DEF 14A of Kimberly Clark Corp, Feb 27, 2023

DEF 14A of Kimberly Clark Corp

Filed Feb 27, 2023 · FY20220001206774-23-000269

Open on EDGAR

  1. April 20, 2023

    | 63 | Compensation Tables | | 63 | Summary Compensation | | 67 | Grants of Plan-Based Awards | | 68 | Discussion of Summary Compensation and Plan-Based Awards Tables | | 69 | Outstanding Equity Awards | | 71 | Option Exercises and Stock Vested | | 72 | Nonqualified Deferred Compensation | | 74 | Potential Payments on Termination or Change of Control | | 80 | Equity Compensation Plan Information | | 81 | Proposal 4. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation | | 82 | Other Information | | 82 | Security Ownership Information | | 84 | Transactions with Related Persons | | 85 | Pay Versus Performance | | 89 | CEO Pay Ratio Disclosure | | 90 | General Information about our Annual Meeting | | 90 | How We Provide Proxy Materials | | 90 | Who May Vote | | 90 | How To Vote | | 91 | How to Revoke or Change Your Vote | | 91 | Votes Required | | 91 | How Abstentions will be Counted | | 91 | Effect of Not Instructing Your Broker | | 91 | Direct Stock Purchase and Dividend Reinvestment Plan | | 92 | Employee Benefit Plans | | 92 | Attending the Virtual Annual Meeting | | 93 | Costs of Solicitation | | 93 | Stockholders Sharing the Same Household | | 93 | Stockholder Proposals for Inclusion in Next Year’s Proxy Statement | | 94 | Stockholder Director Nominees for Inclusion in Next Year’s Proxy Statement | | 94 | Stockholder Director Nominees Not Included in Next Year’s Proxy Statement | | 94 | Other Stockholder Proposals Not Included in Next Year’s Proxy Statement | | 95 | Other Matters to be Presented at the Annual Meeting |

  2. Corporate Governance

    Corporate Governance Governance Highlights. The Corporate Governance section beginning on page 9 describes our strong governance framework, which includes:

  3. Corporate Governance

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

  4. Corporate Governance

    Board Succession Planning. The Board has demonstrated its commitment to refreshing the composition of the Board through the execution of a thoughtful and active long-term succession plan. In accordance with this plan, the Board has added ten new independent directors since 2015. 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. Corporate Governance

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

  6. Corporate Governance

    | 2023 Proxy Statement | 5 |

  7. Corporate Governance

    | | Proxy Summary |

  8. Corporate Governance

    | Name | Occupation | Independent | Committee Memberships* | Other Public Company Boards | | Dunia A. Shive Age: 62 Director Since: 2019 | Former CEO and President Belo Corp. | ● | A (Chair), E | 3 | | Mark T. Smucker Age: 53 Director Since: 2019 | President and CEO The J.M. Smucker Company | ● | MDC, NCG | 1 | | Michael D. White Age: 71 Director Since: 2015 | Former Chairman, President and CEO DIRECTV | ● | E (Chair) | 2 |

  9. Corporate Governance

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

  10. Corporate Governance

    Robert Decherd, 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 the Chair of the Nominating and Corporate Governance Committee and as a member of the Executive Committee. We express our deep gratitude to Mr. Decherd for his many years of dedicated service, strategic vision and leadership and substantial contributions to the Board, Kimberly-Clark and our stockholders. This table provides a summary view of the qualifications, experience and demographics of each director nominee.

  11. Corporate Governance

    | Experience | Hsu (Chair) | Burwell | Culver | Jemison | Maclin | Mahlan | McCoy | Quarles | Ramirez | Shive | Smucker | White | TOTALS | | Consumer Products | ● | | ● | | ● | ● | ● | ● | ● | | ● | ● | 9 | | International | ● | ● | ● | ● | | ● | ● | ● | ● | | ● | ● | 10 | | Financial Expertise | ● | ● | ● | | ● | ● | ● | ● | ● | ● | ● | ● | 11 | | CEO Leadership | ● | ● | | | | | ● | ● | | ● | ● | ● | 7 | | Digital | ● | | ● | | ● | | | ● | | ● | ● | ● | 6 | | Marketing | ● | | ● | | ● | ● | ● | ● | ● | ● | ● | ● | 10 | | Innovation/R&D | ● | | | ● | | | ● | ● | ● | | ● | ● | 7 | | Cybersecurity | | ● | ● | | ● | | | ● | | | | | 4 | | Social Responsibility | ● | ● | ● | ● | | | | | | | ● | ● | 6 | | M&A | ● | | ● | | ● | ● | ● | ● | ● | ● | ● | ● | 10 | | Strategy & Transformation | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | 12 | | Demographic Background | | | | | | | | | | | | | | | Tenure (years) | 6 | 1 | 2 | 21 | 4 | 1 | 4 | 6 | 1 | 4 | 3 | 7 | Median = 4 | | Gender | M | F | M | F | M | F | F | F | M | F | M | M | | | Race/Ethnicity* | A | W | W | B | W | W | W | W | H | O | W | W | |

  12. Corporate Governance

    | A = Asian; B = Black/African American; H = Hispanic/Latinx; W = White; O = Other (Middle Eastern).* |

  13. Corporate Governance

    | | 6 of our 12 director nominees are female, and 4 are ethnically diverse |

  14. Corporate Governance

    | 6 | 2023 Proxy Statement |

  15. Corporate Governance

    | | Proxy Summary |

  16. 2022 Performance and Compensation Highlights

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

  17. 2022 Performance and Compensation Highlights

    Adjusted EPS, a non GAAP financial measure, is adjusted earnings per share. For details on how this measure is adjusted, see “Compensation Discussion and Analysis - Executive Compensation for 2022, 2022 Performance Goals, Performance Assessments and Payouts.” Based on this performance, the Committee approved annual cash incentives for 2022 below the target amount, including an annual incentive payout for our Chief Executive Officer (CEO) of 85 percent.

  18. 2022 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), the S&P 500 and the S&P Consumer Staples Index for the previous five years, which reflects the value returned to our stockholders. |

  19. 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: | | | | | leadership development for senior management and future senior management candidates | | | | a periodic review of our long-term and emergency succession planning for the CEO and other key officer positions, in conjunction with our Board | | | | key organizational effectiveness and engagement policies | | | Reviewing inclusion, equity and diversity programs and related metrics | | | | Annually reviewing our compensation policies and practices for the purpose of mitigating risks arising from these policies and practices that could reasonably have a material adverse effect | |

  20. 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 Chair of the Committee |

  21. 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 |

  22. Other Corporate Governance Policies and Practices

    Other Corporate Governance Policies and Practices Corporate Governance Policies. The Board of Directors has adopted Corporate Governance Policies which guide Kimberly-Clark and the Board on matters of corporate governance, including: director responsibilities, Board committees and their charters, director independence, director compensation, performance assessments of the Board and individual directors, Board succession planning, confidentiality and conflicts of interest, director commitments, director orientation and education, director access to management, Board access to outside financial, business and legal advisors, management development and succession planning, and Board interaction with stockholders. Our Corporate Governance Policies provide for retirement at age 72. The Board monitors emerging issues and amends these policies from time to time as rules and regulations change and governance practices develop. To see the policies, go to the Investors section of our website at www.kimberly-clark.com. Board and Committee Evaluations. The Board conducts annual self-evaluations to determine whether it and its committees are functioning effectively and whether its governing documents continue to remain appropriate. Each Board member is periodically evaluated on an individual basis. The process is designed and overseen by our Lead Director and our Nominating and Corporate Governance Committee, and the results of the evaluations are discussed by the full Board. Each committee annually reviews its own performance and assesses the adequacy of its charter, and reports the results and any recommendations to the Board. The Nominating and Corporate Governance Committee oversees and reports annually to the Board its assessment of each committee’s performance evaluation process. Board Succession Planning. Our Nominating and Corporate Governance Committee maintains and reviews a succession plan for the Board, as described in “Proposal 1. Election of Directors - Process and Criteria for Nominating Directors.” Service on Other Public Boards. Under our Corporate Governance Policies, directors should not serve on more than four public company boards (including the Kimberly-Clark Board). The Board has reviewed the number of outside directorships held by directors and determined that all directors are in compliance. In addition, when nominating a director for service on the Board or for re-election, the Board considers whether, in light of other commitments (including public company board leadership positions), the nominee will have adequate time to serve as a director of Kimberly-Clark. Code of Conduct. Kimberly-Clark has a Code of Conduct that applies to all of our directors, executive officers and employees, including our CEO, Chief Financial Officer and Vice President and Controller. It is available in the Investors section of our website at www.kimberly-clark.com. Any amendments to or waivers of our Code of Conduct applicable to our CEO, Chief Financial Officer or Vice President and Controller will also be posted at that location. It is our policy that any waiver of our Code of Conduct for executive officers or directors may be made only by our Board or a committee of our Board. Board and Management Roles in Risk Oversight. The Board is responsible for providing risk oversight with respect to our operations. In connection with this oversight, the Board particularly focuses on our strategic and operational risks, as well as related risk mitigation. In addition, the Board reviews and oversees management’s response to key risks facing Kimberly-Clark. The Board’s committees review particular risk areas to assist the Board in its overall risk oversight of Kimberly-Clark:

  23. Other Corporate Governance Policies and Practices

    | | The Audit Committee oversees our risk management program, with a particular focus on our internal controls, compliance programs, financial statement integrity and fraud risks, data privacy, cybersecurity, business continuity, IT operational resilience and regulatory matters, and related risk mitigation. In connection with this oversight, the Audit Committee receives regular reports from management on risk assessments, the risk management process, and issues related to the risks of managing our business. The Audit Committee also receives an annual enterprise risk management update, which describes our key financial, strategic, operational and compliance risks. |

  24. Other Corporate Governance Policies and Practices

    | 2023 Proxy Statement | 21 |

  25. Other Corporate Governance Policies and Practices

    | | Corporate Governance Other Corporate Governance Policies and Practices |

  26. Other Corporate Governance Policies and Practices

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

  27. Other Corporate Governance Policies and Practices

    Complementing the Board’s overall risk oversight, our senior executive team identifies and monitors key enterprise-wide and business unit risks, providing the basis for the Board’s risk review and oversight process. We have a Global Risk Oversight Committee, consisting of management members from core business units and from our finance, treasury, global risk management, legal, internal audit, human resources and supply chain functions. This committee identifies significant risks for review and updates our policies for risk management in areas such as hedging, foreign currency and country risks, product liability, property and casualty risks, data privacy and cybersecurity risks, and supplier and customer risks. The Board believes the allocation of risk management responsibilities described above supplements the Board’s leadership structure by allocating risk areas to an appropriate committee for oversight, allows for an orderly escalation of issues as necessary, and helps the Board satisfy its risk oversight responsibilities. Information Security. Given the importance of information security and privacy to our stakeholders, the Audit Committee receives regular quarterly reports from our Chief Digital and Technology Officer and our Chief Information Security Officer covering our program for managing information security risks, including data privacy and data protection risks. We internally follow the National Institute of Standards and Technology cybersecurity framework (NIST CSF) to assess the maturity of our cybersecurity programs. Our robust information security training program for employees includes:

  28. Other Corporate Governance Policies and Practices

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

  29. Other Corporate Governance Policies and Practices

    We maintain cyber security insurance coverage. We have not experienced a known material information security breach nor incurred material breach-related expenses over the last three years. Whistleblower Procedures. The Audit Committee has established procedures for receiving, recording and addressing any complaints we receive regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission, by our employees or others, of any concerns about our accounting or auditing practices. We also maintain a toll-free Code of Conduct telephone helpline and a website, each allowing our employees and others to voice their concerns anonymously. Chief Compliance Officer. Our Vice President, Deputy General Counsel and Chief Compliance Officer oversees our compliance programs. His duties include: regularly updating the Audit Committee on the effectiveness of our compliance programs, providing periodic reports to the Board, and working closely with our various compliance functions to promote coordination and sharing of best practices across these functions.

  30. Other Corporate Governance Policies and Practices

    | 22 | 2023 Proxy Statement |

  31. Other Corporate Governance Policies and Practices

    | | Corporate Governance Other Corporate Governance Policies and Practices |

  32. Other Corporate Governance Policies and Practices

    Management Succession Planning. In conjunction with the Board, the Management Development and Compensation Committee is responsible for periodically reviewing the long-term management development plans and succession plans for the CEO and other key officers, as well as the emergency succession plan for the CEO and other key officers if any of these officers unexpectedly becomes unable to perform his or her duties. Disclosure Committee. We have established a Disclosure Committee to assist in fulfilling our obligations to maintain disclosure controls and procedures and to coordinate and oversee the process of preparing our periodic securities filings with the SEC. This committee is composed of members of management and is chaired by our Vice President and Controller. No Executive Loans. We do not extend loans to our executive officers or directors, and, therefore, do not have any such loans outstanding. Charitable Contributions. The Nominating and Corporate Governance Committee has adopted guidelines for the review and approval of charitable contributions by Kimberly-Clark (or any foundation under the common control of Kimberly-Clark) to organizations or entities with which a director or an executive officer may be affiliated. We will disclose in the Investors section of our website at www.kimberly-clark.com any contributions made by us to a tax-exempt organization under the following circumstances:

  33. Other Corporate Governance Policies and Practices

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

  34. Other Corporate Governance Policies and Practices

    | 2023 Proxy Statement | 23 |

  35. Other Corporate Governance Policies and Practices

    Proposal 1. Election of Directors As of the date of this proxy statement, the Board of Directors consists of thirteen members. Each director’s term will expire at this year’s Annual Meeting. All the nominees standing for election at the Annual Meeting are being nominated to serve until the 2024 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. All nominees have advised us that they will serve if elected; however, should any nominee become unable to serve, proxies may be voted for another person designated by the Board. Robert W. Decherd is not standing for re-election. Mr. Decherd will continue to serve as a director until the Annual Meeting. We extend our deep gratitude to Mr. Decherd for his many years of dedicated service, strategic vision and leadership and substantial contributions to the Board, Kimberly-Clark and our stockholders. Given the independent status of the nominees, if all nominees are elected at the Annual Meeting, eleven of the twelve directors on our Board will be Independent Directors.

  36. 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, 50 percent of our director nominees are female and 33 percent of our director nominees are ethnically diverse.

  37. Diversity of Directors

    | 2023 Proxy Statement | 25 |

  38. Diversity of Directors

    | | Proposal 1. Election of Directors The Nominees |

  39. Diversity of Directors

    | The Nominees | | | Director since April 2022 Age 57 | Sylvia M. Burwell President, American University Ms. Burwell has served as the President of American University, a private research university located in Washington, D.C., since 2017. Prior to joining American University, she served as the 22nd U.S. Secretary of Health and Human Services from 2014 to 2017. In this role, she managed a $1 trillion department with oversight for the National Institutes of Health, Centers for Disease Control and Prevention, Food and Drug Administration, and the Medicaid and Medicare programs. She served as the Director of the White House Office of Management and Budget from 2013 to 2014. Prior to her service in Washington, Ms. Burwell was President of Walmart’s charitable foundation focused on ending hunger, and also held senior roles at the Bill and Melinda Gates Foundation, leading a program focused on combating world poverty through agricultural development, financial services for the poor, and global libraries. She serves on the Board of GuideWell Mutual Holding Corporation, a privately held mutual insurance company. Other public company boards served on since 2018: None. Experience attributes: Ms. Burwell satisfies the financial literacy requirements of the NYSE, has leadership experience as a senior executive officer, has experience with sustainability from her senior roles at major charitable foundations, has public policy and public health expertise from her senior government roles, including her service as the U.S. Secretary of Health and Human Services, has international experience, and provides diversity of background and viewpoint from her academic background. | | Director since 2020 Age 62 | John W. Culver Former Group President, North America and Chief Operating Officer, Starbucks Corporation Mr. Culver served as Group President, North America and Chief Operating Officer of Starbucks Corporation from July 2021 to December 2022. Prior to that, he served in a number of leadership roles, including Group President, International, Channel Development and Global Coffee & Tea from 2018 to July 2021, Group President, International and Channels from 2017 to 2018; Group President, Starbucks Global Retail from 2016 to 2017; Group President, China, Asia Pacific, Channel Development and Emerging Brands from 2013 to 2016; President, Starbucks Coffee China and Asia Pacific from 2011 to 2013; and President, Starbucks Coffee International from 2009 to 2011. Mr. Culver serves as a director of The Mission Continues. Other public company boards served on since 2018: Columbia Sportswear Company (since January 2021). Experience attributes: Mr. Culver satisfies the financial literacy requirements of the NYSE, has leadership experience as a senior executive, has knowledge about our industries, has digital marketing, e-commerce, information technology and cybersecurity expertise from his roles at Starbucks, has international experience and experience with branded consumer goods. |

  40. Diversity of Directors

    | 26 | 2023 Proxy Statement |

  41. Diversity of Directors

    | | Proposal 1. Election of Directors The Nominees |

  42. Diversity of Directors

    | Director since 2017 Age 58 | 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 2018: 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. | | Director since 2002 Age 66 | 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 fosters science, technological and human systems breakthroughs and innovations by seeking to ensure that the capability required for human space travel to another star exists within 100 years. 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, is the Chair of the NASA Innovative Advanced Concepts (NAC) External Advisory Council and on the Board of the African Museum of Science and Technology (Kenya). She was founding chair of the State of Texas Product Development and Small Business Incubator Board and was a member of the Advisory Board of the National Institute of Health for Biomedical Imaging and Bioengineering. Other public company boards served on since 2018: None. Experience attributes: Dr. Jemison satisfies the financial literacy requirements of the NYSE, has expertise in scientific research and innovation through founding and leading technology focused businesses and organizations including a medical device company and space technology design and development, has experience with sustainability through her role as a professor of Environmental Studies at Dartmouth college and continued work in the field, has international experience and leadership experience of entrepreneurial start-up enterprises and non-profit organizations, provides diversity of background and viewpoint, and has compensation, governance and public company board experience. |

  43. Diversity of Directors

    | 2023 Proxy Statement | 27 |

  44. Diversity of Directors

    | | Proposal 1. Election of Directors The Nominees |

  45. Diversity of Directors

    | Director since 2019 Age 66 | 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.). Mr. Maclin serves as Board advisor for Cyber Defense Labs. Other public company boards served on since 2018: Trinity Industries, Inc. (since September 2020). Experience attributes: Mr. Maclin satisfies the financial literacy requirements of the NYSE and has a banking and finance background, has leadership experience as a senior executive, has information technology and cybersecurity expertise through his roles at JPMorgan Chase, and provides diversity of background and viewpoint. | | Director since 2021 Age 60 | 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. Ms. Mahlan is a certified public accountant. Other public company boards served on since 2018: The Duckhorn Portfolio, Inc. (since March 2021) and Haleon plc (since July 2022). 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. |

  46. Diversity of Directors

    | 28 | 2023 Proxy Statement |

  47. Diversity of Directors

    | | Proposal 1. Election of Directors The Nominees |

  48. Diversity of Directors

    | Director since 2018 Age 64 | 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 2018: AstraZeneca PLC, Avon Products, Inc. (through February 2018), Certara, Inc. (through November 2021), NovoCure Limited (through June 2022) 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 innovation and international experience and experience with branded consumer packaged goods, and has marketing, compensation, governance and public company board experience. | | Director since 2016 Age 49 | Christa S. Quarles Chief Executive Officer, Alludo Ms. Quarles has served as Chief Executive Officer and Director of Alludo (f/k/a Corel Corporation), a portfolio software company of KKR, since September 2020. Prior to joining Alludo, 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 2018: 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, has innovation, digital marketing, e-commerce, information technology and cybersecurity expertise from her roles at Alludo and OpenTable, and provides diversity of background and viewpoint. |

  49. Diversity of Directors

    | 2023 Proxy Statement | 29 |

  50. Diversity of Directors

    | | Proposal 1. Election of Directors The Nominees |

  51. Diversity of Directors

    | Director since 2021 Age 56 | Jaime A. Ramirez Former Executive Vice President and President, Global Tools & Storage, Stanley Black & Decker, Inc. Mr. Ramirez served as Executive Vice President and President, Global Tools & Storage of Stanley Black & Decker, Inc., a leading industrial and consumer products company, from 2020 to July 2022. Prior to that, he served as Senior Vice President and Chief Operating Officer, Tools & Storage, from 2019 to 2020 and Senior Vice President and President, Global Emerging Markets, from 2012 to 2019. Prior to that, he served in a number of leadership roles since joining the company in 1991, including President, Construction and DIY, Latin America and President, Latin America Group. Other public company boards served on since 2018: None. Experience attributes: Mr. Ramirez satisfies the financial literacy requirements of the NYSE, has leadership experience as a senior executive, has international experience and experience with branded consumer goods, and has marketing, digital marketing and e-commerce experience. | | Director since 2019 Age 62 | Dunia A. Shive Former President and Chief Executive Officer, Belo Corp. Ms. Shive served as Senior Vice President of TEGNA Inc., formerly Gannett Co., Inc., a broadcast and digital media company, from 2013 to 2017. She previously served as President and Chief Executive Officer of Belo Corp. from 2008 to 2013, which was acquired by Gannett in 2013. She joined Belo Corp. in 1993 and served as Chief Financial Officer and various other leadership positions prior to her election as President and Chief Executive Officer. She serves as a Trustee of Parks for Downtown Dallas. Other public company boards served on since 2018: DallasNews Corporation (since September 2021), Dr Pepper Snapple Group, Inc. (through July 2018), Main Street Capital Corporation (since March 2020) and Trinity Industries, Inc. Experience attributes: Ms. Shive has been determined by our Board to qualify as an “audit committee financial expert” under the SEC’s rules and regulations and has an accounting and finance background, has leadership experience as a chief executive officer, provides diversity of background and viewpoint, and has marketing, compensation, governance and public company board experience. | | Director since 2019 Age 53 | Mark T. Smucker President and Chief Executive Officer, The J.M. Smucker Company Mr. Smucker has served as President and Chief Executive Officer of The J.M. Smucker Company, a manufacturer and marketer of food and beverage products, since 2016. Prior to that time, he served as its President and President, Consumer and Natural Foods, from 2015 to 2016; President, U.S. Retail Coffee, from 2011 to 2015; President, Special Markets, from 2008 to 2011; Vice President, International, from 2007 to 2008; and Vice President, International and Managing Director, Canada, from 2006 to 2007. Other public company boards served on since 2018: The J.M. Smucker Company. Experience attributes: Mr. Smucker satisfies the financial literacy requirements of the NYSE, has leadership experience as a chief executive officer, has knowledge about our industries, has experience with branded consumer packaged goods, and has innovation, marketing, compensation, governance and public company board experience. |

  52. Diversity of Directors

    | 30 | 2023 Proxy Statement |

  53. Diversity of Directors

    | | Proposal 1. Election of Directors The Nominees |

  54. Diversity of Directors

    | Director since 2015 Age 71 | 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 2018: 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. |

  55. Diversity of Directors

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

  56. Diversity of Directors

    | 2023 Proxy Statement | 31 |

  57. Diversity of Directors

    | | Proposal 1. Election of Directors Director Compensation |

  58. 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:

  59. Director Compensation

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

  60. Director Compensation

    The Nominating and Corporate Governance Committee periodically reviews the form and amount of non-management director compensation to ensure that it is appropriate relative to peer companies. The table below shows how we structured Outside Director compensation in 2022:

  61. Director Compensation

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

  62. 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.

  63. Director Compensation

    | 32 | 2023 Proxy Statement |

  64. Director Compensation

    | | Proposal 1. Election of Directors 2022 Outside Director Compensation |

  65. 2022 Outside Director Compensation

    2022 Outside Director Compensation The following table shows the compensation paid to each Outside Director for his or her service in 2022.

  66. 2022 Outside Director Compensation

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

  67. 2022 Outside Director Compensation

    | Mr. Read served as a director until his retirement on April 27, 2022 and received fees for two quarters. Ms. Burwell joined the Board on April 27, 2022 and received a pro-rated stock award as well as fees for three quarters.(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 2021 Outside Directors’ Compensation Plan. See Note 7 to our audited consolidated financial statements included in our Annual Report on Form 10-K for 2022 for the assumptions used in valuing these restricted share units.(2) | | Restricted share unit awards were granted to the Outside Directors on January 3, 2022, except for Ms. Burwell who joined the Board and received a grant on April 27, 2022. The number of restricted share units granted is set forth below:(3) |

  68. 2022 Outside Director Compensation

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

  69. 2022 Outside Director Compensation

    | 2023 Proxy Statement | 33 |

  70. 2022 Outside Director Compensation

    | | Proposal 1. Election of Directors 2022 Outside Director Compensation |

  71. 2022 Outside Director Compensation

    | As of December 31, 2022, Outside Directors had the following stock awards outstanding:(4) |

  72. 2022 Outside Director Compensation

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

  73. 2022 Outside Director Compensation

    | Reflects charitable matching gifts paid in 2022 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 2022 in connection with certain matching gifts for Messrs. Culver, Maclin and Read, and Mmes. McCoy and Quarles reflect donations made in 2021. Not included in this column is the value of retirement gifts to Mr. Read, which had a value of less than $1,000. In addition, we made a charitable contribution of $50,000 in honor of Mr. Read. 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. Read. Mr. Read 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 2022, Robert Decherd received credit for cash dividends on his restricted stock holdings. These dividends are credited to an interest bearing account maintained by us on behalf of Mr. Decherd. Earnings on this account are not included in the Outside Director Compensation Table because the earnings were not above market or preferential. Also in 2022, 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 2022 were as follows:(6) |

  74. 2022 Outside Director Compensation

    | Name | Dividends Credited on Restricted Stock($) | Number of Restricted Share Units Credited in 2022(#) | Grant Date Fair Value of Restricted Share Units Credited($) | | Sylvia M. Burwell | — | 18.37 | 2,302 | | John W. Culver | — | 101.74 | 12,999 | | Robert W. Decherd | 13,860 | 1,962.62 | 253,374 | | Mae C. Jemison, M.D. | — | 1,812.38 | 233,980 | | S. Todd Maclin | — | 174.26 | 22,367 | | Deirdre A. Mahlan | — | 52.29 | 6,611 | | Sherilyn S. McCoy | — | 225.43 | 28,961 | | Christa S. Quarles | — | 360.63 | 46,443 | | Jaime A. Ramirez | — | 52.29 | 6,611 | | Ian C. Read | — | 633.73 | 84,425 | | Dunia A. Shive | — | 183.76 | 23,579 | | Mark T. Smucker | — | 154.72 | 19,843 | | Michael D. White | — | 443.36 | 57,106 |

  75. 2022 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 2022. 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.

  76. 2022 Outside Director Compensation

    | 34 | 2023 Proxy Statement |

  77. 2022 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 chair are directly involved in the selection of the new lead engagement partner. For 2023, 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 2023, the Audit Committee utilized a review and selection process that included the following:

  78. 2022 Outside Director Compensation

    | | a review of management’s assessment of the services Deloitte provided in 2022 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 2023 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 2023 independent auditor | | | a review and approval of Deloitte’s proposed estimated fees for 2023 | | | 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 |

  79. 2022 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.

  80. 2022 Outside Director Compensation

    | The Board of Directors unanimously recommends a vote FOR ratification of Deloitte’s selection as Kimberly-Clark’s auditor for 2023. |

  81. 2022 Outside Director Compensation

    | 2023 Proxy Statement | 35 |

  82. 2022 Outside Director Compensation

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

  83. Audit Committee Report

    | Mr. Urdaneta joined Kimberly-Clark on April 18, 2022 as our new Senior Vice President and Chief Financial Officer. His predecessor Maria Henry served as our Senior Vice President and Chief Financial Officer until April 2022 when she assumed a transitional role until she retired on September 1, 2022.* | | Mr. Hicks joined Kimberly-Clark on July 26, 2022. He was appointed to the newly created position of Chief Digital and Technology Officer to help us leverage the full potential of technology to accelerate the next phase of our growth strategy for long-term value creation.** |

  84. 2022 Performance and Pay Decisions

    | See “2022 Performance Goals, Performance Assessments and Payouts” for additional information on how we use these measures to promote our pay-for-performance culture.* |

  85. 2022 Performance and Pay Decisions

    For our additional corporate financial and non-financial strategic performance goals, we achieved 91 percent of the target level, based on performance of 83 percent for our brand equity and market performance goals and 107 percent for our inclusion, equity and diversity goals. In 2022, our pay decisions were consistent with our pay-for-performance philosophy. Based on our performance, the Management Development and Compensation Committee of our Board (the “Committee”) concluded that management did not deliver its financial or nonfinancial targets for 2022. Accordingly, the Committee approved annual cash incentives for 2022 below the target amount, including an incentive payout for the CEO at 85 percent of his target payment amount. In February 2023, the Committee evaluated the results of the three-year performance period for the performance based restricted share units that were granted in 2020. Based on this review, the Committee determined that we exceeded our performance goal for adjusted net sales growth but did not achieve our performance goal for adjusted ROIC. As a result, the payout percentage for the share units was 72 percent of target.

  86. CEO Target Direct Compensation and Realizable Direct Compensation

    | | For unexercised stock options, the amount by which our 2022 year-end stock price ($135.75) 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 2020) or are expected to be paid out based on projected performance (for the grants made in 2021 and 2022), multiplied by our 2022 year-end stock price. |

  87. CEO Target Direct Compensation and Realizable Direct Compensation

    | | Actual performance that resulted in annual cash incentives to be paid out at 158 percent of target (2020), 62 percent of target (2021) and 85 percent of target (2022). | | | Actual performance that resulted in the number of shares to be issued as a result of performance-based restricted share unit payouts of 72 percent of target (2020 award) and projected payouts of 125 percent of target (2021 award) and 160 percent of target (2022 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 $138.96 (2020), $132.63 (2021) and $139.18 (2022). |

  88. Components of Our Executive Compensation Program

    | Component | Objectives | Purpose | | Base salary | Quality of talent | Provide annual cash income based on: level of responsibility, skills, 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 Program, which provides eligible employees, including executives, payments and benefits in the event of certain involuntary terminations Executive Severance Plan, which provides eligible employees, including executives, payments in the event of a qualified separation of service following a change of control |

  89. 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 peer companies. In 2022, 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:

  90. Executive Compensation Peer Group

    | 2022 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. |

  91. 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 2022, the Committee did not make any changes to the peer group used in 2021. Likewise, in setting compensation for 2023, the Committee did not make any changes to the peer group.

  92. Direct Annual Compensation Targets for 2022

    | | 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 2022 – Base Salary.” | | | Annual cash incentive compensation is included at the target level, while the Summary Compensation Table reflects the actual amount earned for 2022. | | | As described below under “Long-Term Equity Incentive Compensation – 2022 Stock Option Awards,” for compensation purposes the Committee values stock options differently than how they are required to be reflected in the Summary Compensation Table. | | | Annual target amounts do not count off-cycle awards such as one-time sign-on cash bonuses and one-time restricted share unit awards reported in the Summary Compensation Table. | | | In setting direct annual compensation targets, the Committee does not include increases in deferred compensation earnings or other compensation, while those amounts are required to be included in the Summary Compensation Table. |

  93. 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.

  94. TARGET PAYMENT AMOUNTS FOR 2022 ANNUAL CASH INCENTIVE PROGRAM

    TARGET PAYMENT AMOUNTS FOR 2022 ANNUAL CASH INCENTIVE PROGRAM

  95. TARGET PAYMENT AMOUNTS FOR 2022 ANNUAL CASH INCENTIVE PROGRAM

    | Name | Target as a Percent of Base Salary | | Michael D. Hsu | 175% | | Nelson Urdaneta | 100% | | Zackery Hicks | 100% | | Russell Torres | 100% | | Jeffrey Melucci | 85% |

  96. TARGET PAYMENT AMOUNTS FOR 2022 ANNUAL CASH INCENTIVE PROGRAM

    In February 2022, the Committee increased Mr. Hsu’s target by 5 percent to align with the market.

  97. 2022 Performance Goals, Performance Assessments and Payouts

    2022 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 2022. 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.

  98. ANNUAL CASH INCENTIVE PROGRAM 2022 PERFORMANCE GOALS AND WEIGHTS

    ANNUAL CASH INCENTIVE PROGRAM 2022 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.

  99. ANNUAL CASH INCENTIVE PROGRAM 2022 PERFORMANCE GOALS AND WEIGHTS

    | 48 | 2023 Proxy Statement |

  100. ANNUAL CASH INCENTIVE PROGRAM 2022 PERFORMANCE GOALS AND WEIGHTS

    | | Compensation Discussion and Analysis Executive Compensation for 2022 |

  101. n ELEMENT 1: CORPORATE KEY FINANCIAL GOALS

    | Adjusted EPS (Form 10-K results) | $5.63 | | Add – Thinx operations impact on earnings | $0.05 | | Adjusted EPS for compensation payouts | $5.68 |

  102. n ELEMENT 1: CORPORATE KEY FINANCIAL GOALS

    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 2022, the Committee set these goals and the corresponding initial payout percentages at the following levels:

  103. n ELEMENT 1: CORPORATE KEY FINANCIAL GOALS

    | Measure (each weighted 50%) | Range of Performance Levels | | | | | Threshold | Target | Maximum | | Net sales (billions) | $18.2 | $19.7 | $21.2 | | Adjusted EPS | $5.50 | $6.00 | $6.50 | | Initial Payout Percentage | 0% | 100% | 200% |

  104. n ELEMENT 1: CORPORATE KEY FINANCIAL GOALS

    n Element 2: Additional corporate financial and strategic performance goals At the beginning of 2022, the Committee also established additional corporate financial and non-financial strategic performance goals and corresponding payout percentages 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 the level of achievement relative to the established goals. The weighting of Element 2 for each officer is shown in the table above under “Annual Cash Incentive Program 2022 Performance Goals and Weights.” For 2022, the Committee chose the following as additional corporate financial and non-financial strategic performance goals:

  105. Inclusion, equity and diversity

    Inclusion, equity and diversity Representation of women in global manager roles Representation of people of color in U.S. manager roles The Committee established the targets for each goal to be challenging and rigorous and require strong performance for achievement. The targets are measurable and quantifiable. There is no subjectivity applied to the calculation of performance against these objectives. The calculation of performance is formulaic to reflect the proportionate level of achievement relative to the target. Brand equity and market performance goals. Targets for our brand equity and market performance goals are considered confidential business information, disclosure of which could harm our operating performance or ability to compete. For our “grow or maintain market share in priority markets” goal (weighted at 33% of Element 2), actual results against the target corresponded to a calculated payout level of 78 percent. For “grow or maintain overall weighted market share” (weighted at 33%), actual results against the target corresponded to a calculated payout level of 87 percent. Inclusion, equity and diversity goals. For our “representation of women in global senior manager roles” goal (weighted at 17% of Element 2), the Committee established a target of 38.1 percent. Our actual result was 37.7 percent, corresponding to a calculated payout level of 64 percent for this goal. For “representation of people of color in U.S. manager roles” (weighted at 17%), the Committee established a target of 20.4 percent. Our actual result was 21.9 percent, corresponding to a calculated payout level of 150 percent. The inclusion, equity and diversity targets were set in accordance with our long-term global inclusion, equity and diversity strategy. While we did not achieve our target for women in global manager roles, we will continue to focus on retention, hiring, growth and development of our pipeline as critical areas of success for 2023. Actual payout percentage. For 2022, our calculated payout for our brand equity and market performance goals was 83 percent and our inclusion, equity and diversity goals was 107 percent. Based on these results, the 2022 payout percentage for achieving these other financial and strategic goals (i.e., Element 2) was 91 percent of target.

  106. 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.

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

    | 50 | 2023 Proxy Statement |

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

    | | Compensation Discussion and Analysis Executive Compensation for 2022 |

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

    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:

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

    | Name | 2022 Business Unit/Staff Function Payout Percentage | | Michael D. Hsu | N/A | | Nelson Urdaneta | 161% | | Zackery Hicks | 123% | | Russell Torres | 58% | | Jeffrey Melucci | 157% |

  111. Annual Cash Incentive Payouts for 2022

    Annual Cash Incentive Payouts for 2022 The following table shows the payout opportunities and the actual payouts of annual cash incentives for 2022 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 48.

  112. Annual Cash Incentive Payouts for 2022

    | | 2022 Annual Incentive Target | | 2022 Annual Incentive Maximum | 2022 Annual Incentive Payout | | | Name | % of Base Salary | Amount($) | Amount($) | % of Target | Amount($) | | Michael D. Hsu | 175% | 2,502,500 | 4,879,875 | 85% | 2,121,273 | | Nelson Urdaneta | 100% | 548,958* | 1,045,765 | 107% | 587,147 | | Zackery Hicks | 100% | 416,667* | 774,306 | 96% | 398,570 | | Russell Torres | 100% | 830,000 | 1,639,250 | 67% | 554,057 | | Jeffrey Melucci | 85% | 692,750 | 1,293,133 | 100% | 690,372 |

  113. Annual Cash Incentive Payouts for 2022

    | The target payout amounts for both Mr. Urdaneta and Mr. Hicks were prorated based on their hire dates by 70.8 percent and 41.7 percent, respectively.* |

  114. Summary of Annual Cash Incentive Payouts: 2018 through 2022

    Summary of Annual Cash Incentive Payouts: 2018 through 2022 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 2018 through 2022, 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.

  115. Summary of Annual Cash Incentive Payouts: 2018 through 2022

    | 2023 Proxy Statement | 51 |

  116. Summary of Annual Cash Incentive Payouts: 2018 through 2022

    | | Compensation Discussion and Analysis Executive Compensation for 2022 |

  117. PAYOUTS FOR CORPORATE GOALS AND AVERAGE TOTAL

    PAYOUTS FOR CORPORATE GOALS AND AVERAGE TOTAL

  118. 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.”

  119. 2022 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 12.5 percent of the price of one share of our common stock on the date of grant of the stock option. |

  120. 2022 Grants

    | Name | Total Target LTI Value ($) | Target PRSU Value ($) | Stock Option Value ($) | | Michael D. Hsu | 10,000,000 | 7,500,000 | 2,500,000 | | Nelson Urdaneta | 2,200,000 | 1,650,000 | 550,000 | | Zackery Hicks | 3,000,000 | 2,250,000 | 750,000 | | Russell Torres | 2,800,000 | 2,100,000 | 700,000 | | Jeffrey Melucci | 2,100,000 | 1,575,000 | 525,000 |

  121. Performance Goals and Potential Payouts for

    Performance Goals and Potential Payouts for

  122. 2022 - 2024 Performance-Based Restricted Share Units

    2022 - 2024 Performance-Based Restricted Share Units In April 2022, the Committee determined the performance objectives for the performance-based restricted share unit awards granted in 2022 based on average annual organic sales growth and modified free cash flow (MFCF) for the three-year period January 1, 2022 through December 31, 2024, weighted equally.

  123. 2022 - 2024 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 unplanned business events. | MFCF is tied to value creation and supports longer-term strategies and investor expectations. |

  124. 2022 - 2024 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.

  125. 2022 - 2024 Performance-Based Restricted Share Units

    | 2023 Proxy Statement | 53 |

  126. 2022 - 2024 Performance-Based Restricted Share Units

    | | Compensation Discussion and Analysis Executive Compensation for 2022 |

  127. Payout of 2019 - 2021 Performance-Based Restricted Share Units

    Payout of 2019 - 2021 Performance-Based Restricted Share Units In February 2022, the Committee evaluated the results of the three-year performance period for the performance-based restricted share units that were granted in 2019. The performance objectives for these 2019 awards were based on average annual adjusted net sales growth and average adjusted return on invested capital (ROIC) for the period January 1, 2019 through December 31, 2021, each weighted equally.

  128. Payout of 2019 - 2021 Performance-Based Restricted Share Units

    | Goals (Each weighted 50%) | Performance Levels | | | Actual Performance | Actual Payout Level | | Average annual adjusted net sales growth* | (2.12)% | 0.53% | 3.18% | 1.22% | 126% | | Average adjusted ROIC** | 23.73% | 25.23% | 26.73% | 25.73% | 134% | | Potential Payout (as a percentage of target) | 0% | 100% | 200% | | 130% |

  129. Payout of 2019 - 2021 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.* | | 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. |

  130. Payout of 2019 - 2021 Performance-Based Restricted Share Units

    Based on this review, the Committee determined that we exceeded our performance goal for both adjusted ROIC and adjusted net sales growth. As a result, the payout percentage for the share units was 130 percent of target. The shares underlying these performance-based restricted share unit awards were distributed to our named executive officers in February 2022 and are included in the table below entitled “Option Exercises and Stock Vested in 2022.”

  131. Payout of 2020 - 2022 Performance-Based Restricted Share Units

    Payout of 2020 - 2022 Performance-Based Restricted Share Units In February 2023, the Committee evaluated the results of the three-year performance period for the performance-based restricted share units that were granted in 2020. The performance objectives for these 2020 awards were based on average annual adjusted net sales growth and average adjusted ROIC for the period January 1, 2020 through December 31, 2022, each weighted equally.

  132. Payout of 2020 - 2022 Performance-Based Restricted Share Units

    | Goals (Each weighted 50%) | Performance Levels | | | Actual Performance | Actual Payout Level | | Average annual adjusted net sales growth* | (1.07)% | 1.58% | 4.23% | 2.53% | 136% | | Average adjusted ROIC** | 24.71% | 26.21% | 27.71% | 24.83% | 8% | | Potential Payout (as a percentage of target) | 0% | 100% | 200% | | 72% |

  133. Payout of 2020 - 2022 Performance-Based Restricted Share Units

    | 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 and Thinx acquisitions.* | | 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) costs and operational impact of the Softex Indonesia acquisition and (3) costs and operational impact of the Thinx acquisition.** |

  134. Payout of 2020 - 2022 Performance-Based Restricted Share Units

    | 54 | 2023 Proxy Statement |

  135. Payout of 2020 - 2022 Performance-Based Restricted Share Units

    | | Compensation Discussion and Analysis Executive Compensation for 2022 |

  136. Payout of 2020 - 2022 Performance-Based Restricted Share Units

    Based on this review, the Committee determined that we exceeded our performance goal for adjusted net sales growth but did not achieve our performance goal for adjusted ROIC. As a result, the payout percentage for the share units was 72 percent of target. The Committee believes that these payouts, along with the payouts for the 2019 - 2021 performance restricted share units described above, 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 will be distributed to Mr. Hsu and Mr. Melucci on February 28, 2023 and to Mr. Torres on April 29, 2023. Mr Urdaneta and Mr. Hicks joined Kimberly-Clark after these grants were made.

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

    Vesting Levels of Outstanding Performance-Based Restricted Share Unit Awards As of February 8, 2023, the performance-based restricted share units granted in 2022 and 2021 were on pace to vest at the following levels: 160 percent for the 2022 award and 125 percent for the 2021 award.

  138. 2022 Stock Option Awards

    2022 Stock Option Awards As noted above, 25 percent of the annual long-term equity incentive grants to executive officers in 2022 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. 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 12.5 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.”

  139. 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.”

  140. 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.

  141. 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 events 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.

  142. 2023 Changes to Our Annual Cash Incentive Metrics

    2023 Changes to Our Annual Cash Incentive Metrics As discussed in “2022 Performance Goals, Performance Assessments and Payouts” above, one element of our performance goals is comprised of corporate key financial goals. For 2023, the Committee determined to replace the previous net sales corporate key financial goal with an organic sales growth goal to enhance management’s focus on “controllable” currency-neutral results, incentivize optimal actions in differing foreign exchange environments, and enhance alignment with peer company practice. Similar to 2022, the 2023 corporate key financial goals will also include an adjusted EPS goal, and organic sales growth and adjusted EPS will be weighted equally.

  143. 2023 Changes to Our Annual Cash Incentive Metrics

    | 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. |

  144. 2023 Changes to Our Annual Cash Incentive Metrics

    | 2023 Proxy Statement | 57 |

  145. 2023 Changes to Our Annual Cash Incentive Metrics

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

  146. 2023 Changes to Our Annual Cash Incentive Metrics

    | Performance Objective | Explanation | Reason for Use as a Performance Measure | | Adjusted EPS | A non-GAAP financial measure that consists of diluted net income per share that is then adjusted to eliminate the effect of items or events that the Committee determines in its discretion should be excluded for compensation purposes. | A key indicator of our overall performance |

  147. 2023 Changes to Our Annual Cash Incentive Metrics

    Similar to 2022, the Committee also established corporate non-financial goals for 2023, which include

  148. 2023 Changes to Our Annual Cash Incentive Metrics

    | | Focusing on market share improvement in global markets | | | Inclusion, equity and diversity |

  149. 2023 Changes to Our Annual Cash Incentive Metrics

    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.

  150. 2023 Changes to our Long-Term Incentive Compensation Equity Award Mix

    2023 Changes to our Long-Term Incentive Compensation Equity Award Mix For 2023, the Committee determined that long-term incentive compensation awards for the named executive officers will consist of awards of performance-based restricted share units comprising 60 percent of the target long-term incentive award value, with the remaining 40 percent to be granted in time-vested restricted share units. The Committee adjusted the mix from the previous allocation (75 percent performance-based restricted share units / 25 percent stock options). The new mix is intended to more closely align with peer group practices, create better balance between pay-for-performance and retention and reduce the impact of stock price volatility on retentive value. Similar to 2022, the performance objectives for the 2023 performance-based restricted share unit awards are based on modified free cash flow and average annual organic sales growth for the period January 1, 2023 through December 31, 2025. 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. The share units vest in full on the third anniversary of the grant date. The 2023 time-vested restricted share units will vest in three annual installments of 30 percent, 30 percent and 40 percent.

  151. 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 2022 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.

  152. Use of Independent Compensation Consultant

    | 58 | 2023 Proxy Statement |

  153. Use of Independent Compensation Consultant

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

  154. 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.

  155. 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. The CEO has been delegated the authority to approve equity grants 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. Recruiting, special recognition and retention stock-based awards are made on pre-determined dates following our quarterly earnings releases. With respect to grants of performance-based restricted share units to executive officers, in 2022 the Committee approved the dollar value of the grants at its February meeting and the grants were effective on the last business day of February. Our executives are not permitted to choose the grant date for their individual restricted stock or restricted share unit awards.

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

    | 2023 Proxy Statement | 59 |

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

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

  158. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  159. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary($) | Bonus($)(1) | Stock Awards($) | Option Awards($) | Non-Equity Incentive Plan Compensation($) | All Other Compensation($) | Total ($) | | Michael D. Hsu Chairman of the Board and Chief Executive Officer | 2022 | 1,416,250 | — | 7,500,024 | 3,142,697 | 2,121,273 | 375,317 | 14,555,561 | | | 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 | | Nelson Urdaneta(2) Senior Vice President and Chief Financial Officer | 2022 | 547,421 | 250,000 | 2,899,954 | 691,398 | 587,147 | 138,104 | 5,114,024 | | Zackery Hicks(2) Chief Digital and Technology Officer | 2022 | 432,540 | 1,100,000 | 4,150,067 | 749,830 | 398,570 | 32,873 | 6,863,880 | | Russell Torres Group President, K-C North America | 2022 | 822,500 | — | 3,099,913 | 879,961 | 554,057 | 141,858 | 5,498,289 | | | 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 | 2022 | 805,000 | — | 2,574,888 | 659,971 | 690,372 | 110,570 | 4,840,801 | | | 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 | | Maria Henry Former Senior Vice President and Chief Financial Officer | 2022 | 655,108 | — | 2,699,962 | 1,131,379 | 613,333 | 106,526 | 5,206,308 | | | 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 |

  160. SUMMARY COMPENSATION TABLE

    | Mr. Urdaneta and Mr. Hicks each received a cash signing bonus in 2022 and Mr. Torres received a cash signing bonus in 2020, and in each case as an incentive to join the company and to compensate the officer for compensation forfeited as his prior employer.(1) | | Mr. Urdaneta and Mr. Hicks were not named executive officers in 2020 or 2021. Therefore, no compensation information for these years appears in this table for these officers.(2) |

  161. 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.

  162. SUMMARY COMPENSATION TABLE

    | 2023 Proxy Statement | 63 |

  163. SUMMARY COMPENSATION TABLE

    | | Compensation Tables |

  164. 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 2022 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:

  165. SUMMARY COMPENSATION TABLE

    | Name | Year | Stock Awards at Grant Date Value($) | Stock Awards at Highest Level of Performance Conditions($) | | Michael D. Hsu | 2022 | 7,500,024 | 15,000,048 | | | 2021 | 6,976,205 | 13,952,410 | | | 2020 | 5,999,975 | 11,999,950 | | Nelson Urdaneta | 2022 | 1,649,979 | 3,299,958 | | Zackery Hicks | 2022 | 2,250,051 | 4,500,102 | | Russell Torres | 2022 | 2,099,970 | 4,199,940 | | | 2021 | 1,925,018 | 3,850,036 | | | 2020 | 1,725,049 | 3,450,098 | | Jeffrey Melucci | 2022 | 1,574,945 | 3,149,890 | | | 2021 | 1,500,049 | 3,000,098 | | | 2020 | 1,349,945 | 2,699,890 | | Maria G. Henry | 2022 | 2,699,962 | 5,399,924 | | | 2021 | 2,635,491 | 5,270,982 | | | 2020 | 2,549,940 | 5,099,880 |

  166. 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. 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 2022.

  167. SUMMARY COMPENSATION TABLE

    | 64 | 2023 Proxy Statement |

  168. SUMMARY COMPENSATION TABLE

    | | Compensation Tables |

  169. SUMMARY COMPENSATION TABLE

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

  170. SUMMARY COMPENSATION TABLE

    | Name | Year | Perquisites($)(1) | Defined Contribution Plan Amounts($)(2) | Tax Gross-Ups($)(3) | Total($)(4) | | Michael D. Hsu | 2022 | 158,251 | 217,066 | — | 375,317 | | | 2021 | 195,948 | 298,619 | — | 494,567 | | | 2020 | 153,527 | 344,959 | — | 498,486 | | Nelson Urdaneta | 2022 | 61,970 | 35,928 | 40,206 | 138,104 | | Zackery Hicks | 2022 | — | 32,873 | — | 32,873 | | Russell Torres | 2022 | 32,900 | 96,547 | 12,411 | 141,858 | | | 2021 | 50,251 | 77,882 | 29,550 | 157,683 | | | 2020 | 19,685 | 52,528 | 9,991 | 82,204 | | Jeffrey Melucci | 2022 | 13,000 | 97,570 | — | 110,570 | | | 2021 | 16,652 | 110,846 | — | 127,498 | | | 2020 | 8,302 | 126,747 | — | 135,049 | | Maria G. Henry | 2022 | 16,490 | 90,036 | — | 106,526 | | | 2021 | 17,017 | 132,246 | — | 149,263 | | | 2020 | 13,000 | 169,403 | — | 182,403 |

  171. 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 2022 included the following:(1) |

  172. 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 | — | 118,497 | 39,754 | — | — | 158,251 | | Nelson Urdaneta | — | — | — | — | 61,970 | 61,970 | | Zackery Hicks | — | — | — | — | — | — | | Russell Torres | 13,000 | — | — | 4,295 | 15,605 | 32,900 | | Jeffrey Melucci | 13,000 | — | — | — | — | 13,000 | | Maria G. Henry | 13,000 | — | — | 3,490 | — | 16,490 |

  173. SUMMARY COMPENSATION TABLE

    | Amounts shown reflect expenses related to relocation assistance paid in 2022, (1) in the case of Mr. Urdaneta, in connection with his joining the company in 2022 and (2) in the case of Mr. Torres, in connection with his promotion to Group President, K-C North America in 2021. Mr. Urdaneta and Mr. Torres participated in our relocation program, a broad-based program in which all salaried employees are eligible to participate.(a) |

  174. SUMMARY COMPENSATION TABLE

    | 2023 Proxy Statement | 65 |

  175. SUMMARY COMPENSATION TABLE

    | | Compensation Tables |

  176. 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 2022, 2021 and 2020 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 2023, 2022 and 2021 with respect to our performance in 2022, 2021 and 2020, respectively, for the named executive officers as follows:(2) |

  177. SUMMARY COMPENSATION TABLE

    | Name | Performance Year | Profit Sharing Contribution($) | | Michael D. Hsu | 2022 | 102,821 | | | 2021 | 109,020 | | | 2020 | 184,513 | | Nelson Urdaneta | 2022 | 19,707 | | Zackery Hicks | 2022 | 15,571 | | Russell Torres | 2022 | 44,462 | | | 2021 | 28,430 | | | 2020 | 28,097 | | Jeffrey Melucci | 2022 | 45,733 | | | 2021 | 40,467 | | | 2020 | 67,795 | | Maria G. Henry | 2022 | 46,217 | | | 2021 | 48,280 | | | 2020 | 90,611 |

  178. 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. Urdaneta and Mr. Torres reflect tax reimbursement for moving and related expenses incurred in 2022, (1) in the case of Mr. Urdaneta, in connection with his joining the company in 2022 and (2) in the case of Mr. Torres, in connection with his joining the company in 2020 and also in connection with his promotion to Group President, K-C North America in 2021.(3) | | 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.(4) |

  179. SUMMARY COMPENSATION TABLE

    | 66 | 2023 Proxy Statement |

  180. SUMMARY COMPENSATION TABLE

    | | Compensation Tables |

  181. 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 2022 on a grant-by-grant basis.

  182. GRANTS OF PLAN-BASED AWARDS IN 2022

    GRANTS OF PLAN-BASED AWARDS IN 2022

  183. GRANTS OF PLAN-BASED AWARDS IN 2022

    | | | | 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 | | — | 2,502,500 | 4,879,875 | | | | | | | | | | Performance-based RSU | 2/28/2022 | | | | — | 57,626 | 115,252 | | | | 7,500,024 | | | Time-vested stock option | 4/26/2022 | | | | | | | | 143,699 | 139.18 | 3,142,697 | | Nelson Urdaneta | Annual cash incentive award | | — | 548,958 | 1,045,765 | | | | | | | | | | Performance-based RSU | 4/26/2022 | | | | — | 11,855 | 23,710 | | | | 1,649,979 | | | Time-vested stock option | 4/26/2022 | | | | | | | | 31,614 | 139.18 | 691,398 | | | Time-vested RSU | 4/26/2022 | | | | | | | 8,981 | | | 1,249,976 | | Zackery Hicks | Annual cash incentive award | | — | 416,667 | 774,306 | | | | | | | | | | Performance-based RSU | 7/29/2022 | | | | — | 17,073 | 34,146 | | | | 2,250,051 | | | Time-vested stock option | 7/29/2022 | | | | | | | | 45,527 | 131.79 | 749,830 | | | Time-vested RSU | 7/29/2022 | | | | | | | 14,417 | | | 1,900,016 | | Russell Torres | Annual cash incentive award | | — | 830,000 | 1,639,250 | | | | | | | | | | Performance-based RSU | 2/28/2022 | | | | — | 16,135 | 32,270 | | | | 2,099,970 | | | Time-vested RSU | 2/28/2022 | | | | | | | 7,683 | | | 999,942 | | | Time-vested stock option | 4/26/2022 | | | | | | | | 40,236 | 139.18 | 879,961 | | Jeffrey Melucci | Annual cash incentive award | | — | 692,750 | 1,293,133 | | | | | | | | | | Performance-based RSU | 2/28/2022 | | | | — | 12,101 | 24,202 | | | | 1,574,945 | | | Time-vested RSU | 2/28/2022 | | | | | | | 7,683 | | | 999,942 | | | Time-vested stock option | 4/26/2022 | | | | | | | | 30,177 | 139.18 | 659,971 | | Maria G. Henry | Annual cash incentive award | | — | 613,333 | 1,160,222 | | | | | | | | | | Performance-based RSU | 2/28/2022 | | | | — | 20,745 | 41,490 | | | | 2,699,962 | | | Time-vested stock option | 4/26/2022 | | | | | | | | 51,732 | 139.18 | 1,131,379 |

  184. GRANTS OF PLAN-BASED AWARDS IN 2022

    | Represents the potential annual performance-based incentive cash payments each named executive officer could earn in 2022. These awards were granted under our Management Achievement Award Program, our annual cash incentive program for executive officers. Actual amounts earned in 2022 were based on the 2022 objectives established by the Management Development and Compensation Committee at its February 9, 2022 meeting. See “Compensation Discussion and Analysis – Executive Compensation for 2022 – Annual Cash Incentive Program.”(1) |

  185. GRANTS OF PLAN-BASED AWARDS IN 2022

    | 2023 Proxy Statement | 67 |

  186. GRANTS OF PLAN-BASED AWARDS IN 2022

    | | Compensation Tables |

  187. GRANTS OF PLAN-BASED AWARDS IN 2022

    | At the time of the grant, the incentive payment could range from the threshold amount to the maximum amount depending on the extent to which the 2022 objectives were met. The target payouts for Mr. Urdaneta and Mr. Hicks were prorated based on their hire dates of April 18, 2022 and July 26, 2022, respectively. The target payout for Ms. Henry was prorated based on her retirement date of September 1, 2022. The actual amounts paid in 2023 based on the 2022 objectives are set forth in the Summary Compensation |

  188. GRANTS OF PLAN-BASED AWARDS IN 2022

    Table under the column entitled “Non-Equity Incentive Plan Compensation.”

  189. GRANTS OF PLAN-BASED AWARDS IN 2022

    | Performance-based restricted share units granted under the 2022 Plan to our named executive officers on February 28, 2022, except for Mr. Urdaneta and Mr. Hicks, who joined the company in 2022 and received their grants on April 26, 2022 and July 29, 2022, respectively. The number of performance-based restricted share units granted in 2022 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 – 2022 Grants.”(2) | | Time-vested restricted share units granted under the 2021 Plan to Mr. Urdaneta on April 26, 2022, to Mr. Hicks on July 29, 2022 and to each of Mr. Torres and Mr. Melucci on February 28, 2022.(3) | | Time-vested stock options granted under the 2021 Plan to our named executive officers on April 26, 2022, except for Mr. Hicks, who received his grant on July 29, 2022.(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 2022 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, 2022. 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, 2022(1)

    OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2022(1)

  192. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2022(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 | | | | | | | | | | | | 4/26/2022 | — | 143,699 | 139.18 | 4/26/2032 | | | | | | | 2/28/2022 | | | | | | | 118,483 | 16,084,067 | | | 4/29/2021 | 50,893 | 118,752 | 132.63 | 4/29/2031 | | | | | | | 2/26/2021 | | | | | | | 111,795 | 15,176,171 | | | 4/29/2020 | 86,355 | 57,571 | 138.96 | 4/29/2030 | | | | | | | 2/28/2020 | | | | | | | 50,128 | 6,804,876 | | | 5/1/2019 | 127,521 | — | 125.47 | 5/1/2029 | | | | | | | 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 | | | | | | Nelson Urdaneta | | | | | | | | | | | | 4/26/2022 | — | 31,614 | 139.18 | 4/26/2032 | | | | | | | 4/26/2022 | | | | | | | 24,150 | 3,278,363 | | | 4/26/2022 | | | | | 9,147 | 1,241,705 | | | | Zackery Hicks | | | | | | | | | | | | 7/29/2022 | — | 45,527 | 131.79 | 7/29/2032 | | | | | | | 7/29/2022 | | | | | | | 34,486 | 4,681,475 | | | 7/29/2022 | | | | | 14,560 | 1,976,520 | | | | Russell Torres | | | | | | | | | | | | 4/26/2022 | — | 40,236 | 139.18 | 4/26/2032 | | | | | | | 2/28/2022 | | | | | | | 33,174 | 4,503,371 | | | 2/28/2022 | | | | | 7,898 | 1,072,154 | | |

  193. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2022(1)

    | 2023 Proxy Statement | 69 |

  194. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2022(1)

    | | Compensation Tables |

  195. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2022(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) | | | 10/29/2021 | | | | | 8,002 | 1,086,272 | | | | | 4/29/2021 | 14,702 | 34,307 | 132.63 | 4/29/2031 | | | | | | | 4/29/2021 | | | | | | | 3,575 | 485,306 | | | 2/26/2021 | | | | | | | 28,569 | 3,878,242 | | | 4/29/2020 | 24,827 | 16,552 | 138.96 | 4/29/2030 | | | | | | | 4/29/2020 | | | | | | | 13,494 | 1,831,811 | | | 4/29/2020 | | | | | 6,518 | 884,819 | | | | Jeffrey Melucci | | | | | | | | | | | | 4/26/2022 | — | 30,177 | 139.18 | 4/26/2032 | | | | | | | 2/28/2022 | | | | | | | 24,880 | 3,377,460 | | | 2/28/2022 | | | | | 7,898 | 1,072,154 | | | | | 4/29/2021 | 11,309 | 26,390 | 132.63 | 4/29/2031 | | | | | | | 2/26/2021 | | | | | | | 24,844 | 3,372,573 | | | 4/29/2020 | 19,429 | 12,954 | 138.96 | 4/29/2030 | | | | | | | 2/28/2020 | | | | | | | 11,278 | 1,530,989 | | | 5/1/2019 | 10,202 | — | 125.47 | 5/1/2029 | | | | | | | 4/25/2017 | 5,271 | — | 132.82 | 4/25/2027 | | | | | | Maria G. Henry | | | | | | | | | | | | 4/26/2022 | 51,732 | — | 139.18 | 9/2/2027 | | | | | | | 2/28/2022 | | | | | | | 42,653 | 5,790,145 | | | 4/29/2021 | 64,088 | — | 132.63 | 9/2/2027 | | | | | | | 2/26/2021 | | | | | | | 42,234 | 5,733,266 | | | 4/29/2020 | 61,169 | — | 138.96 | 9/2/2027 | | | | | | | 2/28/2020 | | | | | | | 21,304 | 2,892,018 | | | 5/1/2019 | 51,008 | — | 125.47 | 9/2/2027 | | | | | | | 5/9/2018 | 62,100 | — | 103.06 | 9/2/2027 | | | | | | | 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 | | | | |

  196. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2022(1)

    | 70 | 2023 Proxy Statement |

  197. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2022(1)

    | | Compensation Tables |

  198. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2022(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 (1) to Mr. Urdaneta vest in equal installments on the first and second anniversaries of the grant date, (2) to Mr. Hicks vest in equal installments on the first, second and third anniversaries of the grant date, (3) to Mr. Torres (a) in 2020 vest in equal installments on the first, second and third anniversaries of the grant date and (b) in 2021 and 2022 vest in full on the third anniversary of the grant date and (4) to Mr. Melucci vest in full 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, 2022 of $135.75 per share.(5) | | The amounts shown represent awards of performance-based restricted share units granted to our named executive officers in 2020, 2021 and 2022. Subject to accelerated vesting as described in “Potential Payments on Termination or Change of Control,” performance-based restricted share unit awards granted in 2020, 2021 and 2022 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 target level for the 2020 grant and the maximum level for the 2021 and 2022 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 target level for the 2020 grant and the maximum level for the 2021 and 2022 grants.(6) |

  199. 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 2022 for our named executive officers.

  200. OPTION EXERCISES AND STOCK VESTED IN 2022

    OPTION EXERCISES AND STOCK VESTED IN 2022

  201. OPTION EXERCISES AND STOCK VESTED IN 2022

    | | 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 | 41,698 | 1,716,094 | 73,408 | 9,554,051 | | Nelson Urdaneta | — | — | — | — | | Zackery Hicks | — | — | — | — | | Russell Torres | — | — | 6,400 | 888,571 | | Jeffrey Melucci | 15,302 | 262,598 | 14,681 | 1,910,732 | | Maria G. Henry | — | — | 36,423 | 4,740,440 |

  202. OPTION EXERCISES AND STOCK VESTED IN 2022

    | 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) |

  203. OPTION EXERCISES AND STOCK VESTED IN 2022

    | 2023 Proxy Statement | 71 |

  204. OPTION EXERCISES AND STOCK VESTED IN 2022

    | | Compensation Tables |

  205. 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.

  206. 2022 NONQUALIFIED DEFERRED COMPENSATION

    2022 NONQUALIFIED DEFERRED COMPENSATION

  207. 2022 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Company Contributions in 2022($)(1) | Aggregate Earnings in 2022($)(2) | Aggregate Balance at December 31, 2022($)(3) | | Michael D. Hsu | 192,986 | (298,501) | 1,740,257 | | Nelson Urdaneta | 17,524 | 64 | 17,588 | | Zackery Hicks | 8,793 | (44) | 8,749 | | Russell Torres | 72,467 | (16,856) | 150,240 | | Jeffrey Melucci | 73,490 | (104,203) | 589,539 | | Maria G. Henry | 65,956 | (151,246) | 853,029 |

  208. 2022 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 2023 with respect to our performance in 2022. 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 2022 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 2023 with respect to our performance in 2022, as well as the following aggregate amounts that were previously reported in the Summary Compensation Table for 2021 and 2020, combined: Mr. Hsu - $600,798, Mr. Urdaneta - $0, Mr. Hicks - $0, Mr. Torres - $87,635, Mr. Melucci - $194,813, Ms. Henry - $258,870. 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) |

  209. 2022 NONQUALIFIED DEFERRED COMPENSATION

    | 72 | 2023 Proxy Statement |

  210. 2022 NONQUALIFIED DEFERRED COMPENSATION

    | | Compensation Tables |

  211. 2022 NONQUALIFIED DEFERRED COMPENSATION

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

  212. 2022 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 based on annual compensation that is not recognized under the 401(k) Profit Sharing Plan as a result of certain limitations imposed by the Internal Revenue Code on qualified defined contribution plans or, starting in 2023, as a result of deferrals made under the Voluntary Deferred Compensation Plan. | | Eligible participants | Most U.S. employees. | Salaried employees whose compensation is not recognized under the 401(k) Profit Sharing Plan as a result of certain limitations imposed by the Internal Revenue Code or, starting in 2023, deferrals under the Voluntary Deferred Compensation 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. Beginning in 2023, we are increasing the employee match yearly maximum from 4% to 5% of eligible compensation. | We provide credit based on compensation not recognized under the 401(k) Profit Sharing Plan as a result of certain Internal Revenue Code limits or, starting in 2023, as a result of deferrals under the Voluntary Deferred Compensation Plan. | | 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 in compliance with Section 409A of the Internal Revenue Code. |

  213. 2022 NONQUALIFIED DEFERRED COMPENSATION

    | 2023 Proxy Statement | 73 |

  214. 2022 NONQUALIFIED DEFERRED COMPENSATION

    | | Compensation Tables |

  215. 2022 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.

  216. 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.

  217. 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, 2022; (ii) the severance benefits for our named executive officers under the Severance Pay Plan if an involuntary termination had occurred on December 31, 2022; (iii) the benefits that would have been payable on the death of our named executive officers on December 31, 2022; (iv) the benefits that would have been payable on the total and permanent disability of our named executive officers on December 31, 2022; and (v) the potential payments to Mr. Hsu and Mr. Hicks if they had retired on December 31, 2022. If applicable, amounts in the table were calculated using the closing price of our common stock on December 31, 2022 of $135.75 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 Mr. Hicks were eligible to retire as of December 31, 2022; 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, 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,” and “Nonqualified Deferred Compensation.” Because Ms. Henry retired on September 1, 2022, she is discussed below under “Departure of Former Named Executive Officer.”

  218. Potential Payments on Termination or Change of Control Table

    | 78 | 2023 Proxy Statement |

  219. Potential Payments on Termination or Change of Control Table

    | | Compensation Tables |

  220. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE OF CONTROL TABLE

    POTENTIAL PAYMENTS ON TERMINATION OR CHANGE OF CONTROL TABLE

  221. 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 | 9,986,273(1) | 22,207,338(2) | 629,200(3) | 31,670(4) | 32,854,481 | | Involuntary Termination(5) | 10,367,500 | — | — | 14,016(6) | 10,381,516 | | Death | 4,121,273(7) | 20,539,542(8) | — | — | 24,660,815 | | Disability | 2,121,273(7) | 20,539,542(8) | — | —(9) | 22,660,815 | | Retirement | 2,121,273(1) | 38,435,783 | — | —(10) | 40,557,056 | | Nelson Urdaneta | | | | | | | Qualified Termination of Employment | 3,687,147(1) | 2,837,353(2) | 248,000(3) | 48,930(4) | 6,821,430 | | Involuntary Termination(5) | 742,708 | — | — | 18,054(6) | 760,762 | | Death | 3,137,147(7) | 1,142,492(8) | — | — | 4,279,639 | | Disability | 587,147(7) | 1,142,492(8) | — | —(9) | 1,729,639 | | Zackery Hicks | | | | | | | Qualified Termination of Employment | 4,398,570(1) | 4,435,296(2) | 320,000(3) | — | 9,153,866 | | Involuntary Termination(5) | 666,667 | — | — | 6,654(6) | 673,321 | | Death | 2,398,570(7) | 454,820(8) | — | — | 2,853,390 | | Disability | 398,570(7) | 454,820(8) | — | —(9) | 853,390 | | Retirement | 398,570(1) | 180,287 | — | —(10) | 578,857 | | Russell Torres | | | | | | | Qualified Termination of Employment | 3,874,057(1) | 9,249,015(2) | 265,600(3) | 48,930(4) | 13,437,602 | | Involuntary Termination(5) | 4,150,000 | — | — | 18,054(6) | 4,168,054 | | Death | 2,154,057(7) | 7,133,069(8) | — | — | 9,287,126 | | Disability | 554,057(7) | 7,133,069(8) | — | —(9) | 7,687,126 | | Jeffrey Melucci | | | | | | | Qualified Termination of Employment | 3,705,872(1) | 5,929,836(2) | 241,240(3) | 48,930(4) | 9,925,878 | | Involuntary Termination(5) | 3,708,250 | — | — | 18,054(6) | 3,726,304 | | Death | 5,340,372(7) | 4,825,398(8) | — | — | 10,165,770 | | Disability | 690,372(7) | 4,825,398(8) | — | —(9) | 5,515,770 |

  222. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE OF CONTROL TABLE

    | Assumes the Committee would approve full payment under the Management Achievement Award Program for 2022; 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 average payout percentage for for the prior three years. 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 Mr. Hicks, 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 $6,650.(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 2022; 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 target level for the 2020 grant and the maximum level for the 2021 and 2022 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, 2022, 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) |

  223. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE OF CONTROL TABLE

    | 2023 Proxy Statement | 79 |

  224. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE OF CONTROL TABLE

    | | Compensation Tables |

  225. POTENTIAL PAYMENTS ON TERMINATION OR CHANGE OF CONTROL TABLE

    | Mr. Hsu and Mr. Hicks would be eligible for continuing coverage under Kimberly-Clark’s group life insurance plan assuming retirement on December 31, 2022, 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) |

  226. Equity Compensation Plan Information

    | | Other Information Pay Versus Performance |

  227. Equity Compensation Plan Information

    | | Other Information Pay Versus Performance |

  228. Equity Compensation Plan Information

    | | Other Information Pay Versus Performance |

  229. Equity Compensation Plan Information

    | | Other Information Pay Versus Performance |

  230. Equity Compensation Plan Information

    | Relationship between Pay and Performance. Below are graphs showing the relationship of “compensation actually paid” to our Chief Executive Officer and other named executive officers in 2020, 2021 and 2022 to (1) TSR of both Kimberly-Clark and the S&P 500 Consumer Staples Index, (2) Kimberly-Clark’s net income and (3) Kimberly-Clark’s organic sales growth. “Compensation actually paid” (“CAP”), as required under SEC rules, reflects adjusted values to unvested and vested equity awards during the years shown in the table based on year-end stock prices, various accounting valuation assumptions, and projected performance modifiers but does not reflect actual amounts paid out for those awards. CAP generally fluctuates due to stock price achievement and varying levels of projected and actual achievement of performance goals (as reflected in the significant decrease to 2021 CAP). For a discussion of how our Management Development and Compensation Committee assessed Kimberly-Clark’s performance and our named executive officers’ pay each year, see “Compensation Discussion and Analysis” in this proxy statement and in the proxy statements for 2020 and 2021. |

  231. Equity Compensation Plan Information

    | Compensation Actually Paid vs. KMB and Peer Group TSR | Compensation Actually Paid vs. KMB Net Income | | Compensation Actually Paid vs. KMB Annual Organic Sales Growth % | |

  232. Equity Compensation Plan Information

    | | Other Information CEO Pay Ratio Disclosure |

  233. Equity Compensation Plan Information

    | 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 2022: the total compensation of our median employee was $42,734 the total compensation of our CEO, as reported in the Summary Compensation Table, was $14,555,561 the ratio of our CEO’s total compensation to the median employee total compensation was 341 to 1 As permitted by SEC rules, we used the same median employee that was identified in the preparation of our pay ratio disclosure in 2021 because we believe there has been no change in our employee population or compensation arrangements that would result in a significant change to our pay ratio disclosure. Further, there has been no change in the circumstances of the employee identified as the median employee in 2021. 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. |