. Our Board currently includes individuals of differing ages, races and genders. In particular, 46% of our director nominees are female and 31% of our director nominees are ethnically diverse.

  15. Diversity of Directors

    | 2022 Proxy Statement | 25 |

  16. Diversity of Directors

    | | Proposal 1. Election of Directors The Nominees |

  17. Diversity of Directors

    | The Nominees | | | New Nominee Age 56 | 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 2017: None. Experience attributes: Ms. Burwell satisfies the financial literacy requirements of the NYSE, has leadership experience as a senior executive officer, has international experience, and provides diversity of background and viewpoint from her academic background and deep government experience. |

  18. Diversity of Directors

    | Director since 2020 Age 61 | John W. Culver Group President, North America and Chief Operating Officer, Starbucks Corporation Mr. Culver joined Starbucks Corporation in 2002 and has served as Group President, North America and Chief Operating Officer since July 2021. 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 2017: 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 international experience and experience with branded consumer goods, and has marketing experience. |

  19. Diversity of Directors

    | 26 | 2022 Proxy Statement |

  20. Diversity of Directors

    | | Proposal 1. Election of Directors The Nominees |

  21. Diversity of Directors

    | Director since 1996 Age 70 | Robert W. Decherd Chairman, President and Chief Executive Officer, DallasNews Corporation Mr. Decherd was elected Chairman, President and Chief Executive Officer of DallasNews Corporation (f/k/a A. H. Belo Corporation), a newspaper publishing and Internet company, in 2018. He previously served as Chairman, President and Chief Executive Officer of DallasNews Corporation from 2008 to 2013 and served as Vice Chairman of the Board from 2013 to 2016. Mr. Decherd was Chief Executive Officer of Belo Corp., a broadcasting and newspaper publishing company, from 1987 to 2008, when the company split its newspaper and television businesses into two publicly-held entities. Mr. Decherd is presently Chairman of Parks for Downtown Dallas, a civic organization. He has previously served as a member of the Advisory Council of the Harvard University Center for Ethics and the Board of Visitors of the Columbia Graduate School of Journalism. Other public company boards served on since 2017: DallasNews Corporation. Experience attributes: Mr. Decherd satisfies the financial literacy requirements of the NYSE, has leadership experience as a chief executive officer, provides diversity of background and viewpoint, and has marketing, compensation, governance and public company board experience. |

  22. Diversity of Directors

    | Director since 2017 Age 57 | Michael D. Hsu Chairman of the Board and Chief Executive Officer Mr. Hsu has served as Chairman of the Board since January 2020 and as Chief Executive Officer since January 2019. Prior to that, he served as President and Chief Operating Officer since 2017, where he was responsible for the day-to-day operations of our business units, along with our global innovation, marketing and supply chain functions. He served as Group President, K-C North America from 2013 to 2016, where he was responsible for our consumer business in North America, as well as leading the development of new business strategies for global nonwovens. From 2012 to 2013, his title was Group President, North America Consumer Products. Prior to joining Kimberly-Clark, Mr. Hsu 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 2017: Texas Instruments Incorporated (since April 2020). Experience attributes: 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 marketing experience. |

  23. Diversity of Directors

    | 2022 Proxy Statement | 27 |

  24. Diversity of Directors

    | | Proposal 1. Election of Directors The Nominees |

  25. Diversity of Directors

    | Director since 2002 Age 65 | Mae C. Jemison, M.D. President, The Jemison Group, Inc. Dr. Jemison is founder and President of The Jemison Group, Inc., a science, technology and innovation consulting company, and is also the Principal for the 100 Year Starship Project, an initiative started through competitive seed funding from DARPA that promotes 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. Dr. Jemison founded the Dorothy Jemison Foundation for Excellence and developed The Earth We Share international science camp and STEM programs. She was president and founder of BioSentient medical devices company from 2000 to 2012. Dr. Jemison was professor of Environmental Studies at Dartmouth College from 1995 to 2002 and is currently an adjunct professor at Dartmouth’s medical school. From 1987 to 1993 she served as a National Aeronautics and Space Administration (NASA) astronaut. Dr. Jemison is a member of the National Academy of Medicine and is on its governance council. She serves on the National Board of Professional Teaching Standards and the NASA Innovative Advanced Concepts External Advisory Council. She was founding chair of the State of Texas Product Development and Small Business Incubator Board and was a member of the National Advisory Council for Biomedical Imaging and Bioengineering. Other public company boards served on since 2017: Valspar Corporation (through June 2017). Experience attributes: Dr. Jemison satisfies the financial literacy requirements of the NYSE, 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. |

  26. Diversity of Directors

    | Director since 2019 Age 65 | S. Todd Maclin Retired Chairman, Chase Commercial and Consumer Banking, JPMorgan Chase & Co. Mr. Maclin 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. Prior to that, he held a variety of leadership roles, including Regional Executive for Texas and the Southwest U.S., and Global Executive for Energy Investment Banking. Mr. Maclin 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. Mr. Maclin is a 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. Mr. Maclin also serves on the Board of Directors of RRH Corporation, the parent company of Hunt Consolidated, Inc.; and as Advisory Director of Susser Banc Holdings, Inc. (formerly BancAffiliated, Inc.). Other public company boards served on since 2017: Trinity Industries, Inc. (since September 2020). Experience attributes: Mr. Maclin has been determined by our Board to qualify as an “audit committee financial expert” under the SEC’s rules and regulations and has a banking and finance background, has leadership experience as a senior executive, and provides diversity of background and viewpoint. |

  27. Diversity of Directors

    | 28 | 2022 Proxy Statement |

  28. Diversity of Directors

    | | Proposal 1. Election of Directors The Nominees |

  29. Diversity of Directors

    | Director since September 2021 Age 59 | Deirdre A. Mahlan Former President, Diageo North America, Diageo plc Ms. Mahlan 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 June 2020. From 2010 to 2015, she served as Chief Financial Officer of Diageo plc. Prior to that, she served in a number of leadership roles, including Deputy Financial Officer and Head of Tax and Treasury. Ms. Mahlan began her career at PricewaterhouseCoopers, where she gained experience in audit across multiple diversified global companies. She serves as a non-executive director of Experian plc. Ms. Mahlan is a certified public accountant. Other public company boards served on since 2017: The Duckhorn Portfolio, Inc. (since March 2021). Experience attributes: 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. |

  30. Diversity of Directors

    | Director since 2018 Age 63 | Sherilyn S. McCoy Former Chief Executive Officer, Avon Products, Inc. Ms. McCoy served as Chief Executive Officer and Director of Avon Products, Inc., a personal care products company, from 2012 to 2018. Prior to joining Avon, Ms. McCoy had a 30-year career at Johnson & Johnson, where she rose to Vice Chairman in 2011. Most recently at Johnson & Johnson, Ms. McCoy oversaw Pharmaceutical, Consumer, Corporate Office of Science & Technology, and Information Technology divisions. Prior to that, she served in a number of leadership roles, including Worldwide Chairman, Pharmaceuticals Group from 2009 to 2011; Worldwide Chairman, Surgical Care Group from 2008 to 2009; and Company Group Chairman and Worldwide Franchise Chairman of Ethicon, Inc., a subsidiary of Johnson & Johnson, from 2005 to 2008. Earlier in her career, Ms. McCoy was Global President of the Baby and Wound Care franchise; Vice President, Marketing for a variety of global brands; and Vice President, Research & Development for the Personal Products Worldwide Division. Other public company boards served on since 2017: AstraZeneca PLC (since October 2017), Avon Products, Inc. (through February 2018), Certara, Inc. (through November 2021), NovoCure Limited (since May 2018) and Stryker Corporation (since May 2018). Experience attributes: Ms. McCoy 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 marketing, compensation, governance and public company board experience. |

  31. Diversity of Directors

    | 2022 Proxy Statement | 29 |

  32. Diversity of Directors

    | | Proposal 1. Election of Directors The Nominees |

  33. Diversity of Directors

    | Director since 2016 Age 48 | Christa S. Quarles Chief Executive Officer, Corel Corporation Ms. Quarles has served as Chief Executive Officer and Director of Corel Corporation, a portfolio software company, since September 2020. Prior to joining Corel, Ms. Quarles served as Chief Executive Officer of OpenTable, Inc., a provider of online restaurant reservations, from November 2015 to 2018. Ms. Quarles served as the Chief Financial Officer of OpenTable from May 2015 to November 2015, when she was appointed Chief Executive Officer. Prior to joining OpenTable, Ms. Quarles served as Chief Business Officer of Nextdoor, Inc. from 2014 to May 2015. From 2010 to 2014, Ms. Quarles held positions of increasing responsibility with The Walt Disney Company, including Senior Vice President, General Manager Mobile and Social Games; General Manager, Disney Mobile Games; and Chief Financial Officer and Head of Business Operations, Mobile and Social Games. Prior to that, she was Chief Financial Officer of Playdom Inc., which was acquired by The Walt Disney Company in 2010. Other public company boards served on since 2017: Affirm Holdings, Inc. (since January 2021). Experience attributes: Ms. Quarles satisfies the financial literacy requirements of the NYSE and has a background in finance, has leadership experience as a chief executive officer, provides diversity of background and viewpoint, and has marketing, digital marketing and e-commerce experience. |

  34. Diversity of Directors

    | Director since September 2021 Age 55 | Jaime A. Ramirez Executive Vice President and President, Global Tools & Storage, Stanley Black & Decker, Inc. Mr. Ramirez has served as Executive Vice President and President, Global Tools & Storage of Stanley Black & Decker, Inc., a leading industrial and consumer products company, since July 2020. 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 2017: 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. |

  35. Diversity of Directors

    | 30 | 2022 Proxy Statement |

  36. Diversity of Directors

    | | Proposal 1. Election of Directors The Nominees |

  37. Diversity of Directors

    | Director since 2019 Age 61 | 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 2017: 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. |

  38. Diversity of Directors

    | Director since 2019 Age 52 | 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 2017: The J.M. Smucker Company. Experience attributes: Mr. Smucker 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 chief executive officer, has knowledge about our industries, has experience with branded consumer packaged goods, and has marketing, compensation, governance and public company board experience. |

  39. Diversity of Directors

    | 2022 Proxy Statement | 31 |

  40. Diversity of Directors

    | | Proposal 1. Election of Directors The Nominees |

  41. Diversity of Directors

    | Director since 2015 Age 70 | Michael D. White Former Chairman of the Board, President and Chief Executive Officer of DIRECTV Mr. White served as Chairman of the Board, President and Chief Executive Officer of DIRECTV, a leading provider of digital television entertainment services, from 2010 to 2015. From 2003 until 2009, Mr. White was Chief Executive Officer of PepsiCo International and Vice Chairman, PepsiCo, Inc. after holding positions of increasing importance with PepsiCo since 1990. Mr. White is a member of the Boston College Board of Trustees and is Vice Chairman of The Partnership to End Addiction. Other public company boards served on since 2017: Bank of America Corporation and Whirlpool Corporation. Experience attributes: Mr. White satisfies the financial literacy requirements of the NYSE, has leadership experience as a chief executive officer, provides diversity of background and viewpoint, has international experience, and has marketing, digital marketing, e-commerce, compensation, governance and public company board experience. |

  42. Diversity of Directors

    | The Board of Directors unanimously recommends a vote FOR the election of each of the thirteen nominees for director. |

  43. Diversity of Directors

    | 32 | 2022 Proxy Statement |

  44. Diversity of Directors

    | | Proposal 1. Election of Directors Director Compensation |

  45. Director Compensation

    Director Compensation Directors who are not officers or employees of Kimberly-Clark or any of our subsidiaries, affiliates or equity companies are “Outside Directors” for compensation purposes and are compensated for their services under our 2021 Outside Directors’ Compensation Plan. All Independent Directors currently on our Board are Outside Directors and are compensated under this Plan. Our objectives for Outside Director Compensation are:

  46. Director Compensation

    | | to remain competitive with the median 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 |

  47. Director Compensation

    In 2020, the Nominating and Corporate Governance Committee assessed our Outside Director compensation against the median non-management director compensation for our peers. Based on this review, the Committee recommended no change to Outside Director compensation for 2021, and the Board agreed with the Committee’s recommendation. The table below shows how we structured Outside Director compensation in 2021:

  48. Director Compensation

    | Board Members | Cash retainer: $100,000 annually, paid in four quarterly payments at the beginning of each quarter. Restricted share units: Annual grant with a value of $180,000, 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 |

  49. Director Compensation

    New Outside Directors receive the full quarterly amount of the annual retainer for the quarter in which they join the Board. Their annual grant of restricted share units is pro-rated based on the date when they joined. We also reimburse Outside Directors for expenses incurred in attending Board or committee meetings. Restricted share units are not shares of our common stock. Rather, restricted share units represent the right to receive a pre-determined number of shares of our common stock within 90 days following a “restricted period” that begins on the date of grant and expires on the date the Outside Director retires from or otherwise terminates service on the Board. In this way, they align the director’s interests with the interests of our stockholders. Outside Directors may not dispose of the units or use them in a pledge or similar transaction. Outside Directors also receive additional restricted share units equivalent in value to the dividends that would have been paid to them if the restricted share units granted to them were shares of our common stock.

  50. Director Compensation

    | 2022 Proxy Statement | 33 |

  51. Director Compensation

    | | Proposal 1. Election of Directors 2021 Outside Director Compensation |

  52. 2021 Outside Director Compensation

    2021 Outside Director Compensation The following table shows the compensation paid to each Outside Director for his or her service in 2021.

  53. 2021 Outside Director Compensation

    | Name(1) | Fees Earned or Paid in Cash($) | Stock Awards ($)(2)(3)(4) | All Other Compensation ($)(5) | Total($)(6) | | Abelardo E. Bru | 50,000 | 200,000 | 5,000 | 255,000 | | John W. Culver | 100,000 | 180,000 | 10,000 | 290,000 | | Robert W. Decherd | 100,000 | 200,000 | 10,000 | 310,000 | | Mae C. Jemison, M.D. | 100,000 | 180,000 | 10,000 | 290,000 | | S. Todd Maclin | 100,000 | 180,000 | — | 280,000 | | Deirdre A. Mahlan | 50,000 | 60,000 | — | 110,000 | | Sherilyn S. McCoy | 100,000 | 180,000 | — | 280,000 | | Christa S. Quarles | 100,000 | 180,000 | 5,000 | 285,000 | | Jaime A. Ramirez | 50,000 | 60,000 | — | 110,000 | | Ian C. Read | 100,000 | 180,000 | 2,000 | 282,000 | | Dunia A. Shive | 100,000 | 200,000 | — | 300,000 | | Mark T. Smucker | 100,000 | 180,000 | — | 280,000 | | Michael D. White | 100,000 | 210,000 | — | 310,000 |

  54. 2021 Outside Director Compensation

    | Mr. Bru served as a director until his retirement on April 29, 2021 and received fees for two quarters. Ms. Mahlan and Mr. Ramirez joined the Board on September 15, 2021 and received a pro-rated stock award as well as fees for two quarters.(1) | | 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 2011 Outside Directors’ Compensation Plan (grants before April 29, 2021) and 2021 Outside Directors’ Compensation Plan (grants after April 29, 2021). See Note 7 to our audited consolidated financial statements included in our Annual Report on Form 10-K for 2021 for the assumptions used in valuing these restricted share units.(2) | | Restricted share unit awards were granted to the Outside Directors on January 4, 2021, except for Ms. Mahlan and Mr. Ramirez who joined the Board and received a grant on September 15, 2021. The number of restricted share units granted is set forth below:(3) |

  55. 2021 Outside Director Compensation

    | Name | Restricted Share Unit Grants in 2021(#) | | Abelardo E. Bru | 1,499 | | John W. Culver | 1,349 | | Robert W. Decherd | 1,499 | | Mae C. Jemison, M.D. | 1,349 | | S. Todd Maclin | 1,349 | | Deirdre A. Mahlan | 438 | | Sherilyn S. McCoy | 1,349 | | Christa S. Quarles | 1,349 | | Jaime A. Ramirez | 438 | | Ian C. Read | 1,349 | | Dunia A. Shive | 1,499 | | Mark T. Smucker | 1,349 | | Michael D. White | 1,574 |

  56. 2021 Outside Director Compensation

    | 34 | 2022 Proxy Statement |

  57. 2021 Outside Director Compensation

    | | Proposal 1. Election of Directors 2021 Outside Director Compensation |

  58. 2021 Outside Director Compensation

    | As of December 31, 2021, Outside Directors had the following stock awards outstanding:(4) |

  59. 2021 Outside Director Compensation

    | Name | Restricted Stock(#) | Restricted Share Units(#) | | Abelardo E. Bru | — | — | | John W. Culver | — | 1,803 | | Robert W. Decherd | 3,000 | 53,066 | | Mae C. Jemison, M.D. | — | 49,026 | | S. Todd Maclin | — | 3,805 | | Deirdre A. Mahlan | — | 438 | | Sherilyn S. McCoy | — | 5,109 | | Christa S. Quarles | — | 8,950 | | Jaime A. Ramirez | — | 438 | | Ian C. Read | — | 35,907 | | Dunia A. Shive | — | 3,958 | | Mark T. Smucker | — | 3,265 | | Michael D. White | — | 11,070 |

  60. 2021 Outside Director Compensation

    | Reflects charitable matching gifts paid in 2021 under the Kimberly-Clark Foundation’s Matching Gifts Program to a charity designated by the director. This program is available to all our employees and directors. Under the program, the Kimberly-Clark Foundation matches employees’ and directors’ financial contributions to qualified educational and charitable organizations in the United States on a dollar-for-dollar basis, up to $10,000 per person per calendar year. Amounts paid in 2021 in connection with certain matching gifts for Messrs. Bru, Culver and Read and Mmes. Jemison and Quarles reflect donations made in 2020. Not included in this column is the value of retirement gifts to Mr. Bru, which had a value of less than $1,000. In addition, we made a charitable contribution of $50,000 in honor of Mr. Bru. This contribution was made directly by Kimberly-Clark to a charitable organization selected by Kimberly-Clark and was not made in the name or at the direction of Mr. Bru. Mr. Bru did not receive any personal benefit from the contribution and accordingly, the amount of the contribution has been excluded from the Director Compensation table.(5) | | During 2021, Outside Directors received credit for cash dividends on restricted stock held by them. These dividends are credited to interest bearing accounts maintained by us on behalf of those Outside Directors with restricted stock. Earnings on those accounts are not included in the Outside Director Compensation Table because the earnings were not above market or preferential. Also in 2021, Outside Directors received additional restricted share units with a value equal to the cash dividends paid during the year on our common stock on the restricted share units held by them. Because we factor the value of the right to receive dividends into the grant date fair value of the restricted stock and restricted share units awards, the dividends and dividend equivalents received by Outside Directors are not included in the Outside Director Compensation table. The dividends and other amounts credited on restricted stock and additional restricted share units credited in 2021 were as follows:(6) |

  61. 2021 Outside Director Compensation

    | Name | Dividends Credited on Restricted Stock($) | Number of Restricted Share Units Credited in 2021(#) | Grant Date Fair Value of Restricted Share Units Credited($) | | Abelardo E. Bru | — | 661.54 | 90,017 | | John W. Culver | — | 48.20 | 6,498 | | Robert W. Decherd | 13,470 | 1,722.04 | 231,773 | | Mae C. Jemison, M.D. | — | 1,591.25 | 214,169 | | S. Todd Maclin | — | 113.61 | 15,301 | | Deirdre Mahlan | — | — | — | | Sherilyn S. McCoy | — | 156.22 | 21,036 | | Christa S. Quarles | — | 281.72 | 37,927 | | Jaime Ramirez | — | — | — | | Ian C. Read | — | 1,162.56 | 156,474 | | Dunia A. Shive | — | 117.44 | 15,819 | | Mark T. Smucker | — | 95.98 | 12,929 | | Michael D. White | — | 349.22 | 47,013 |

  62. 2021 Outside Director Compensation

    | 2022 Proxy Statement | 35 |

  63. 2021 Outside Director Compensation

    | | Proposal 1. Election of Directors 2021 Outside Director Compensation |

  64. 2021 Outside Director Compensation

    Other than the cash retainer, grants of restricted share units and the other compensation previously described, no Outside Director received any compensation or perquisites from Kimberly-Clark for services as a director in 2021. A director who is not an Outside Director does not receive any compensation for services as a member of the Board or any committee, but is reimbursed for expenses incurred as a result of the services. In 2021, the Nominating and Corporate Governance Committee, with the assistance of Mercer, revisited the Corporation’s Outside Director compensation to assess whether it still met our objectives for Outside Director compensation as described above. In its assessment, the Committee compared aggregate Outside Director cash and equity compensation to the median compensation of the outside directors of our peer group, as well as the structure of our compensation programs of our peer group. For information regarding our peer group, see “Compensation Discussion and Analysis” below. Based on this review, the Committee determined that the aggregate compensation for our Outside Directors would be below the median of our peer group in 2022. The Committee then recommended to the Board, and the Board approved, changes to our Outside Directors aggregate compensation to more closely align with the median aggregate compensation of our peer group. Accordingly, beginning in 2022:

  65. 2021 Outside Director Compensation

    | | The annual cash retainer is increased from $100,000 to $105,000, and | | | The value of the annual grant of restricted share units is increased from $180,000 to $185,000. |

  66. 2021 Outside Director Compensation

    There was no change to the amount of the additional annual grant of restricted share units paid to committee chairs or to the Lead Director.

  67. 2021 Outside Director Compensation

    | 36 | 2022 Proxy Statement |

  68. 2021 Outside Director Compensation

    Proposal 2. Ratification of Auditor The Audit Committee of the Board of Directors is directly responsible for the appointment, compensation, retention and oversight of our independent auditor. The Audit Committee is also responsible for overseeing the negotiation of the audit fees associated with retaining our independent auditor. To assure continuing auditor independence, the Audit Committee periodically considers whether a different audit firm should perform our independent audit work. Also, in connection with the mandated rotation of the independent auditor’s lead engagement partner, the Audit Committee and its chairman are directly involved in the selection of the new lead engagement partner. For 2022, the Audit Committee has selected Deloitte & Touche LLP (along with its member firms and affiliates, “Deloitte”) as the independent registered public accounting firm to audit our financial statements. In engaging Deloitte for 2022, the Audit Committee utilized a review and selection process that included the following:

  69. 2021 Outside Director Compensation

    | | a review of management’s assessment of the services Deloitte provided in 2021 and a comparison of this assessment to prior years’ reviews | | | discussions, in executive session, with the Chief Financial Officer and the Vice President and Controller regarding their viewpoints on the selection of the 2022 independent auditor and on Deloitte’s performance | | | discussions, in executive session, with representatives of Deloitte about their possible engagement | | | Audit Committee discussions, in executive session, about the selection of the 2022 independent auditor | | | a review and approval of Deloitte’s proposed estimated fees for 2022 | | | a review and assessment of Deloitte’s independence | | | the Audit Committee’s consideration of the fact that Deloitte has served as our independent auditor since 1928, including its understanding of our global business, accounting policies and practices, and internal control over financial reporting, and its conclusion that its term of service does not impact Deloitte’s independence |

  70. 2021 Outside Director Compensation

    The Audit Committee and the Board believe that the continued retention of Deloitte to serve as our independent auditor is in the best interests of Kimberly-Clark and its stockholders, and they recommend that stockholders ratify this selection. If the stockholders do not ratify the selection of Deloitte, the Audit Committee will consider the selection of another independent auditor. Representatives of Deloitte are expected to be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

  71. 2021 Outside Director Compensation

    | The Board of Directors unanimously recommends a vote FOR ratification of Deloitte’s selection as Kimberly-Clark’s auditor for 2022. |

  72. 2021 Outside Director Compensation

    | 2022 Proxy Statement | 37 |

  73. 2021 Outside Director Compensation

    | | Proposal 2. Ratification of Auditor Audit Committee Approval of Audit and Non-Audit Services |

  74. Audit Committee Report

    | Mr. Torres served as our President, K-C Professional until April 2021, when he was appointed Group President, K-C North America.* |

  75. 2021 Compensation Highlights

    | See “2021 Performance Goals, Performance Assessments and Payouts” for additional information on how we use these measures to promote our pay-for-performance culture.* |

  76. CEO Target Direct Compensation and Realizable Direct Compensation

    | | For unexercised stock options, the amount by which our 2021 year-end stock price ($142.92) exceeds the exercise price, if any, multiplied by the number of options granted (that is, the “in-the-money” value of the options at year-end) and for exercised stock options, the actual value realized upon exercise, and | | | For performance-based restricted share units, intrinsic value is the number of units that were paid out based on actual performance (for the grant made in 2019) or are expected to be paid out based on projected performance (for the grants made in 2020 and 2021), multiplied by our 2021 year-end stock price. |

  77. CEO Target Direct Compensation and Realizable Direct Compensation

    | | Actual performance that resulted in annual cash incentives to be paid out at 132 percent of target (2019), 158 percent of target (2020) and 62 percent of target (2021). | | | Actual performance that resulted in the number of shares to be issued as a result of performance-based restricted share unit payouts of 130 percent of target (2019 award) and projected payouts of 50 percent of target (2020 award) and 80 percent of target (2021 award), and | | | Changes in our stock price over the last three years that significantly impacted the intrinsic value of stock options and the dollar value of performance-based restricted share units granted in each year. Our stock prices on the dates stock options were granted to our CEO were $125.47 (2019), $138.96 (2020) and $132.63 (2021). |

  78. Components of Our Executive Compensation Program

    | Component | Objectives | Purpose | | Base salary | Quality of talent | Provide annual cash income based on: level of responsibility, experience and performance comparison to market pay information | | Annual cash incentive | Pay-for-performance | Motivate and reward achievement of the following annual performance goals: corporate key financial goals other corporate financial and strategic performance goals performance of the business unit or staff function of the individual | | Long-term equity incentive | Stockholder alignment Focus on long-term success Pay-for-performance Quality of talent | Provide an incentive to deliver stockholder value and to achieve our long-term objectives, through awards of: performance-based restricted share units stock options Time-vested restricted share units may be granted from time to time for recruiting, retention or other purposes | | Retirement benefits | Quality of talent | Provide competitive retirement plan benefits through 401(k) plan and other defined contribution plans | | Perquisites | Quality of talent | Provide minimal additional benefits | | Post- termination compensation (severance and change of control) | Quality of talent | Encourage attraction and retention of executives critical to our long-term success and competitiveness: Severance Pay Plan, which provides eligible employees, including executives, payments and benefits in the event of certain involuntary terminations Executive Severance Program, which provides eligible employees, including executives, payments in the event of a qualified separation of service following a change of control |

  79. Executive Compensation Peer Group

    Executive Compensation Peer Group To ensure that our executive compensation programs are reasonable and competitive in the marketplace, the Committee compares our programs to those at other companies. In 2021, the Committee used the following peer group that contains consumer goods and business-to-business companies of a similar size against whom we compete for talent:

  80. Executive Compensation Peer Group

    | 2021 Executive Compensation Peer Group | | | | 3M Campbell Soup Clorox Coca-Cola Colgate-Palmolive Conagra Brands General Mills | Hershey Honeywell International Johnson & Johnson J.M. Smucker Kellogg Kraft Heinz | Mondelēz International Newell Brands Nike PepsiCo Procter & Gamble V.F. Corp. |

  81. Executive Compensation Peer Group

    In developing the peer group, the Committee does not consider individual company compensation practices, and no company has been included or excluded because it is known to pay above-average or below-average compensation. The Committee (working with the Committee’s retained independent compensation consultant, Semler Brossy, and the company’s retained consultant, Mercer), reviews the peer group annually to ensure that it continues to serve as an appropriate comparison for our compensation program. For purposes of setting executive compensation for 2021, the Committee did not make any changes to the peer group used in 2020. Likewise, in setting compensation for 2022, the Committee did not make any changes to the peer group.

  82. Direct Annual Compensation Targets for 2021

    | | Base salaries are adjusted on April 1 of each year, while the Summary Compensation Table includes salaries for the calendar year. See “Executive Compensation for 2021 – Base Salary.” | | | Annual cash incentive compensation is included at the target level, while the Summary Compensation Table reflects the actual amount earned for 2021. | | | As described below under “Long-Term Equity Incentive Compensation – 2021 Stock Option Awards,” for compensation purposes the Committee values stock options differently than the way they are required to be reflected in the Summary Compensation Table. | | | Annual target amounts do not count off-cycle awards such as the October 2021 retention restricted share unit awards to Mr. Torres and Mr. Uribe reported in the Summary Compensation Table. | | | In setting direct annual compensation targets, the Committee does not include increases in pension or deferred compensation earnings or other compensation, while those amounts are required to be included in the Summary Compensation Table. |

  83. Base Salary

    The Committee increased Mr. Hsu’s and Ms. Henry’s base salaries from 2020 based on peer company data by 5.8 percent and 5.4 percent, respectively. The base salary of each of the other officers was established for 2021 upon a promotion or role expansion based on peer company data for the new role, specifically, Mr. Torres’ promotion to Group President, K-C North America, the expansion Mr. Melucci’s role to include Chief Business Development Officer, and Mr. Uribe’s promotion to President, K-C Latin America (and subsequent July relocation to the U.S.).

  84. Annual Cash Incentive Program

    Annual Cash Incentive Program Consistent with our pay-for-performance compensation objective, our executive compensation program includes an annual cash incentive program to motivate and reward executives in achieving annual performance objectives.

  85. TARGET PAYMENT AMOUNTS AND RANGE OF POSSIBLE PAYOUTS FOR 2021 ANNUAL CASH INCENTIVE PROGRAM

    TARGET PAYMENT AMOUNTS AND RANGE OF POSSIBLE PAYOUTS FOR 2021 ANNUAL CASH INCENTIVE PROGRAM

  86. TARGET PAYMENT AMOUNTS AND RANGE OF POSSIBLE PAYOUTS FOR 2021 ANNUAL CASH INCENTIVE PROGRAM

    | | Target Payment Amount | Possible Payout | | Michael D. Hsu | 170% of base salary | 0% - 200% of target payment amount | | Maria G. Henry | 100% of base salary | 0% - 200% of target payment amount | | Russell Torres* | 94% of base salary | 0% - 200% of target payment amount | | Jeffrey Melucci | 85% of base salary | 0% - 200% of target payment amount | | Gonzalo Uribe | 75% of base salary | 0% - 200% of target payment amount |

  87. TARGET PAYMENT AMOUNTS AND RANGE OF POSSIBLE PAYOUTS FOR 2021 ANNUAL CASH INCENTIVE PROGRAM

    | Upon his promotion to Group President, K-C North America in April 2021, Mr. Torres’ target payment amount was increased from 75% to 100% of base salary and his 2021 payout amount was prorated between the two target amounts such that the annualized target payout amount was 94% of base salary.* |

  88. 2021 Performance Goals, Performance Assessments and Payouts

    2021 Performance Goals, Performance Assessments and Payouts Payment amounts under the annual cash incentive program are dependent on performance measured against corporate goals and business unit or staff function goals established by the Committee at the beginning of each year. These performance goals, which are communicated to our executives at the beginning of each year, are derived from our financial and strategic goals. As shown in the table below, the Committee established goals for three different performance elements for 2021. It then weighted the three elements for each executive (note that the business unit or staff function performance goals did not apply to our CEO because his responsibilities are company-wide). As it does each year, the Committee chose weightings that are intended to strike an appropriate balance between aligning each executive’s individual objectives with our overall corporate objectives and holding the executive accountable for performance in the executive’s particular area of responsibility.

  89. ANNUAL CASH INCENTIVE PROGRAM 2021 PERFORMANCE GOALS AND WEIGHTS

    ANNUAL CASH INCENTIVE PROGRAM 2021 PERFORMANCE GOALS AND WEIGHTS

  90. ANNUAL CASH INCENTIVE PROGRAM 2021 PERFORMANCE GOALS AND WEIGHTS

    | 2022 Proxy Statement | 49 |

  91. ANNUAL CASH INCENTIVE PROGRAM 2021 PERFORMANCE GOALS AND WEIGHTS

    | | Compensation Discussion and Analysis Executive Compensation for 2021 |

  92. ANNUAL CASH INCENTIVE PROGRAM 2021 PERFORMANCE GOALS AND WEIGHTS

    Below we describe the three elements of performance, explain how performance was assessed for each element, and show the payouts that were determined in each case.

  93. n ELEMENT 1: CORPORATE KEY FINANCIAL GOALS

    For more information regarding these adjustments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2021 Annual Report on Form 10-K. Because Element 1 represents key company-wide goals, it produces the same payout percentage for each named executive officer based on how Kimberly-Clark performed against the net sales and adjusted EPS goals established in February of each year. For 2021, the Committee set these goals and the corresponding initial payout percentages at the following levels:

  94. n ELEMENT 1: CORPORATE KEY FINANCIAL GOALS

    | Measure (each weighted 50%) | Range of Performance Levels | | | | | Threshold | Target | Maximum | | Net sales (billions) | $18.6 | $20.1 | $21.7 | | Adjusted EPS | $7.30 | $7.89 | $8.49 | | Initial Payout Percentage | 0% | 100% | 200% |

  95. n ELEMENT 2: ADDITIONAL CORPORATE FINANCIAL AND STRATEGIC PERFORMANCE GOALS

    n ELEMENT 2: ADDITIONAL CORPORATE FINANCIAL AND STRATEGIC PERFORMANCE GOALS At the beginning of 2021, the Committee also established additional corporate financial and non-financial strategic performance goals that are intended to challenge our executives to exceed our long-term objectives. At the end of the year, it determined a payout percentage based on its assessment of the degree to which these goals are achieved.

  96. n ELEMENT 2: ADDITIONAL CORPORATE FINANCIAL AND STRATEGIC PERFORMANCE GOALS

    | 50 | 2022 Proxy Statement |

  97. n ELEMENT 2: ADDITIONAL CORPORATE FINANCIAL AND STRATEGIC PERFORMANCE GOALS

    | | Compensation Discussion and Analysis Executive Compensation for 2021 |

  98. n ELEMENT 2: ADDITIONAL CORPORATE FINANCIAL AND STRATEGIC PERFORMANCE GOALS

    The Committee does not use a formula to assess the performance of these goals but instead takes a holistic approach and considers performance of all the goals collectively. Although it does review each goal separately, the key consideration for the Committee is how it views Kimberly-Clark’s performance for the year in all of these categories, taken as a whole. The chart below shows the 2021 goals and how the Committee assessed Kimberly-Clark’s performance against each one:

  99. n ELEMENT 2: ADDITIONAL CORPORATE FINANCIAL AND STRATEGIC PERFORMANCE GOALS

    | Additional Corporate Financial and Strategic Performance Goals for 2021 | | Final Result | | | | | | Below Goal | At Goal | Above Goal | | Brand equity and market performance | Increasing market share in select markets. | | | X | | Diversity and inclusion | Making progress on goals for women in senior roles globally and ethnic minorities in senior roles in the United States. | | | X |

  100. n ELEMENT 2: ADDITIONAL CORPORATE FINANCIAL AND STRATEGIC PERFORMANCE GOALS

    Actual payout percentage. After taking into account performance on all of these goals, the Committee determined that the payout percentage for achieving these other financial and strategic goals should be 142 percent of target.

  101. n ELEMENT 3: BUSINESS UNIT OR STAFF FUNCTION PERFORMANCE GOALS

    n ELEMENT 3: BUSINESS UNIT OR STAFF FUNCTION PERFORMANCE GOALS In addition to the performance goals established by the Committee, our CEO establishes individual business unit or staff function performance goals that are intended to challenge the executives to exceed the objectives for that unit or function. These objectives include strategic performance goals for the business units and staff functions, as well as financial goals for the business units. Following the end of the year, the executives’ performance is analyzed to determine whether performance for the goals was above target, on target or below target. Our CEO then provides the Committee with an assessment of each individual business unit’s or staff function’s performance against the objectives for that unit or function. Actual payout percentages. Based on the assessed performance of the relevant business unit or staff function against its pre-established performance goals, and taking into account the CEO’s recommendations, the Committee determined the following payout percentages for business unit or staff function performance for our named executive officers:

  102. n ELEMENT 3: BUSINESS UNIT OR STAFF FUNCTION PERFORMANCE GOALS

    | Name | 2021 Business Unit/Staff Function Payout Percentage | | Michael D. Hsu | N/A | | Maria G. Henry | 121% | | Russell Torres* | 59% | | Jeffrey Melucci | 145% | | Gonzalo Uribe | 78% |

  103. n ELEMENT 3: BUSINESS UNIT OR STAFF FUNCTION PERFORMANCE GOALS

    | In light of Mr. Torres’ April 2021 promotion from President, K-C Professional to Group President, K-C North America, his business unit payout percentage was prorated based on his time each role.* |

  104. n ELEMENT 3: BUSINESS UNIT OR STAFF FUNCTION PERFORMANCE GOALS

    | 2022 Proxy Statement | 51 |

  105. n ELEMENT 3: BUSINESS UNIT OR STAFF FUNCTION PERFORMANCE GOALS

    | | Compensation Discussion and Analysis Executive Compensation for 2021 |

  106. Annual Cash Incentive Payouts for 2021

    Annual Cash Incentive Payouts for 2021 The following table shows the payout opportunities and the actual payouts of annual cash incentives for 2021 for each of our named executive officers. Payouts were based on the payout percentages for each element, weighted for each executive as shown on page 49.

  107. Annual Cash Incentive Payouts for 2021

    | | Annual Incentive Target | | Annual Incentive Maximum | | 2021 Annual Incentive Payout | | | Name | % of Base Salary | Amount($) | % of Target | Amount($) | % of Target | Amount($) | | Michael D. Hsu | 170% | 2,337,500 | 200% | 4,675,000 | 62% | 1,439,886 | | Maria G. Henry | 100% | 875,000 | 200% | 1,750,000 | 66% | 579,121 | | Russell Torres | 94% | 750,000 | 200% | 1,500,000 | 61% | 447,849 | | Jeffrey Melucci | 85% | 658,750 | 200% | 1,317,500 | 73% | 478,814 | | Gonzalo Uribe | 75% | 356,605 | 200% | 713,209 | 74% | 263,868 |

  108. Summary of Annual Cash Incentive Payouts: 2017 through 2021

    Summary of Annual Cash Incentive Payouts: 2017 through 2021 Generally, the Committee seeks to set the minimum, target and maximum levels such that the relative difficulty of achieving the target level is consistent from year to year. From 2017 through 2021, the average total payout percentage (including business unit or staff function performance) for the executives that were designated as named executive officers in (and were serving as such at the end of) those years ranged from 58 percent to 145 percent of target. The Committee believes that these payouts are consistent with how Kimberly-Clark performed during these years and reflect the pay-for-performance objectives of our executive compensation.

  109. PAYOUTS FOR CORPORATE GOALS AND AVERAGE TOTAL

    PAYOUTS FOR CORPORATE GOALS AND AVERAGE TOTAL

  110. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation The Committee awards long-term equity incentive grants to executive officers as part of their overall compensation package. These awards are consistent with the Committee’s objectives of aligning our senior leaders’ interests with the financial interests of our stockholders, focusing on our long-term success, supporting our performance-oriented environment and offering competitive compensation packages. Information regarding long-term equity incentive awards granted to our named executive officers can be found under “Summary Compensation,” “Grants of Plan-Based Awards,” and “Discussion of Summary Compensation and Plan-Based Awards Tables.”

  111. Long-Term Equity Incentive Compensation

    | 52 | 2022 Proxy Statement |

  112. Long-Term Equity Incentive Compensation

    | | Compensation Discussion and Analysis Executive Compensation for 2021 |

  113. 2021 Grants

    | | Performance-based restricted share units (75 percent of the target grant value). For valuation purposes, each unit is assigned the same value as one share of our common stock on the date of grant. | | | Stock options (25 percent of the target grant value). For valuation purposes, one option has the same value as 10 percent of the price of one share of our common stock on the date of grant of the stock option. |

  114. 2021 Grants

    The Committee believes this allocation between performance-based restricted share units and stock options supports the pay-for-performance and stockholder alignment objectives of its executive compensation program. In addition to their annual long-term incentive awards, the Committee granted time-vested restricted share awards to Mr. Torres and Mr. Uribe in October 2021, in the case of Mr. Torres, in connection with his promotion to Group President, K-C North America, and in the case of Mr. Uribe, upon his relocation to the U.S. following his November 2020 promotion to President, K-C Latin America.

  115. Performance Goals and Potential Payouts for 2021 - 2023 Performance-Based Restricted Share Units

    Performance Goals and Potential Payouts for 2021 - 2023 Performance-Based Restricted Share Units For the performance-based restricted share unit awards granted in 2021, the actual number of shares to be received by our named executive officers can range from zero to 200 percent of the target levels established by the Committee for each executive, depending on the degree to which the performance objectives for these awards are met over a three-year period. The performance objectives for the performance-based restricted share unit awards granted in 2021 are based on average annual organic sales growth and modified free cash flow (MFCF) for the period January 1, 2021 through December 31, 2023.

  116. Performance Goals and Potential Payouts for 2021 - 2023 Performance-Based Restricted Share Units

    | Performance Objective | Explanation | Reason for Use as a Performance Measure | | Organic sales growth | Sales growth generated from within the company and excluding the impact of currency changes, business exits and acquisition/ divestiture activity. | A key indicator of our overall growth. Encompasses streams of revenues that are a direct result of existing operations. Excludes the impact of currency changes, which are difficult to predict, and outside of management’s control. | | Modified free cash flow (MFCF) | A non-GAAP financial measure consisting of cash produced through operations, minus outlays of cash for capital spending in property, plant and equipment, and deferred software. Free cash flow may be modified for externally disclosed unusual items and/or material unscheduled business events. | MFCF is tied to value creation and supports longer-term strategies and investor expectations. |

  117. Performance Goals and Potential Payouts for 2021 - 2023 Performance-Based Restricted Share Units

    | 2022 Proxy Statement | 53 |

  118. Performance Goals and Potential Payouts for 2021 - 2023 Performance-Based Restricted Share Units

    | | Compensation Discussion and Analysis Executive Compensation for 2021 |

  119. Performance Goals and Potential Payouts for 2021 - 2023 Performance-Based Restricted Share Units

    The actual number of shares our named executive officers will receive will range from zero to 200 percent of the target levels established by the Committee for each executive, depending on the degree to which the performance objectives are met. Due to the economic uncertainty caused by the COVID-19 pandemic, the Committee waited until April 2021 to set the performance objective levels.

  120. 2021 - 2023 PERFORMANCE-BASED RESTRICTED SHARE UNITS: POTENTIAL PAYOUTS AT VARYING PERFORMANCE LEVELS

    2021 - 2023 PERFORMANCE-BASED RESTRICTED SHARE UNITS: POTENTIAL PAYOUTS AT VARYING PERFORMANCE LEVELS

  121. 2021 - 2023 PERFORMANCE-BASED RESTRICTED SHARE UNITS: POTENTIAL PAYOUTS AT VARYING PERFORMANCE LEVELS

    | Goals (Each weighted 50%) | Performance Levels | | | | Average organic net sales growth | 0.0% | 2.0% | 4.0% | | Modified free cash flow (millions) | $4,800 | $6,000 | $7,200 | | Potential Payout (as a percentage of target) | 0% | 100% | 200% |

  122. Payout of 2018 - 2020 Performance-Based Restricted Share Units

    Payout of 2018 - 2020 Performance-Based Restricted Share Units In February 2021, the Committee evaluated the results of the three-year performance period for the performance-based restricted share units that were granted in 2018. The performance objectives for these 2018 awards were based on average annual adjusted net sales growth and average adjusted return on invested capital (ROIC) for the period January 1, 2018 through December 31, 2020, each weighted equally.

  123. Payout of 2018 - 2020 Performance-Based Restricted Share Units

    | Goals (Each weighted 50%) | Performance Levels | | | | | Average annual adjusted net sales growth* | (0.63)% | 2.02% | 4.67% | 1.47% | | Average adjusted ROIC** | 24.11% | 25.61% | 27.11% | 25.92% | | Potential Payout (as a percentage of target) | 0% | 100% | 200% | Actual |

  124. Payout of 2018 - 2020 Performance-Based Restricted Share Units

    | Adjusted net sales growth is a non-GAAP financial measure. For purposes of calculating adjusted net sales growth, the Committee excluded the impact of charges and sales from exited business related to our 2018 Global Restructuring Program and the operational impact of the Softex Indonesia acquisition on our fourth quarter 2020 results.* | | Adjusted ROIC, a non-GAAP financial measure, is a measure of the return we earn on the capital invested in our businesses. It is calculated using our reported financial results, adjusted for the same items that we use in determining adjusted EPS, as further described below. The formula we use to calculate adjusted ROIC can be found under the Investors section of our website at www.kimberly-clark.com.** | | For purposes of calculating average adjusted ROIC, the Committee excluded from the calculation of operating profit and invested capital the impacts of charges related to (1) our 2018 Global Restructuring Program, (2) gain on the sale of property associated with a former manufacturing facility, (3) costs related to our acquisition of Softex Indonesia, (4) Brazilian tax credits in connection with a favorable tax ruling and (5) the operational impact of the Softex Indonesia acquisition on our fourth quarter 2020 results. |

  125. Payout of 2018 - 2020 Performance-Based Restricted Share Units

    | 54 | 2022 Proxy Statement |

  126. Payout of 2018 - 2020 Performance-Based Restricted Share Units

    | | Compensation Discussion and Analysis Executive Compensation for 2021 |

  127. Payout of 2018 - 2020 Performance-Based Restricted Share Units

    Based on this review, the Committee determined that we exceeded our performance goal for adjusted ROIC but did not achieve our performance goal for adjusted net sales growth. As a result, the payout percentage for the share units was 100 percent of target. The following table includes information about the opportunities and payouts (including reinvested dividends) regarding these grants to our named executive officers:

  128. Payout of 2018 - 2020 Performance-Based Restricted Share Units

    | | Share Amount | | 2018 - 2020 Performance-Based Restricted Share Unit Award (Paid in February 2021) | | | | Name | Target | Maximum | % of Target | Amount of Shares(#) | Value of Shares on Date Received($) | | Michael D. Hsu | 35,429 | 70,858 | 100% | 35,429 | 4,546,604 | | Maria G. Henry | 23,868 | 47,736 | 100% | 23,868 | 3,062,980 | | Russell Torres* | — | — | — | — | — | | Jeffrey Melucci | 11,562 | 23,124 | 100% | 11,562 | 1,483,751 | | Gonzalo Uribe | 1,524 | 3,048 | 100% | 1,524 | 206,502 |

  129. Payout of 2018 - 2020 Performance-Based Restricted Share Units

    | Mr. Torres joined Kimberly-Clark after these grants were made.* |

  130. Payout of 2018 - 2020 Performance-Based Restricted Share Units

    The Committee believes that these payouts further highlight the link between pay and performance established by our compensation program, which seeks to align actual compensation paid to our named executive officers with our long-term performance. The shares underlying these performance-based restricted share unit awards were distributed to our named executive officers in February 2021 and are included in the table below entitled “Option Exercises and Stock Vested in 2021.”

  131. Vesting Levels of Outstanding Performance-Based Restricted Share Unit Awards

    Vesting Levels of Outstanding Performance-Based Restricted Share Unit Awards As of February 9, 2022, the performance-based restricted share units granted in 2021 and 2020 were on pace to vest at the following levels: 80 percent for the 2021 award and 50 percent for the 2020 award. The Committee has determined that the 2019 award vested at 130 percent. Payouts under these awards will be reflected in 2022 compensation.

  132. 2021 Stock Option Awards

    2021 Stock Option Awards As noted above, 25 percent of the annual long-term equity incentive grants to executive officers in 2021 consisted of stock options. Stock option grants vest in three annual installments of 30 percent, 30 percent and 40 percent, beginning on the first anniversary of the grant date. The Committee believes that stock options help further align our executives’ interest with those of our stockholders and encourage executives to remain with the company through the multi-year vesting schedule. For purposes of determining the number of options to be granted, stock options were valued on the basis that one option has the same value as 10 percent of the price of one share of our common stock on the date of grant. Information regarding stock options granted to our named executive officers can be found under “Summary Compensation,” “Grants of Plan-Based Awards,” and “Discussion of Summary Compensation and Plan-Based Awards Tables.”

  133. 2021 Stock Option Awards

    | 2022 Proxy Statement | 55 |

  134. 2021 Stock Option Awards

    | | Compensation Discussion and Analysis Benefits and Other Compensation |

  135. Post-Termination Benefits

    Post-Termination Benefits We maintain two severance programs that cover our executive officers: the Severance Pay Plan and the Executive Severance Program. An executive officer may not receive severance payments under more than one severance program. Benefits under these programs are payable only if the executive’s employment terminates under the conditions specified in the applicable program. We believe that our severance programs are consistent with those maintained by our peer group companies and that they are therefore important for attracting and retaining executives who are critical to our long-term success and competitiveness. For more information about these severance programs and their terms, see “Potential Payments on Termination or Change of Control – Severance Benefits.”

  136. Severance Pay Plan

    Severance Pay Plan Our Severance Pay Plan provides severance benefits to most of our U.S. hourly and salaried employees, including our named executive officers, who are involuntarily terminated under the circumstances described in the plan. The objective of this plan is to facilitate the employee’s transition to his or her next position, and it is not intended to serve as a reward for the employee’s past service.

  137. Executive Severance Program

    Executive Severance Program Our Executive Severance Program provides severance benefits to eligible employees, including our named executive officers, in the event of a qualified termination of employment (as defined in the participant agreements) in connection with a change of control. For an eligible employee to receive a payment under this program, two things must occur: there must be a change of control of Kimberly-Clark, and the employee must have been involuntarily terminated without cause or have resigned for good reason (as defined in the participant agreements) within two years of the change of control (often referred to as a “double trigger”). Each of our named executive officers has entered into an agreement under the program that expires on December 31, 2023.

  138. 2022 Annual Cash Incentive Targets

    2022 Annual Cash Incentive Targets The Committee also established objectives for 2022 annual cash incentives, which will be payable in 2023. The target payment amounts and range of possible payouts for 2022 are as follows:

  139. 2022 Annual Cash Incentive Targets

    | | Target Payment Amount | Possible Payout | | Michael D. Hsu | 175% of base salary | 0% - 200% of target payment amount | | Maria G. Henry | 100% of base salary | 0% - 200% of target payment amount | | Russell Torres | 100% of base salary | 0% - 200% of target payment amount | | Jeffrey Melucci | 85% of base salary | 0% - 200% of target payment amount | | Gonzalo Uribe | 75% of base salary | 0% - 200% of target payment amount |

  140. 2022 Annual Cash Incentive Targets

    The Committee increased Mr. Hsu’s target by 5 percent to ensure market competitiveness. As discussed in “2021 Performance Goals, Performance Assessments and Payouts” above, the Committee sets the appropriate split among the different elements of performance that make up our performance goals. The following are the 2022 performance goals and relative weights for our named executive officers:

  141. ANNUAL CASH INCENTIVE PROGRAM 2022 PERFORMANCE GOALS AND WEIGHTS

    ANNUAL CASH INCENTIVE PROGRAM 2022 PERFORMANCE GOALS AND WEIGHTS The corporate key financial goals for 2022 are designed to encourage a continued focus on executing our long-term strategic objectives and include achieving net sales and adjusted EPS goals. The Committee also established other corporate financial and non-financial goals for 2022. These goals, intended to further align compensation with achieving our strategic objectives, include:

  142. ANNUAL CASH INCENTIVE PROGRAM 2022 PERFORMANCE GOALS AND WEIGHTS

    | | Focusing on market share improvement in global markets | | | Diversity and inclusion |

  143. ANNUAL CASH INCENTIVE PROGRAM 2022 PERFORMANCE GOALS AND WEIGHTS

    In addition, goals have been established for each named executive officer, other than our CEO, relating to his or her business unit or specific staff function.

  144. ANNUAL CASH INCENTIVE PROGRAM 2022 PERFORMANCE GOALS AND WEIGHTS

    | 58 | 2022 Proxy Statement |

  145. ANNUAL CASH INCENTIVE PROGRAM 2022 PERFORMANCE GOALS AND WEIGHTS

    | | Compensation Discussion and Analysis Executive Compensation for 2022 |

  146. 2022 Long-Term Equity Compensation Incentive Awards

    2022 Long-Term Equity Compensation Incentive Awards In February 2022, the Committee approved long-term incentive compensation awards for the named executive officers consisting of awards of performance-based restricted share units with a value equal to 75 percent of the target grant value for long-term equity incentive compensation, with the balance of the value to be granted in stock options. The performance objectives for the performance-based restricted share unit awards granted in 2022 are based on modified free cash flow and average annual organic sales growth for the period January 1, 2022 through December 31, 2024. The actual number of shares our named executive officers will receive will range from zero to 200 percent of the target levels established by the Committee for each executive, depending on the degree to which the performance objectives are met. Due to the continuing economic uncertainty caused by the COVID-19 pandemic, the Committee will not set the performance objective levels for the awards until April 2022.

  147. PERFORMANCE-BASED RESTRICTED SHARE UNITS GRANTED IN 2022

    PERFORMANCE-BASED RESTRICTED SHARE UNITS GRANTED IN 2022

  148. PERFORMANCE-BASED RESTRICTED SHARE UNITS GRANTED IN 2022

    | Name | Value of Target Amount of Shares($) | Value of Maximum Amount of Shares($) | | Michael D. Hsu | 7,500,000 | 15,000,000 | | Maria G. Henry | 2,700,000 | 5,400,000 | | Russell Torres | 2,100,000 | 4,200,000 | | Jeffrey Melucci | 1,575,000 | 3,150,000 | | Gonzalo Uribe | 675,000 | 1,350,000 |

  149. PERFORMANCE-BASED RESTRICTED SHARE UNITS GRANTED IN 2022

    In February 2022, the Committee also approved the dollar amount of stock options to be granted to our named executive officers in April 2022, along with our annual stock option grants to other employees. The number of options they will receive will be based on the assumed value of our stock options on the date of grant.

  150. PERFORMANCE-BASED RESTRICTED SHARE UNITS GRANTED IN 2022

    | Name | Value of Stock Options to be Granted($) | | Michael D. Hsu | 2,500,000 | | Maria G. Henry | 900,000 | | Russell Torres | 700,000 | | Jeffrey Melucci | 525,000 | | Gonzalo Uribe | 225,000 |

  151. PERFORMANCE-BASED RESTRICTED SHARE UNITS GRANTED IN 2022

    The Committee also granted time-vested restricted share awards to Mr. Torres and Mr. Melucci for retention purposes and to drive future performance on key strategic initiatives including, in the case of Mr. Torres, elevating our core KCNA businesses, and in the case of Mr. Melucci, leading our disciplined acquisition/development program. Each award had a grant date value of $1,000,000.

  152. PERFORMANCE-BASED RESTRICTED SHARE UNITS GRANTED IN 2022

    | 2022 Proxy Statement | 59 |

  153. PERFORMANCE-BASED RESTRICTED SHARE UNITS GRANTED IN 2022

    | | Compensation Discussion and Analysis Additional Information about Our Compensation Practices |

  154. Use of Independent Compensation Consultant

    Use of Independent Compensation Consultant As previously discussed, the Committee engaged Semler Brossy Consulting Group as its independent consultant to assist it in determining the appropriate executive officer compensation in 2021 under our compensation policies described above. Consistent with the Committee’s policy in which its independent consultant may provide services only to the Committee, Semler Brossy had no other business relationship with Kimberly-Clark and received no payments from us other than fees and expenses for services to the Committee. See “Corporate Governance - Management Development and Compensation Committee” for information about the use of compensation consultants.

  155. Adjustment of Financial Measures for Annual and Long-Term Equity Incentives

    Adjustment of Financial Measures for Annual and Long-Term Equity Incentives Financial measures for the annual and long-term equity incentive programs are developed based on expectations about our planned activities and reasonable assumptions about the performance of our key business drivers for the applicable period. From time to time, however, discrete items or events may arise that were not contemplated by these plans or assumptions. These could include accounting and tax law changes, tax credits or charges from items not within the ordinary course of our business operations, charges relating to currency exchange rate changes, restructuring and write-off charges, significant acquisitions or dispositions, and significant gains or losses from litigation settlements. Under the Committee’s exception guidelines regarding our annual and long-term equity incentive program measures, the Committee has adjusted in the past, and may adjust in the future, the calculation of financial measures for these incentive programs to eliminate the effect of the types of items or events described above. In making these adjustments, the Committee’s policy is to seek to neutralize the impact of the unexpected or unplanned items or events, whether positive or negative, in order to provide consistent and equitable incentive payments that the Committee believes are reflective of our performance. In considering whether to make a particular adjustment under its guidelines, the Committee will review whether the item or event was one for which management was responsible and accountable, treatment of similar items in prior periods, the extent of the item’s or event’s impact on the financial measure, and the item’s or event’s characteristics relative to normal and customary business practices. Generally, the Committee will apply an adjustment to all compensation that is subject to that financial measure.

  156. Pricing and Timing of Stock Option Grants and Timing of Performance-Based Equity Grants

    Pricing and Timing of Stock Option Grants and Timing of Performance-Based Equity Grants Our policies and the terms of the 2021 Plan require stock options to be granted at no less than the closing price of our common stock on the date of grant. Stock option grants to our elected officers, including our executive officers, are generally made annually at a meeting of the Committee that is scheduled at least one year in advance, and the grants are effective on the date of this meeting. However, if the meeting occurs during the period beginning on the first day of the final month of a calendar quarter and ending on the date of our earnings release, the stock option grants will not be effective until the first business day following the earnings release. Our executives are not permitted to choose the grant date for their individual stock option grants.

  157. Pricing and Timing of Stock Option Grants and Timing of Performance-Based Equity Grants

    | 60 | 2022 Proxy Statement |

  158. Pricing and Timing of Stock Option Grants and Timing of Performance-Based Equity Grants

    | | Compensation Discussion and Analysis Additional Information about Our Compensation Practices |

  159. Pricing and Timing of Stock Option Grants and Timing of Performance-Based Equity Grants

    The CEO has been delegated the authority to approve equity grants, including stock options, to employees who are not elected officers of Kimberly-Clark. These grants include scheduled annual grants and recruiting and special employee recognition and retention grants. The CEO is not permitted to make any grants to any of our elected officers, including our executive officers. Annual stock option grants to non-elected officers are effective on the same date as the annual stock option grants to our elected officers. Recruiting, special recognition and retention stock-based awards are made on pre-determined dates following our quarterly earnings releases. In April 2021, our CEO authorized an aggregate of 1.02 million options, performance-based restricted share units and time-vested restricted share units to employees who are not elected officers. In 2021, our CEO also authorized an aggregate of 123,749 shares underlying recruiting and retention grants, consisting of options, performance-based restricted share units and time-vested restricted share units. With respect to grants of performance-based restricted share units to executive officers, the Committee’s current practice is to approve the dollar value of the grants at its February meeting and the grants are effective on the last business day of February. We believe this practice is consistent with award practices at other large public companies. Our executives are not permitted to choose the grant date for their individual restricted stock or restricted share unit awards.

  160. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  161. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary($) | Bonus($)(1) | Stock Awards($) | Option Awards($) | Non-Equity Incentive Plan Compensation($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings($) | All Other Compensation($) | Total ($) | | Michael D. Hsu Chairman of the Board and Chief Executive Officer | 2021 | 1,356,250 | — | 6,976,205 | 1,742,254 | 1,439,886 | — | 494,567 | 12,009,162 | | | 2020 | 1,287,500 | — | 5,999,975 | 2,295,620 | 3,383,739 | — | 498,486 | 13,465,320 | | | 2019 | 1,250,000 | — | 6,000,038 | 1,726,634 | 2,723,646 | — | 327,802 | 12,028,120 | | Maria G. Henry Senior Vice President and Chief Financial Officer | 2021 | 863,750 | — | 2,635,491 | 658,184 | 579,121 | — | 149,263 | 4,885,809 | | | 2020 | 827,500 | — | 2,549,940 | 975,646 | 1,235,396 | — | 182,403 | 5,770,885 | | | 2019 | 820,000 | — | 3,205,556 | 690,648 | 1,142,306 | — | 153,752 | 6,012,262 | | Russell Torres(2) Group President, K-C North America | 2021 | 785,417 | — | 2,925,069 | 503,322 | 447,849 | — | 157,683 | 4,819,340 | | | 2020 | 610,795 | 400,000 | 4,225,079 | 659,995 | 450,688 | — | 82,204 | 6,428,761 | | Jeffrey Melucci Chief Business Development and Legal Officer | 2021 | 775,000 | — | 1,500,049 | 387,169 | 478,814 | — | 127,498 | 3,268,530 | | | 2020 | 700,000 | — | 1,349,945 | 516,509 | 984,455 | — | 135,049 | 3,685,958 | | | 2019 | 640,000 | — | 1,199,961 | 528,778 | 1,064,749 | — | 109,424 | 3,068,516 | | Gonzalo Uribe(2) President, K-C Latin America | 2021 | 471,414 | — | 1,675,067 | 174,220 | 263,868 | — | 203,076 | 2,787,645 | | Kimberly K. Underhill Former Group President, K-C North America | 2021 | 556,477 | — | 2,099,992 | 542,030 | 553,333 | — | 3,433,209 | 7,185,041 | | | 2020 | 827,500 | — | 1,950,008 | 746,077 | 1,310,600 | 132,326 | 175,733 | 5,142,244 | | | 2019 | 815,000 | — | 1,837,502 | 528,778 | 1,064,749 | 137,981 | 139,674 | 4,523,684 |

  162. SUMMARY COMPENSATION TABLE

    | Mr. Torres received a cash signing bonus in 2020 as an incentive to join the company and to compensate him for compensation forfeited at his prior employer.(1) | | Mr. Torres was not a named executive officer in 2019 and Mr. Uribe was not a named executive officer in 2019 or 2020. Therefore, no compensation information for these years appears in this table for these officers.(2) |

  163. SUMMARY COMPENSATION TABLE

    Salary. The amounts in this column represent base salary earned during the year. Stock Awards and Option Awards. The amounts in these columns reflect the dollar value of restricted share unit awards and stock options, respectively, granted under our stockholder-approved Equity Plans.

  164. SUMMARY COMPENSATION TABLE

    | 2022 Proxy Statement | 65 |

  165. SUMMARY COMPENSATION TABLE

    | | Compensation Tables |

  166. SUMMARY COMPENSATION TABLE

    The restricted share unit awards either vest over time or are based on the achievement of performance-based standards. The amounts for each year represent the grant date fair value of the awards, computed in accordance with ASC Topic 718. See Note 7 to our audited consolidated financial statements included in our Annual Report on Form 10-K for 2021 for the assumptions we used in valuing and expensing these restricted share units and stock option awards in accordance with ASC Topic 718. For awards that are subject to performance conditions, the value is based on the probable outcome of the conditions at grant date. This value, as well as the value of the awards at the grant date assuming the highest level of performance conditions will be achieved and using the grant date stock price, is set forth below:

  167. SUMMARY COMPENSATION TABLE

    | Name | Year | Stock Awards at Grant Date Value($) | Stock Awards at Highest Level of Performance Conditions($) | | Michael D. Hsu | 2021 | 6,976,205 | 13,952,410 | | | 2020 | 5,999,975 | 11,999,950 | | | 2019 | 6,000,038 | 12,000,076 | | Maria G. Henry | 2021 | 2,635,491 | 5,270,982 | | | 2020 | 2,549,940 | 5,099,880 | | | 2019 | 2,400,039 | 4,800,078 | | Russell Torres | 2021 | 1,925,018 | 3,850,036 | | | 2020 | 1,725,049 | 3,450,098 | | Jeffrey Melucci | 2021 | 1,500,049 | 3,000,098 | | | 2020 | 1,349,945 | 2,699,890 | | | 2019 | 1,199,961 | 2,399,922 | | Gonzalo Uribe | 2021 | 675,016 | 1,350,032 | | Kimberly K. Underhill | 2021 | 2,099,992 | 4,199,984 | | | 2020 | 1,950,008 | 3,900,016 | | | 2019 | 1,837,502 | 3,675,004 |

  168. SUMMARY COMPENSATION TABLE

    Non-Equity Incentive Plan Compensation. The amounts in this column are the annual cash incentive payments described in “Compensation Discussion and Analysis.” These amounts were earned during the years indicated and were paid to our named executive officers in February of the following year. Change In Pension Value and Nonqualified Deferred Compensation Earnings. The amounts in this column reflect the aggregate change during the year in actuarial present value of accumulated benefits under all defined benefit and actuarial plans (including supplemental pension plans). With respect to the supplemental pension plans, amounts have been calculated to reflect an approximate 30-year Treasury bond rate to determine the amount of the earlier retirement age lump sum benefit in a manner consistent with our financial statements. We describe the assumptions we used in determining the amounts and provide additional information about these plans in “Pension Benefits.” Each of our named executive officers participates in the Supplemental 401(k) Plan, a non-qualified defined contribution plan. Earnings on this plan are not included in the Summary Compensation Table because the earnings were not above-market or preferential. See “Nonqualified Deferred Compensation” for a discussion of this plan and each named executive officer’s earnings under this plan in 2021.

  169. SUMMARY COMPENSATION TABLE

    | 66 | 2022 Proxy Statement |

  170. SUMMARY COMPENSATION TABLE

    | | Compensation Tables |

  171. SUMMARY COMPENSATION TABLE

    All Other Compensation. All other compensation consists of the following:

  172. SUMMARY COMPENSATION TABLE

    | Name | Year | Perquisites($)(1) | Defined Contribution Plan Amounts($)(2) | Tax Gross-Ups($)(3) | Severance Payments ($)(4) | Total($)(5) | | Michael D. Hsu | 2021 | 195,948 | 298,619 | — | — | 494,567 | | | 2020 | 153,527 | 344,959 | — | — | 498,486 | | | 2019 | 120,990 | 206,812 | — | — | 327,802 | | Maria G. Henry | 2021 | 17,017 | 132,246 | — | — | 149,263 | | | 2020 | 13,000 | 169,403 | — | — | 182,403 | | | 2019 | 3,750 | 150,002 | — | — | 153,752 | | Russell Torres | 2021 | 50,251 | 77,882 | 29,550 | — | 157,683 | | | 2020 | 19,685 | 52,528 | 9,991 | — | 82,204 | | Jeffrey Melucci | 2021 | 16,652 | 110,846 | — | — | 127,498 | | | 2020 | 8,302 | 126,747 | — | — | 135,049 | | | 2019 | 7,631 | 101,793 | — | — | 109,424 | | Gonzalo Uribe | 2021 | 148,792 | 17,325 | 36,959 | — | 203,076 | | Kimberly K. Underhill | 2021 | 13,000 | 100,209 | — | 3,320,000 | 3,433,209 | | | 2020 | 13,000 | 162,733 | — | — | 175,733 | | | 2019 | 1,700 | 137,974 | — | — | 139,674 |

  173. SUMMARY COMPENSATION TABLE

    | Perquisites. For a description of the perquisites we provide executive officers, and the reasons why, see “Compensation Discussion and Analysis – Benefits and Other Compensation – Other Compensation.” Perquisites for our named executive officers in 2021 included the following:(1) |

  174. SUMMARY COMPENSATION TABLE

    | Name | Executive Financial Counseling Program($) | Personal Use of Corporate Aircraft($) | Security Services($) | Executive Health Screening Program($) | Relocation Expenses($)(a) | Total($) | | Michael D. Hsu | — | 100,265 | 95,683 | — | — | 195,948 | | Maria G. Henry | 13,000 | — | — | 4,017 | — | 17,017 | | Russell Torres | 13,000 | — | — | — | 37,251 | 50,251 | | Jeffrey Melucci | 13,000 | — | — | 3,652 | — | 16,652 | | Gonzalo Uribe | 13,000 | — | — | — | 135,792 | 148,792 | | Kimberly K. Underhill | 13,000 | — | — | — | — | 13,000 |

  175. SUMMARY COMPENSATION TABLE

    | Amounts shown reflect expenses related to relocation assistance paid in 2021 (1) in the case of Mr. Torres, in connection with his joining the company in 2020 and (2) in the case of Mr. Uribe, upon his promotion to President, K-C Latin America in 2020. Mr. Torres and Mr. Uribe participated in our relocation program, a broad-based program in which all salaried employees are eligible to participate.(a) |

  176. SUMMARY COMPENSATION TABLE

    | 2022 Proxy Statement | 67 |

  177. SUMMARY COMPENSATION TABLE

    | | Compensation Tables |

  178. SUMMARY COMPENSATION TABLE

    | Defined Contribution Plan Amounts. Matching contributions were made under the 401(k) Profit Sharing Plan and accrued under the Supplemental 401(k) Plan in 2021, 2020 and 2019 for all named executive officers, as applicable. A profit-sharing contribution was also made under the 401(k) Profit Sharing Plan and the Supplemental 401(k) Plan in early 2022, 2021 and 2020 with respect to our performance in 2021, 2020 and 2019, respectively, for the named executive officers as follows:(2) |

  179. SUMMARY COMPENSATION TABLE

    | Name | Performance Year | Profit Sharing Contribution($) | | Michael D. Hsu | 2021 | 109,020 | | | 2020 | 184,513 | | | 2019 | 79,398 | | Maria G. Henry | 2021 | 48,280 | | | 2020 | 90,611 | | | 2019 | 56,748 | | Russell Torres | 2021 | 28,430 | | | 2020 | 28,097 | | Jeffrey Melucci | 2021 | 40,467 | | | 2020 | 67,795 | | | 2019 | 41,330 | | Gonzalo Uribe | 2021 | 6,325 | | Kimberly K. Underhill | 2021 | 25,526 | | | 2020 | 87,043 | | | 2019 | 55,400 |

  180. SUMMARY COMPENSATION TABLE

    | See “Nonqualified Deferred Compensation” for a discussion of these plans. The profit sharing contribution varies depending on our performance for the applicable year, contributing to fluctuations from year to year in the amounts in the All Other Compensation column. | | Tax Gross Ups. The amounts shown for Mr. Torres and Mr. Uribe reflect tax reimbursement for moving and related expenses incurred for a relocation (1) in the case of Mr. Torres, upon his joining the company and (2) in the case of Mr. Uribe, upon his promotion to President, K-C Latin America.(3) | | Severance Payments. For additional information, see “Potential Payments on Termination or Change of Control - Severance Benefits - Departure of Former Named Executive Officer.”(4) | | Certain Dividends. Dividend equivalents on unvested performance-based and time-vested restricted share units are accumulated and will be paid in additional shares after the restricted share units vest, based on the actual number of shares that vest. See “Outstanding Equity Awards” for information on these reinvested dividend equivalents.(5) |

  181. SUMMARY COMPENSATION TABLE

    | 68 | 2022 Proxy Statement |

  182. SUMMARY COMPENSATION TABLE

    | | Compensation Tables |

  183. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth plan-based awards granted to our named executive officers during 2021 on a grant-by-grant basis.

  184. GRANTS OF PLAN-BASED AWARDS IN 2021

    GRANTS OF PLAN-BASED AWARDS IN 2021

  185. GRANTS OF PLAN-BASED AWARDS IN 2021

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | | | Name | Grant Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | Michael D. Hsu | Annual cash incentive award | | — | 2,337,500 | 4,675,000 | | | | | | | | | | Performance-based RSU | 2/28/2021 | | | | — | 52,599 | 105,198 | | | | 6,976,205 | | | Time-vested stock option | 4/29/2021 | | | | | | | | 169,645 | 132.63 | 1,742,254 | | Maria G. Henry | Annual cash incentive award | | — | 875,000 | 1,750,000 | | | | | | | | | | Performance-based RSU | 2/28/2021 | | | | — | 19,871 | 39,742 | | | | 2,635,491 | | | Time-vested stock option | 4/29/2021 | | | | | | | | 64,088 | 132.63 | 658,184 | | Russell Torres | Annual cash incentive award | | — | 750,000 | 1,500,000 | | | | | | | | | | Performance-based RSU | 2/28/2021 | | | | — | 13,442 | 26,884 | | | | 1,725,012 | | | Performance-based RSU | 4/29/2021 | | | | — | 1,696 | 3,392 | | | | 200,006 | | | Time-vested stock option | 4/29/2021 | | | | | | | | 49,009 | 132.63 | 503,322 | | | Time-vested RSU | 10/29/2021 | | | | | | | 7,723 | | | 1,000,051 | | Jeffrey Melucci | Annual cash incentive award | | | 658,800 | 1,317,600 | | | | | | | | | | Performance-based RSU | 2/28/2021 | | | | | 11,689 | 23,378 | | | | 1,500,049 | | | Time-vested stock option | 4/29/2021 | | | | | | | | 37,699 | 132.63 | 387,169 | | Gonzalo Uribe | Annual cash incentive award | | — | 356,605 | 713,210 | | | | | | | | | | Performance-based RSU | 2/28/2021 | | | | | 5,260 | 10,520 | | | | 675,016 | | | Time-vested stock option | 4/29/2021 | | | | | | | | 16,964 | 132.63 | 174,220 | | | Time-vested RSU | 10/29/2021 | | | | | | | 7,723 | | | 1,000,051 | | Kimberly K. Underhill | Annual cash incentive award | | — | 830,000 | 1,660,000 | | | | | | | | | | Performance-based RSU | 2/28/2021 | | | | — | 16,364 | 32,728 | | | | 2,099,992 | | | Time-vested stock option | 4/29/2021 | | | | | | | | 52,778 | 132.63 | 542,030 |

  186. GRANTS OF PLAN-BASED AWARDS IN 2021

    | Represents the potential annual performance-based incentive cash payments each named executive officer could earn in 2021. These awards were granted under our Management Achievement Award Program, our annual cash incentive program for executive officers. Actual amounts earned in 2021 were based on the 2021 objectives established by the Management Development and Compensation Committee at its February 10, 2021 meeting. See “Compensation Discussion and Analysis – Executive Compensation for 2021 – Annual Cash Incentive Program.” At the time of the grant, the incentive payment could range from the threshold amount to the maximum amount depending on the(1) |

  187. GRANTS OF PLAN-BASED AWARDS IN 2021

    | 2022 Proxy Statement | 69 |

  188. GRANTS OF PLAN-BASED AWARDS IN 2021

    | | Compensation Tables |

  189. GRANTS OF PLAN-BASED AWARDS IN 2021

    | extent to which the 2021 objectives were met. The actual amounts paid in 2022 based on the 2021 objectives are set forth in the Summary Compensation Table under the column entitled “Non-Equity Incentive Plan Compensation.” | | Performance-based restricted share units granted under the 2021 Plan to our named executive officers on February 28, 2021, except for an additional grant to Mr. Torres upon his promotion to Group President, K-C North America, which occurred on April 29, 2021. The number of performance-based restricted share units granted in 2021 that will ultimately vest on the third anniversary of the grant date could range from the threshold number to the maximum number depending on the extent to which the average annual organic sales growth and average modified free cash flow performance objectives for those awards are met. See “Compensation Discussion and Analysis – Long-Term Equity Incentive Compensation – 2021 Grants.”(2) | | Time-vested restricted share units granted under the 2021 Plan to Mr. Torres and Mr. Uribe on October 29, 2021.(3) | | Time-vested stock options granted under the 2021 Plan to our named executive officers on April 29, 2021.(4) | | Grant date fair value is determined in accordance with ASC Topic 718 and, for performance-based restricted share units, is the value at grant date based on the probable outcome of the performance condition and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date, excluding the effect of estimated forfeitures. See Note 7 to our audited consolidated financial statements included in our Annual Report on Form 10-K for 2021 for the assumptions used in valuing and expensing these restricted share units and stock option awards in accordance with ASC Topic 718.(5) |

  190. Outstanding Equity Awards

    Outstanding Equity Awards The following table sets forth information concerning outstanding equity awards for our named executive officers as of December 31, 2021. Option awards were granted for ten-year terms, ending on the option expiration date set forth in the table. Stock awards were granted as indicated in the footnotes to the table.

  191. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2021(1)

    OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2021(1)

  192. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2021(1)

    | | | Option Awards(2) | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(3) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Michael D. Hsu | | | | | | | | | | | | 4/29/2021 | — | 169,645 | 132.63 | 4/29/2031 | | | | | | | 2/26/2021 | | | | | | | 53,944 | 7,709,676 | | | 4/29/2020 | 43,177 | 100,749 | 138.96 | 4/29/2030 | | | | | | | 2/28/2020 | | | | | | | 48,376 | 6,913,898 | | | 5/1/2019 | 76,512 | 51,009 | 125.47 | 5/1/2029 | | | | | | | 2/28/2019 | | | | | | | 112,044 | 16,013,328 | | | 5/9/2018 | 92,179 | — | 103.06 | 5/9/2028 | | | | | | | 4/25/2017 | 67,761 | — | 132.82 | 4/25/2027 | | | | | | | 5/3/2016 | 52,525 | — | 126.13 | 5/3/2026 | | | | | | | 4/29/2015 | 54,191 | — | 110.72 | 4/29/2025 | | | | | | | 4/30/2014 | 46,508 | — | 107.51 | 4/30/2024 | | | | | | | 5/1/2013 | 41,698 | — | 98.92 | 5/1/2023 | | | | | | Maria G. Henry | | | | | | | | | | | | 4/29/2021 | — | 64,088 | 132.63 | 4/29/2031 | | | | | | | 2/26/2021 | | | | | | | 20,379 | 2,912,567 | | | 4/29/2020 | 18,350 | 42,819 | 138.96 | 4/29/2030 | | | | | | | 2/28/2020 | | | | | | | 20,559 | 2,938,292 | | | 5/1/2019 | 30,604 | 20,404 | 125.47 | 5/1/2029 | | | | | | | 2/28/2019 | | | | | | | 44,818 | 6,405,389 | | | 2/28/2019 | | | | | 7,003 | 1,000,869 | | | | | 5/9/2018 | 62,100 | — | 103.06 | 5/9/2028 | | | | | | | 4/25/2017 | 53,644 | — | 132.82 | 4/25/2027 | | | | | | | 5/3/2016 | 47,570 | — | 126.13 | 5/3/2026 | | | | | | | 4/29/2015 | 49,675 | — | 110.72 | 4/29/2025 | | | | |

  193. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2021(1)

    | 2022 Proxy Statement | 71 |

  194. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2021(1)

    | | Compensation Tables |

  195. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2021(1)

    | | | Option Awards(2) | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(3) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Russell Torres | | | | | | | | | | | | 10/29/2021 | | | | | 7,723 | 1,103,771 | | | | | 4/29/2021 | — | 49,009 | 132.63 | 4/29/2031 | | | | | | | 4/29/2021 | | | | | | | 1,725 | 246,537 | | | 2/26/2021 | | | | | | | 13,786 | 1,970,295 | | | 4/29/2020 | 12,413 | 28,966 | 138.96 | 4/29/2030 | | | | | | | 4/29/2020 | | | | | | | 13,023 | 1,861,247 | | | 4/29/2020 | | | | | 12,583 | 1,798,362 | | | | Jeffrey Melucci | | | | | | | | | | | | 4/29/2021 | — | 37,699 | 132.63 | 4/29/2031 | | | | | | | 2/26/2021 | | | | | | | 11,988 | 1,713,325 | | | 4/29/2020 | 9,714 | 22,669 | 138.96 | 4/29/2030 | | | | | | | 2/28/2020 | | | | | | | 10,884 | 1,555,541 | | | 5/1/2019 | 15,302 | 10,202 | 125.47 | 5/1/2029 | | | | | | | 2/28/2018 | | | | | | | 22,408 | 3,202,551 | | | 4/25/2017 | 5,271 | — | 132.82 | 4/25/2027 | | | | | | Gonzalo Uribe | | | | | | | | | | | | 10/29/2021 | | | | | 7,723 | 1,103,771 | | | | | 4/29/2021 | — | 16,964 | 132.63 | 4/29/2031 | | | | | | | 2/26/2021 | | | | | | | 5,394 | 770,910 | | | 4/29/2020 | 1,079 | 2,519 | 138.96 | 4/29/2030 | | | | | | | 2/28/2020 | | | | | | | 1,132 | 161,785 | | | 5/1/2019 | 1,817 | 1,212 | 125.47 | 5/1/2029 | | | | | | | 5/1/2019 | | | | | 1,034 | 147,779 | | | | | 2/28/2019 | | | | | | | 2,458 | 351,297 | | | 5/9/2018 | 3,687 | — | 103.06 | 5/9/2028 | | | | | | | 4/25/2017 | 3,576 | — | 132.82 | 4/25/2027 | | | | |

  196. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2021(1)

    | 72 | 2022 Proxy Statement |

  197. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2021(1)

    | | Compensation Tables |

  198. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2021(1)

    | | | Option Awards(2) | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($)(3) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(4) | Market Value of Shares or Units of Stock That Have Not Vested ($)(5) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(6) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | Kimberly K. Underhill | | | | | | | | | | | | 4/29/2021 | 52,778 | — | 132.63 | 9/2/2026 | | | | | | | 2/26/2021 | | | | | | | 16,782 | 2,398,483 | | | 4/29/2020 | 46,776 | — | 138.96 | 9/2/2026 | | | | | | | 2/28/2020 | | | | | | | 15,722 | 2,246,988 | | | 5/1/2019 | 27,338 | — | 125.47 | 9/2/2026 | | | | | | | 2/28/2019 | | | | | | | 34,313 | 4,904,014 |

  199. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2021(1)

    | The amounts shown reflect outstanding equity awards granted under the 2011 Plan (prior to April 2021) or the 2021 Plan. Under each plan, an executive officer may receive awards of stock options, restricted stock or restricted share units, or a combination of stock options, restricted stock and restricted share units.(1) | | Stock options become exercisable in three annual installments of 30 percent, 30 percent and 40 percent, beginning on the first anniversary of the grant date; however, all of the options become exercisable for three years upon death or total and permanent disability and for the earlier of five years or the remaining term of the options, upon retirement of the officer. In addition, options generally become exercisable upon a termination of employment following a change of control, and certain options granted to our named executive officers are subject to our Executive Severance Program. See “Potential Payments on Termination or Change of Control.” The officers may transfer the options to family members or certain entities in which family members have interests.(2) | | In connection with the Halyard Health spin-off on October 31, 2014 the numbers of stock options were increased and the exercise prices were decreased to maintain the fair value of outstanding options immediately before and after the spin-off. Specifically, for each stock option held by a Kimberly-Clark employee, officer, or director, the exercise price was divided by 1.044134 (the “Adjustment Ratio”) and the number of shares subject to the outstanding stock option was multiplied by the Adjustment Ratio, with fractional shares rounded down to the nearest whole share. No incremental fair value was generated as a result of the adjustments. | | The Equity Plans provide that the option price per share shall be no less than the closing price per share of our common stock at grant date.(3) | | The amounts shown represent awards of time-vested restricted share units. Subject to accelerated vesting as described in “Potential Payments on Termination or Change of Control,” the time-vested restricted share unit awards granted to Ms. Henry, Mr. Torres and Mr. Uribe vest on the third anniversary of the grant date. Dividend equivalents on these time-vested restricted share units equal to cash dividends on our Common Stock will be accumulated and paid in additional shares when the time-vested restricted share units vest. The units listed include dividend equivalents.(4) | | The values shown in this column are based on the closing price of our common stock on December 31, 2021 of $142.92 per share.(5) | | The amounts shown represent awards of performance-based restricted share units granted to our named executive officers in 2019, 2020 and 2021. Subject to accelerated vesting as described in “Potential Payments on Termination or Change of Control,” performance-based restricted share unit awards granted in 2019, 2020 and 2021 vest on the third anniversary of the grant date, in a range from zero to 200 percent of the target levels indicated based on the achievement of specific performance goals. Based on the current vesting pace of these awards, the amounts shown represent the maximum level for the 2019 grants and the target level for the 2020 and 2021 grants. See “Discussion of Summary Compensation and Plan-Based Awards Tables.” The units listed include equivalents on performance-based restricted share units granted to our named executive officers equal to cash dividends on our Common Stock based on the maximum level for the 2019 grant and the target level for the 2020 and 2021 grants.(6) |

  200. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2021(1)

    | 2022 Proxy Statement | 73 |

  201. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2021(1)

    | | Compensation Tables |

  202. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information concerning stock options exercised and stock awards vested during 2021 for our named executive officers.

  203. OPTION EXERCISES AND STOCK VESTED IN 2021

    OPTION EXERCISES AND STOCK VESTED IN 2021

  204. OPTION EXERCISES AND STOCK VESTED IN 2021

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise(#) | Value Realized on Exercise($)(1) | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting($)(2) | | Michael D. Hsu | — | — | 35,429 | 4,546,604 | | Maria G. Henry | — | — | 23,868 | 3,062,980 | | Russell Torres | — | — | 6,185 | 820,293 | | Jeffrey Melucci | 21,056 | 605,255 | 11,562 | 1,483,751 | | Gonzalo Uribe | — | — | 1,524 | 206,502 | | Kimberly K. Underhill | 19,018 | 623,323 | 18,806 | 2,467,995 |

  205. OPTION EXERCISES AND STOCK VESTED IN 2021

    | The dollar amount reflects the total pre-tax value realized by our named executive officers (number of shares exercised times the difference between the fair market value on the exercise date and the exercise price). It is not the grant date fair value disclosed in other locations in this proxy statement. Value from these option exercises was only realized to the extent our stock price increased relative to the stock price at grant (the exercise price).(1) | | The dollar amount reflects the total pre-tax value received by our named executive officers upon the vesting of time-vested restricted share units or performance-based restricted share units (number of shares vested times the closing price of our common stock on the vesting date), including cash paid in lieu of fractional shares. It is not the grant date fair value disclosed in other locations in this proxy statement.(2) |

  206. OPTION EXERCISES AND STOCK VESTED IN 2021

    | 74 | 2022 Proxy Statement |

  207. OPTION EXERCISES AND STOCK VESTED IN 2021

    | | Compensation Tables |

  208. Pension Benefits

    Pension Benefits The following table sets forth information as of December 31, 2021 concerning potential payments to our named executive officers under our pension plan and supplemental pension plans. Information about these plans follows the table.

  209. 2021 PENSION BENEFITS

    2021 PENSION BENEFITS

  210. 2021 PENSION BENEFITS

    | Name(1) | Plan Name | Number of Years Credited Service(#)(2) | Present Value of Accumulated Benefit($) | Payments During Last Fiscal Year($)(3) | | Kimberly K. Underhill(4) | Pension Plan | 9.6 | 504,742 | — | | | Supplemental Pension Plans | 9.6 | 355,100 | 14,786 |

  211. 2021 PENSION BENEFITS

    | Each named executive officer other than Ms. Underhill joined Kimberly-Clark after January 1, 1997 and therefore is not eligible to participate in our defined benefit pension plans.(1) | | Ms. Underhill has 34.0 years of vesting service. Ms. Underhill’s years of benefit service were frozen in 1997 upon her election to participate in a predecessor defined contribution plan to the 401(k) Profit Sharing Plan.(2) | | In accordance with the terms of the plans, in connection with her departure from Kimberly-Clark in September 2021, Ms. Underhill received a distribution in December 2021 for required income and payroll taxes withheld in 2021.(3) | | At the time of Ms. Underhill’s departure in September 2021, she was eligible for retirement under the plans and was eligible to receive a reduced early retirement benefit. An unreduced retirement benefit is available at age 60.(4) |

  212. 2021 PENSION BENEFITS

    Employees who joined Kimberly-Clark prior to January 1, 1997 are eligible to participate in our pension plans, which provide benefits based on years of service as of December 31, 2009 and pay (annual cash compensation), integrated with social security benefits. Our pension plans are comprised of the Kimberly-Clark Pension Plan and the Supplemental Pension Plans. We stopped accruing compensation and benefit service for participants under our pension plans for most of our U.S. employees, including our named executive officers, for plan years after 2009. These changes do not affect benefits earned by participants prior to January 1, 2010. The following is an overview of these plans.

  213. 2021 PENSION BENEFITS

    | | Pension Plan | Supplemental Pension Plans | | Reason for Plan | Provide eligible participants with a competitive level of retirement benefits based on pay and years of service. | Provide eligible participants with benefits as are necessary to fulfill the intent of the pension plan without regard to limitations imposed by the Internal Revenue Code. | | Eligible Participants | Salaried employees who joined Kimberly-Clark prior to January 1, 1997. | Salaried employees impacted by limitations imposed by the Internal Revenue Code on payments under the pension plan. | | Payment Form | Normal benefit: Single-life annuity payable monthly Other optional forms of benefit are available, including a joint and survivor and a lump sum benefit. | Accrued benefits prior to 2005: Monthly payments or a lump sum after age 55 Accrued benefits for 2005 and after: Lump sum six months after termination of employment |

  214. 2021 PENSION BENEFITS

    | 2022 Proxy Statement | 75 |

  215. 2021 PENSION BENEFITS

    | | Compensation Tables |

  216. 2021 PENSION BENEFITS

    | | Pension Plan | Supplemental Pension Plans | | Retirement Eligibility | Full unreduced benefit: | Same | | | Normal retirement age of 65 | | | | Age 62 with 10 years of service | | | | Age 60 with 30 years of service | | | | Disability retirement | | | | Early retirement benefit: | | | | Age 55 with five years of service. The amount of the benefit is reduced according to the number of years the participant retires before the age the participant is eligible for a full, unreduced benefit. The amount of the reduction is based on age and years of vesting service. | | | Benefits Payable | Service and earnings frozen as of December 31, 2009. Benefit depends on the participant’s years of service under our plan and monthly average earnings over the last 60 months of service or, if higher, the monthly average earnings for the five calendar years in his or her last fifteen years of service for which earnings were the highest. | Same | | Benefit Formula for Salaried Employees (As of December 31, 2009) (Payable in the form of a single life annuity) | Unreduced monthly benefit = 1/12 of ((1.125% x final average annual earnings (up to 2/3 of the Social Security Taxable Wage Base)) + (1.425% x final average annual earnings (in excess of 2/3 of the Social Security Taxable Wage Base up to Taxable Wage Base)) + (1.5% x final average annual earnings (over the Social Security Taxable Wage Base))) multiplied by the years of credited service. | Same | | Pensionable Earnings | Annual cash compensation. Long-term equity compensation is not included. | Same | | Change of control or reduction in our long-term credit rating (below investment grade) | Not applicable | Participants have the option of receiving the present value of their accrued benefits prior to 2005 in the supplemental pension plans in a lump sum, reduced by 10 percent and 5 percent for active and former employees, respectively. |

  217. 2021 PENSION BENEFITS

    The estimated actuarial present value of the retirement benefits accrued through December 31, 2021 appears in the 2021 Pension Benefits table. For purposes of determining the present value of accumulated benefits, we have used the potential earlier retirement ages as described above rather than the normal retirement age under the plans, which is 65. For a discussion of how we value these obligations and the assumptions we use in that valuation, see Note 8 to our audited consolidated financial statements included in our 2021 Annual Report on Form 10-K. The calculation of actuarial present value generally is consistent with the methodology and assumptions outlined in our audited consolidated financial statements, except that benefits are reflected as payable as of the date the executive is first entitled to full unreduced benefits (as opposed to the assumed retirement date) and

  218. 2021 PENSION BENEFITS

    | 76 | 2022 Proxy Statement |

  219. 2021 PENSION BENEFITS

    | | Compensation Tables |

  220. 2021 PENSION BENEFITS

    without consideration of pre-retirement mortality. Present values for Ms. Underhill for the qualified plan are based on the PRI-2012 healthy retiree table, adjusted for white collar and generational improvements using scale MP-2020, and for the supplemental plans were calculated using the 2022 417(e) mortality table adjusted for mortality improvement to the assumed retirement age using scale MP-2020. With respect to the supplemental pension plans, the amount of the earlier retirement age lump sum benefit was determined using an approximate 30-year Treasury Bond rate of 1.77%, consistent with the methodology used for purposes of our consolidated financial statements; any actual lump sum benefit would be calculated using the 30-year Treasury Bond rate in effect as of the beginning of the month prior to termination. Present value amounts were determined as of December 31, 2021 based on the financial accounting discount rates for United States pension plans of 2.94% and 2.86% for the qualified plan and the supplemental plans, respectively. The actuarial increase in 2021 of the projected retirement benefits can be found in the Summary Compensation Table under the heading “Change in Pension Value and Nonqualified Deferred Compensation Earnings.” Other than the payments to Ms. Underhill described above, no payments were made to our named executive officers under our pension plans during 2021. While the supplemental pension plans remain unfunded, in 1994 the Board approved the establishment of a trust and authorized us to make contributions to this trust in order to provide a source of funds to assist us in meeting our liabilities under our supplemental defined benefit plans. For additional information regarding these plans, see “Compensation Discussion and Analysis – Benefits and Other Compensation – Retirement Benefits.”

  221. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth information concerning the amount of contributions, earnings and balances for each named executive officer under our Supplemental 401(k) Plan.

  222. 2021 NONQUALIFIED DEFERRED COMPENSATION

    2021 NONQUALIFIED DEFERRED COMPENSATION

  223. 2021 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Company Contributions in 2021($)(1) | Aggregate Earnings in 2021($)(2) | Aggregate Balance at December 31, 2021($)(3) | | Michael D. Hsu | 280,349 | 170,275 | 1,845,772 | | Maria G. Henry | 113,976 | 87,640 | 938,319 | | Russell Torres | 59,612 | 5,962 | 94,625 | | Jeffrey Melucci | 92,576 | 66,887 | 620,252 | | Gonzalo Uribe | — | — | — | | Kimberly K. Underhill | 81,939 | 81,748 | 1,039,412 |

  224. 2021 NONQUALIFIED DEFERRED COMPENSATION

    | Contributions consist solely of amounts accrued by Kimberly-Clark under the Supplemental 401(k) Plan, including the profit-sharing contribution in February 2022 with respect to our performance in 2021. These amounts are included in the Summary Compensation Table and represent a portion of the Defined Contribution Plan Payments included in All Other Compensation.(1) | | The amounts in this column show the changes in the aggregate account balance for our named executive officers during 2021 that are not attributable to company contributions. Aggregate earnings are not included in the Summary Compensation Table because the earnings are not above-market or preferential.(2) | | Balance for the Supplemental 401(k) Plan includes the profit-sharing contribution made in early 2022 with respect to our performance in 2021, as well as the following aggregate amounts that were previously reported in the Summary Compensation Table for 2020 and 2019, combined: Mr. Hsu - $504,021, Ms. Henry - $271,655, Mr. Torres - $72,644, Mr. Melucci - $141,092, Mr. Uribe - $0, Ms. Underhill - $252,957. The information in this footnote is provided to clarify the extent to which the balances shown represent compensation reported in our prior proxy statements, rather than additional currently earned compensation.(3) |

  225. 2021 NONQUALIFIED DEFERRED COMPENSATION

    | 2022 Proxy Statement | 77 |

  226. 2021 NONQUALIFIED DEFERRED COMPENSATION

    | | Compensation Tables |

  227. 2021 NONQUALIFIED DEFERRED COMPENSATION

    Overview of 401(k) Profit Sharing Plan and Supplemental 401(k) Plan.

  228. 2021 NONQUALIFIED DEFERRED COMPENSATION

    | | 401(k) Profit Sharing Plan | Supplemental 401(k) Plan | | Purpose | To assist employees in saving for retirement, as well as to provide a discretionary profit sharing contribution in which contributions will be based on our profit performance. | To provide benefits to the extent necessary to fulfill the intent of the 401(k) Profit Sharing Plan without regard to the limitations imposed by the Internal Revenue Code on qualified defined contribution plans. | | Eligible participants | Most U.S. employees. | Salaried employees impacted by limitations imposed by the Internal Revenue Code on the 401(k) Profit Sharing Plan. | | Is the plan qualified under the Internal Revenue Code? | Yes. | No. | | Can employees make contributions? | Yes. | No. | | Do we make contributions or match employee contributions? | We match 100% of employee contributions, to a yearly maximum of 4% of eligible compensation. In addition, we may make a discretionary profit sharing contribution of 0% to 8% of eligible compensation based on our profit performance. | We provide credit to the extent our contributions to the 401(k) Profit Sharing Plan are limited by the Internal Revenue Code. | | When do account balances vest? | Account balances under these plans vest immediately. | Account balances under these plans vest immediately. | | How are account balances invested? | Account balances are invested in certain designated investment options selected by the participant. | Account balances are credited with earnings and losses as if these account balances were invested in certain designated investment options selected by the participant. | | When are account balances distributed? | Distributions of the participant’s vested account balance are only available after termination of employment. Loans, hardship and certain other withdrawals are allowed prior to termination of employment for certain vested amounts under the 401(k) Profit Sharing Plan. | Distributions of the participant’s vested account balance are payable after termination of employment. |

  229. 2021 NONQUALIFIED DEFERRED COMPENSATION

    While the Supplemental 401(k) Plan remains unfunded, in 1996 the Board amended a previously established trust and authorized us to make contributions to this trust in order to provide a source of funds to assist us in meeting our liabilities under our supplemental defined contribution plans.

  230. 2021 NONQUALIFIED DEFERRED COMPENSATION

    | 78 | 2022 Proxy Statement |

  231. 2021 NONQUALIFIED DEFERRED COMPENSATION

    | | Compensation Tables |

  232. Potential Payments on Termination or Change of Control

    Potential Payments on Termination or Change of Control Our named executive officers are eligible to receive certain benefits in the event of termination of employment, including following a change of control. This section describes various termination scenarios as well as the payments and benefits payable under those scenarios.

  233. Retirement, Death and Disability

    | | Benefits payable under our pension plans for eligible participants (if the participant has at least five years of vesting service) (see “Pension Benefits” for additional information), | | | Their account balance, if any, under the Deferred Compensation Plan, | | | Their account balance under the Supplemental 401(k) Plan, | | | Their account balance under the 401(k) Profit Sharing Plan, | | | Accelerated vesting of unvested stock options, and the options will be exercisable until the earlier of five years or the remaining term of the options, | | | For units outstanding more than six months after the date of grant, performance-based restricted share units will be payable based on attainment of the performance goal at the end of the restricted period, | | | Annual incentive award payment under the Management Achievement Award Program as determined by the Committee in its discretion, | | | For participants with at least fifteen years of vesting service and who joined Kimberly-Clark before January 1, 2004, retiree medical credits based on number of years of vesting service (up to a maximum of $104,500 in credits), and | | | For participants with at least fifteen years of vesting service, continuing coverage under Kimberly-Clark’s group life insurance plan. |

  234. Potential Payments on Termination or Change of Control Table

    Potential Payments on Termination or Change of Control Table The following table presents the approximate value of (i) the severance benefits for our named executive officers under the Executive Severance Program had a Qualified Termination of Employment under the participant agreement occurred on December 31, 2021; (ii) the severance benefits for our named executive officers under the Severance Pay Plan if an involuntary termination had occurred on December 31, 2021; (iii) the benefits that would have been payable on the death of our named executive officers on December 31, 2021; (iv) the benefits that would have been payable on the total and permanent disability of our named executive officers on December 31, 2021; and (v) the potential payments to Mr. Hsu and Ms. Henry if they had retired on December 31, 2021. If applicable, amounts in the table were calculated using the closing price of our common stock on December 31, 2021 of $142.92 per share. The termination benefits provided to our executive officers upon their voluntary termination of employment do not discriminate in scope, terms or operation in favor of our executive officers compared to the benefits offered to all salaried employees, so those benefits are not included in the table below. Of our current named executive officers, only Mr. Hsu and Ms. Henry were eligible to retire as of December 31, 2021; thus, potential payments assuming retirement on that date are not included for the other named executive officers. The amounts presented in the table are in addition to amounts each named executive officer earned or accrued prior to termination, such as the officer’s balances under our Deferred Compensation Plan, accrued retirement benefits (including accrued pension plan benefits), previously vested benefits under our qualified and non-qualified plans, previously vested options, restricted stock and restricted share units and accrued salary and vacation. For information about these previously earned and accrued amounts, see “Summary Compensation,” “Outstanding Equity Awards,” “Option Exercises and Stock Vested,” “Pension Benefits,” and “Nonqualified Deferred Compensation.” Because Ms. Underhill left the company on September 1, 2021, she is discussed below under “Departure of Former Named Executive Officer.”

  235. Potential Payments on Termination or Change of Control Table

    | 2022 Proxy Statement | 83 |

  236. Potential Payments on Termination or Change of Control Table

    | | Compensation Tables |

  237. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE OF CONTROL TABLE

    POTENTIAL PAYMENTS ON TERMINATION OR CHANGE OF CONTROL TABLE

  238. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE OF CONTROL TABLE

    | Name | Cash Payment($) | Equity with Accelerated Vesting($) | Additional Retirement Benefits($) | Continued Benefits and Other Amounts($) | Total($) | | Michael D. Hsu | | | | | | | Qualified Termination of Employment | 8,659,117(1) | 33,671,622(2) | 577,538(3) | 31,704(4) | 42,939,981 | | Involuntary Termination(5) | 8,659,117 | — | — | 10,072(6) | 8,669,189 | | Death | 3,439,886(7) | 24,524,846(8) | — | — | 27,964,732 | | Disability | 1,439,886(7) | 24,524,846(8) | — | —(9) | 25,964,732 | | Retirement | 1,439,886(1) | 33,671,195 | — | —(10) | 35,111,081 | | Maria G. Henry | | | | | | | Qualified Termination of Employment | 4,247,396(1) | 14,442,196(2) | 293,462(3) | 31,704(4) | 19,014,758 | | Involuntary Termination(5) | 4,247,396 | — | — | 10,072(6) | 4,257,468 | | Death | 2,239,121(7) | 10,784,567(8) | — | — | 13,023,688 | | Disability | 579,121(7) | 10,784,567(8) | — | —(9) | 11,363,688 | | Retirement | 579,121 | 13,441,327 | — | —(10) | 14,020,448 | | Russell Torres | | | | | | | Qualified Termination of Employment | 3,505,900(1) | 7,599,220(2) | 244,644(3) | 48,936(4) | 11,398,700 | | Involuntary Termination(5) | 3,505,900 | — | — | 14,104(6) | 3,520,004 | | Death | 1,947,849(7) | 3,668,611(8) | — | — | 5,616,460 | | Disability | 447,849(7) | 3,668,611(8) | — | —(9) | 4,116,460 | | Jeffrey Melucci | | | | | | | Qualified Termination of Employment | 3,415,096(1) | 7,127,134(2) | 234,903(3) | 48,936(4) | 10,826,069 | | Involuntary Termination(5) | 3,415,096 | — | — | 14,104(6) | 3,429,200 | | Death | 4,678,814(7) | 5,106,881(8) | — | — | 9,785,695 | | Disability | 478,814(7) | 5,106,881(8) | — | —(9) | 5,585,695 | | Gonzalo Uribe | | | | | | | Qualified Termination of Employment | 1,656,614(1) | 2,741,226(2) | 111,420(3) | 48,936(4) | 4,558,196 | | Involuntary Termination(5) | 1,656,614 | — | — | 14,104(6) | 1,670,718 | | Death | 1,363,868(7) | 1,039,070(8) | — | — | 2,402,938 | | Disability | 263,868(7) | 1,039,070(8) | — | —(9) | 1,302,938 |

  239. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE OF CONTROL TABLE

    | Assumes the Committee would approve full payment under the Management Achievement Award Program for 2021; actual amount that would be paid is determined by the Committee in its discretion.(1) | | Assumes vesting of unvested performance-based restricted share units at the maximum level for the 2019 grant and the target level for the 2020 and 2021 grants. See “Outstanding Equity Awards.” In addition, under the terms of the Equity Plans, if the Committee were to determine that, pending a change of control, our common stock would cease to exist without an adequate replacement security, the payment of this amount would not be contingent upon the Qualified Termination of Employment of the named executive officer. This provision also applies to grants under the Equity Plans to employees other than our named executive officers.(2) | | Includes the value of two additional years of employer contributions under the 401(k) Profit Sharing Plan and the Supplemental 401(k) Plan, pursuant to the terms of the Executive Severance Plan.(3) | | Includes an amount equal to 24 months of COBRA medical and dental coverage.(4) | | Benefits payable under the Severance Pay Plan. For Mr. Hsu and Ms. Henry, does not include accelerated equity vesting that occurred when they became retirement eligible at age 55. See the benefits payable for these officers for retirement for the amount of this accelerated equity vesting.(5) | | Includes an amount equal to six months of COBRA medical coverage under each executive’s specific health insurance plan, three months of Employee Assistance Program, and outplacement services valued at $2,700.(6) | | For death, includes the payment of benefits under Kimberly-Clark’s group life insurance plan (which is available to all U.S. salaried employees). For death and disability, assumes the Committee would approve full payment under the Management Achievement Award Program for 2021; actual amount that would be paid is determined by the Committee in its discretion. For disability, does not include benefits payable under Kimberly-Clark’s Long-Term Disability Plan (which is available to all U.S. salaried employees), the value of which would be dependent on the life span of the named executive officer and the value of any Kimberly-Clark or government-provided income benefits received.(7) | | Assumes pro rata vesting of unvested performance-based restricted share units at the maximum level for the 2019 grant and the target level for the 2020 and 2021 grants. See “Outstanding Equity Awards.”(8) | | Our named executive officers would be eligible for continuing coverage under Kimberly-Clark’s group life insurance plan assuming total and permanent disability on December 31, 2021, which benefit does not discriminate in scope, terms or operation in favor of our named executive officers compared to the benefits offered to all U.S. salaried employees and is therefore not included in the table.(9) |

  240. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE OF CONTROL TABLE

    | 84 | 2022 Proxy Statement |

  241. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE OF CONTROL TABLE

    | | Compensation Tables |

  242. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE OF CONTROL TABLE

    | Mr. Hsu and Ms. Henry would be eligible for continuing coverage under Kimberly-Clark’s group life insurance plan assuming retirement on December 31, 2021, which benefit does not discriminate in scope, terms or operation in favor of our executive officers compared to the benefits offered to all U.S. salaried employees and is therefore not included in the table.(10) |

  243. Transactions With Related Persons

    | | Other Information CEO Pay Ratio Disclosure |

  244. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure In accordance with the Dodd-Frank Act and applicable SEC rules, we are providing the following information about the relationship of our CEO’s compensation to the compensation of all our employees. For 2021:

  245. CEO Pay Ratio Disclosure

    | | the total compensation of our median employee was $42,749 | | | the total compensation of our CEO, as reported in the Summary Compensation Table, was $12,009,162 | | | the ratio of our CEO’s total compensation to the median employee total compensation was 281 to 1 |

  246. CEO Pay Ratio Disclosure

    To identify our median employee, we compared the base salary, overtime, shift-differential, call-in and other statutory pay (e.g., 13-month bonus for certain Latin American employees) of our employees based on 10-month trailing payroll data as of October 31, 2021. At that date, we had 45,127 employees, of which 11,159 were U.S. employees and 33,968 were non-U.S. employees. We excluded 1,988 employees based in Mexico as permitted by SEC rules under a de minimis exemption. The number of excluded employees under the exemption represented less than 5.0 percent of our population. As a result of the exclusion, the “considered population” for identifying the median employee was 43,139. We did not make any cost-of-living adjustments. Similar to our CEO, each of our employees enjoys a comprehensive compensation, benefit and company and/or state-sponsored retirement package that we determine by benchmarking to local market practice.

  247. CEO Pay Ratio Disclosure

    | 2022 Proxy Statement | 89 |

  248. CEO Pay Ratio Disclosure

    | | Other Information Stockholder Director Nominees Not Included in Next Year’s Proxy Statement |

  249. Stockholder Director Nominees for Inclusion in Next Year’s Proxy Statement

    Stockholder Director Nominees for Inclusion in Next Year’s Proxy Statement Stockholders who wish to nominate one or more director candidates to be included in our proxy statement and form of proxy pursuant to By-Law 11A of our By-Laws (a “proxy access nomination”) for the 2023 Annual Meeting of Stockholders must submit written notice of the nomination to the Corporate Secretary so that it is received between October 8, 2022 and November 7, 2022, unless the 2023 Annual Meeting is held earlier than March 28, 2023 or later than June 26, 2023, in which case the notice must be received at least 120 days, but not more than 150 days, before the 2023 Annual Meeting of Stockholders (unless we give less than 120 days’ notice of the annual meeting date, in which case the notice must be received within 10 days after the meeting date is announced). Any notice of a proxy access nomination must comply with the requirements of our By-Laws, which may be found in the Investors section of our website at www.kimberly-clark.com, and any applicable law.

  250. Stockholder Director Nominees Not Included in Next Year’s Proxy Statement

    Stockholder Director Nominees Not Included in Next Year’s Proxy Statement Under our Certificate of Incorporation and By-Laws, a stockholder who wishes to nominate a candidate for election to the Board who is not intended to be included in our proxy statement for the 2023 Annual Meeting of Stockholders is required to give written notice to our Corporate Secretary. We must receive this notice at least 75 days, but not more than 100 days, before the 2023 Annual Meeting of Stockholders (unless we give less than 75 days’ notice of the annual meeting date, in which case the notice must be received within 10 days after the meeting date is announced). Any notice of a director nomination must comply with the requirements of our By-Laws and any applicable law. In addition, the deadline for a stockholder to provide notice to our Corporate Secretary under SEC Rule 14a-19, the SEC’s universal proxy rule, of the stockholder’s intent to solicit proxies in support of candidates submitted under our Certificate of Incorporation and By-Laws is February 26, 2023, unless the 2023 Annual Meeting is held earlier than March 28, 2023 or later than May 27, 2023, in which case the notice must be provided by the later of 60 days prior to the 2023 Annual Meeting of Stockholders or 10 days after the meeting date is

  251. Stockholder Director Nominees Not Included in Next Year’s Proxy Statement

    | 90 | 2022 Proxy Statement |

  252. Stockholder Director Nominees Not Included in Next Year’s Proxy Statement

    | | Other Information Other Stockholder Proposals Not Included in Next Year’s Proxy Statement |

  253. Stockholder Director Nominees Not Included in Next Year’s Proxy Statement

    announced. A nomination that does not comply with the requirements set forth in our Certificate of Incorporation and By-Laws will not be considered for presentation at the annual meeting, but will be considered by the Nominating and Corporate Governance Committee for any vacancies arising on the Board between annual meetings in accordance with the process described in “Proposal 1. Election of Directors - Process and Criteria for Nominating Directors.”