DEF 14A of Kenvue Inc., Apr 10, 2024

DEF 14A of Kenvue Inc.

Filed Apr 10, 2024 · FY20230001944048-24-000091

Open on EDGAR

  1. 2024 Director Nominees Snapshot (Page 10)

    2024 Director Nominees Snapshot (Page 10) The following table provides summary information about each director nominee. Detailed information about each director’s background, skills and expertise can be found in “Proposal 1 - Election of Directors” beginning on page 10.

  2. 2024 Director Nominees Snapshot (Page 10)

    | Richard E. Allison, Jr. Former CEO and Director of Domino’s Pizza, Inc. –Independent Director •Audit Committee •Compensation & Human Capital Committee | Peter M. Fasolo, Ph.D. EVP, Chief Human Resources Officer of Johnson & Johnson | Tamara S. Franklin Former Chief Digital, Data and Analytics Officer of Marsh LLC –Independent Director •Audit Committee •Nominating, Governance & Sustainability Committee | Seemantini Godbole EVP, Chief Digital and Information Officer of Lowe’s Companies Inc. –Independent Director •Audit Committee •Nominating, Governance & Sustainability Committee | | Melanie L. Healey Former Group President of The Procter & Gamble Company –Independent Director •Nominating, Governance & Sustainability Committee (Chair) | Betsy D. Holden Former Co-CEO of Kraft Foods Inc. –Independent Director •Compensation & Human Capital Committee (Chair) | Larry J. Merlo Chair of the Board Former President and CEO of CVS Health –Independent Director •Compensation & Human Capital Committee •Nominating, Governance & Sustainability Committee | Thibaut Mongon Chief Executive Officer | | Vasant Prabhu Former Vice Chairman and Chief Financial Officer of Visa Inc. –Independent Director •Audit Committee (Chair) | Michael E. Sneed Former EVP, Corporate Affairs & Chief Communications Officer of Johnson & Johnson | Joseph J. Wolk EVP, Chief Financial Officer of Johnson & Johnson | |

  3. 2024 Director Nominees Snapshot (Page 10)

    | | Overall Diverse (Gender and/or Racial/Ethnic) |

  4. 2024 Director Nominees Snapshot (Page 10)

    | | Independent |

  5. 2024 Director Nominees Snapshot (Page 10)

    | | Women |

  6. 2024 Director Nominees Snapshot (Page 10)

    | | Racially/Ethnically Diverse |

  7. 2024 Director Nominees Snapshot (Page 10)

    | | 50-54 | | 55-59 | | | 60-64 | | 65-69 |

  8. 2024 Director Nominees Snapshot (Page 10)

    | 6 | 2024 Proxy Statement | |

  9. 2024 Director Nominees Snapshot (Page 10)

    | | Board Composition & Independence | | | •Independent Board Chair with significant responsibilities •Majority independent Board with 7 of 11 directors being independent •Balanced Board with a large breadth of diverse skills, experiences, and areas of expertise •Independent Committees with only independent directors serving on our Audit, Compensation & Human Capital, and Nominating, Governance & Sustainability Committees •Independent Executive Sessions with only independent directors at every regularly scheduled Board and Committee meeting •Diverse Board with 6 of 11 directors identifying as women and/or ethnically/racially diverse | | | Robust Board Oversight | | | •Rigorous oversight of the development and execution of the Company’s strategic plans •Robust process for overseeing key enterprise risks, including cybersecurity and ESG-related risks •Strong Board and management succession planning process •Robust Board and Committee oversight of our sustainability strategy, policies, programs and commitments | | | Shareholder Rights & Engagement | | | •Annual elections of all directors (no staggered board) •Simple majority voting standard for all uncontested elections •Single voting class •Active year-round shareholder engagement | | | Strong Governance Practices | | | •Annual Board & Committee evaluations •Robust director and executive officer Code of Business Conduct & Ethics •Restrictions on overboarding •Mandatory retirement for directors •Significant stock ownership guidelines for directors (5x annual cash retainer) •Policy of no hedging, pledging or short-selling Kenvue stock for executives and directors |

  10. 2024 Director Nominees Snapshot (Page 10)

    | | 2024 Proxy Statement | 7 |

  11. Director Nominees

    Director Nominees

  12. Director Nominees

    | Age: 57 Independent Director since: May 2023 Committees: •Audit •Compensation & Human Capital | Richard E. Allison, Jr. Core Competencies Mr. Allison brings to our Board of Directors extensive experience in executive leadership and a deep understanding of global operations, business strategy, consumer businesses, operational management and market development that are crucial in steering global brands. Career Highlights Mr. Allison has served as director of Kenvue since May 2023. Mr. Allison served as Chief Executive Officer and as a board member of Domino’s Pizza, Inc., the largest pizza company in the world based on global retail sales, from 2018 to 2022. He joined Domino's in March 2011 as Executive Vice President of International and then served as President, Domino's International from October 2014 to July 2018. During the period that Mr. Allison led the international division and served as Chief Executive Officer, Domino's expanded by more than 20 countries and grew by more than 8,000 stores. Prior to joining Domino’s, Mr. Allison worked at Bain & Company, Inc. for more than 13 years, serving as a partner from 2004 to 2010, and as co-leader of Bain’s restaurant practice. He currently serves as a board member for Starbucks Corporation. Mr. Allison holds a B.S. in Business Administration from the University of North Carolina at Chapel Hill and an MBA from the University of North Carolina’s Kenan-Flagler Business School, where he serves as chair of the Board of Advisors. | | | | | | | | Key Areas of Expertise | | | | | | | | | Executive Leadership, Business Operations and Strategy | | Risk Management | | Finance | | | | Global & International | | Supply Chain | | Corporate Governance |

  13. Director Nominees

    | | 2024 Proxy Statement | 13 |

  14. Director Nominees

    | Age: 61 Director since: May 2023 | Peter M. Fasolo, Ph.D. Core Competencies Dr. Fasolo brings to Kenvue’s Board of Directors a deep understanding of the consumer health business through his senior leadership positions at Johnson & Johnson as well as extensive experience in business transformation and human capital management, including global talent, recruiting, diversity and inclusion, compensation, benefits and employee relations. Career Highlights Dr. Fasolo has served as a director of Kenvue since May 2023. Dr. Fasolo has served as Executive Vice President, Chief Human Resources Officer of Johnson & Johnson since 2016. Dr. Fasolo first joined Johnson & Johnson in 2004 as Worldwide Vice President, Human Resources in the MedTech segment and subsequently held numerous senior leadership roles, including as Vice President, Global Human Resources and Vice President, Global Talent Management. Dr. Fasolo also served as Chief Talent Officer for the North America portfolio companies of Kohlberg Kravis Roberts & Co and spent 13 years with Bristol-Myers Squibb in executive-level human resource roles in the pharmaceutical, medical devices and consumer segments. Dr. Fasolo currently serves on the boards of the Human Resources Policy Association, Tufts University and Save the Children and is a Fellow of the National Academy of Human Resources. He served as a board member for HireRight Holdings Corporation from 2018 to 2023. Dr. Fasolo holds a B.A. in Psychology from Providence College, an M.A. in Industrial Psychology from Fairleigh Dickinson University and a Ph.D. in Organizational Behavior from the University of Delaware. | | | | | | | | Key Areas of Expertise | | | | | | | | | Executive Leadership, Business Operations and Strategy | | Human Capital Management & Sustainability | | Industry | | | | Risk Management | | Corporate Governance | | Global & International | | Age: 57 Independent Director since: May 2023 Committees: •Audit •Nominating, Governance & Sustainability | Tamara S. Franklin Core Competencies Ms. Franklin brings to Kenvue’s Board of Directors proven expertise in leading digital transformation initiatives across technology, data and analytics workstreams in large multinational organizations, complemented by her deep understanding of executive leadership and business strategy. Career Highlights Ms. Franklin has served as a director of Kenvue since May 2023. Ms. Franklin served as Chief Digital, Data and Analytics Officer of Marsh LLC from 2020 to 2023. She previously served as Chief Digital Officer and Vice President, Media and Entertainment, North America for International Business Machines Corporation and Executive Vice President, Digital for Scripps Networks Interactive, Inc. Ms. Franklin has significant experience leading digital businesses, including previous leadership roles at Motorola, Inc. and Turner Broadcasting System, Inc. She currently serves as a board member for Genpact Limited, a global professional services firm that specializes in digital-led business transformations. She also serves on the boards of Dream Academy and the Arts Council of Princeton. Ms. Franklin holds a B.A. in English from Yale University and an MBA from Harvard University. | | | | | | | | Key Areas of Expertise | | | | | | | | | Executive Leadership, Business Operations and Strategy | | Digital Technology | | Cybersecurity & Data Privacy | | | | Finance | | Human Capital Management & Sustainability | | Government, Regulation & Public Policy |

  15. Director Nominees

    | 14 | 2024 Proxy Statement | |

  16. Director Nominees

    | Age: 54 Independent Director since: May 2023 Committees: •Audit •Nominating, Governance & Sustainability | Seemantini Godbole Core Competencies Ms. Godbole brings to Kenvue’s Board of Directors significant expertise in retail and consumer dynamics, as well as insights into global e-commerce, digital transformation, cybersecurity and technology strategies and has proven expertise in growing digital businesses through technology-enabled innovations. Career Highlights Ms. Godbole has served as a director of Kenvue since May 2023. Ms. Godbole serves as Executive Vice President, Chief Digital and Information Officer of Lowe’s Companies, Inc. where she leads the enterprise-wide global technology team focused on engineering, product, data and analytics, online, and innovation to enable technology transformation. She is responsible for technology strategy, product road maps and development, and technology operations across all channels, including digital, while also overseeing the overall business and the customer experience on Lowes.com. Ms. Godbole has more than 25 years of global technology experience. Before joining Lowe’s, she served as senior vice president, digital and marketing technology at Target Corp., where she oversaw the company’s global e-commerce, enterprise marketing and loyalty technology strategy and operations. Prior to Target, Ms. Godbole held multiple senior technology leadership roles at Sabre and Travelocity. Ms. Godbole serves on Apparo’s CXO Tech Council Ms. Godbole holds a Bachelor of Engineering in Electrical and Electronics Engineering from the National Institute of Technology in Nagpur, India and an M.S. in Computer Science from Texas Tech University. | | | | | | | | Key Areas of Expertise | | | | | | | | | Executive Leadership, Business Operations and Strategy | | Cybersecurity & Data Privacy | | R&D & Innovation | | | | Digital Technology | | Supply Chain | | Finance | | Age: 63 Independent Director since: May 2023 Committees: •Nominating, Governance & Sustainability (Chair) | Melanie L. Healey Core Competencies Ms. Healey brings to Kenvue’s Board of Directors extensive experience in the consumer goods industry, valuable strategic insights, including with respect to trends in brand building, marketing, distribution and international operations, and significant corporate governance expertise, including through her service as a director for several large public companies. Career Highlights Ms. Healey has served as a director of Kenvue since May 2023. Ms. Healey served as a Group President of The Procter & Gamble Company from 2007 to 2015. In her 25 years at Procter & Gamble, she held several senior leadership positions, including Group President and Advisor to the Chairman and Chief Executive Officer, Group President of the North America Region, and Group President of the Global Health Care, Feminine Care and Adult Care Sector. Ms. Healey has more than 30 years of experience at multinational consumer goods companies, including Procter & Gamble, Johnson & Johnson and S.C. Johnson & Sons, and nearly two decades of experience outside the United States. She currently serves as a board member for Hilton Worldwide Holdings Inc., PPG Industries, Inc. and Verizon Communications Inc. She served as a board member for Target Corporation from 2015 to 2023. Ms. Healey holds a B.S. in Business Administration from the University of Richmond. | | | | | | | | Key Areas of Expertise | | | | | | | | | Executive Leadership, Business Operations and Strategy | | Corporate Governance | | Global & International | | | | Human Capital Management & Sustainability | | Industry | | Risk Management |

  17. Director Nominees

    | | 2024 Proxy Statement | 15 |

  18. Director Nominees

    | Age: 68 Independent Director since: May 2023 Committees: •Compensation & Human Capital (Chair) | Betsy D. Holden Core Competencies Ms. Holden brings to Kenvue’s Board of Directors a deep understanding of executive leadership, human capital management and corporate governance, including through her experiences as a chief executive officer, director and advisor for large public companies, complemented by an extensive knowledge of international business and strategy, including with respect to brand marketing, sales and digital development. Career Highlights Ms. Holden has served as a director of Kenvue since May 2023. Ms. Holden served as a Senior Advisor to McKinsey & Company from 2007 to 2020. She previously held several leadership roles at Kraft Foods, including Co-Chief Executive Officer of Kraft Foods Inc., President, Global Marketing and Category Development of Kraft Foods Inc. and President and Chief Executive Officer of Kraft Foods North America. Ms. Holden has served on ten public boards over the last 25 years, including Diageo Plc (2009 to 2018) and Time, Inc. (2014 to 2018). She currently serves as a board member for Dentsply Sirona Inc., NNN REIT, Inc., Western Union Company and several private portfolio companies of Paine Schwartz Partners, a private equity firm focused on sustainable agriculture and food products for which she sits on the Food Chain Advisory Board. She also serves on the Global Advisory Board of Northwestern University’s Kellogg School of Management. Ms. Holden served on Duke University’s Board of Trustees (2011-2023) and the Executive Committee (2015-2023). Ms. Holden holds a B.A. in Education from Duke University as well as an M.A. in Teaching and an MBA, each from Northwestern University. | | | | | | | | Key Areas of Expertise | | | | | | | | | Executive Leadership, Business Operations and Strategy | | Corporate Governance | | Human Capital Management & Sustainability | | | | Marketing & Sales | | Global & International | | Industry | | Independent Board Chair Age: 68 Director since: May 2023 Committees: •Compensation & Human Capital •Nominating, Governance & Sustainability •Executive (Chair) | Larry J. Merlo Core Competencies Mr. Merlo brings to Kenvue’s Board of Directors significant experience as a chief executive officer, director and advisor, with an in-depth knowledge of health and consumer trends, including in the areas of digital development, marketing, retail sales, science and technology. Career Highlights Mr. Merlo has served as Chair of Kenvue Board of Directors since May 2023. Mr. Merlo served as President and CEO of CVS Health from 2011 to 2021. Mr. Merlo previously held positions of increasing responsibility over his more than 40 years at CVS Health and its subsidiaries, including Chief Operating Officer of CVS Health, President of CVS Pharmacy and Executive Vice President–Stores. Mr. Merlo previously served as a Board member for CVS Health, America’s Health Insurance Plans (AHIP), National Association of Chain Drug Stores (NACDS), the Partnership for Rhode Island and Business Roundtable. He serves on the University of Pittsburgh Board of Trustees, where he is currently Chair of the Budget Committee, and a member of the Compensation Committee and was formerly Chair of the Research & Innovation Committee. He also serves as an advisor to Korn Ferry and Charlesbank Capital Partners. Mr. Merlo holds a B.S. from the University of Pittsburgh School of Pharmacy. | | | | | | | | Key Areas of Expertise | | | | | | | | | Executive Leadership, Business Operations and Strategy | | Corporate Governance | | Industry | | | | Marketing & Sales | | Human Capital Management & Sustainability | | Supply Chain |

  19. Director Nominees

    | 16 | 2024 Proxy Statement | |

  20. Director Nominees

    | Chief Executive Officer and Director Age: 54 Public Company Director since: May 2023 Committees: •Executive | | Thibaut Mongon Core Competencies Mr. Mongon brings to Kenvue’s Board of Directors a deep understanding of the consumer health business and commitment to innovation, complemented by extensive international experience, a consumer-centric mindset and considerable expertise in business strategy. Career Highlights Mr. Mongon has served as Chief Executive Officer and director of Kenvue as a public company since May 2023. Mr. Mongon joined Johnson & Johnson in 2000 as Director of Marketing for the Vision Care group in France and subsequently held positions of increasing responsibility until he transitioned to the Pharmaceutical sector in 2012, as the Global Commercial Strategy Leader for the Neuroscience therapeutic area. Mr. Mongon joined the Consumer Health sector of Johnson & Johnson in 2014 as Company Group Chairman Asia-Pacific and was promoted to Executive Vice President and Worldwide Chairman, Consumer Health at Johnson & Johnson in 2019. Prior to joining Johnson & Johnson, Mr. Mongon worked for Bormioli in Italy and Danone in France. Mr. Mongon currently serves on the Board of Directors of The Consumer Goods Forum and is a member of the Business Roundtable. Mr. Mongon holds a degree in Marketing from KEDGE Business School and an MBA from INSEAD. | | | | | | | | Key Areas of Expertise | | | | | | | | | | | Executive Leadership, Business Operations and Strategy | | Industry | | Marketing & Sales | | | | | Global & International | | R&D & Innovation | | Risk Management | | Age: 64 Independent Director since: May 2023 Committees: •Audit (Chair) | | Vasant Prabhu Core Competencies Mr. Prabhu brings to Kenvue’s Board of Directors his vast experience as a chief financial officer of a number of large public companies and a sophisticated understanding of complex accounting principles and judgments, financial results, internal controls and financial reporting rules, regulations, processes and investor relations. Career Highlights Mr. Prabhu has served as a director of Kenvue since May 2023. Mr. Prabhu served as Vice Chairman of Visa Inc. from 2019 and as Chief Financial Officer from 2015, retiring in 2023. He previously served as Chief Financial Officer for NBCUniversal Media, LLC, Chief Financial Officer and Vice Chairman of Starwood Hotels and Resorts Worldwide, Inc. and Executive Vice President and Chief Financial Officer of Safeway, Inc. He has also held senior leadership roles at The McGraw-Hill Companies, Inc., PepsiCo, Inc. and Booz Allen Hamilton. Mr. Prabhu currently serves as a board member for Delta Air Lines, Inc. and a Trustee of the Brookings Institution, and he served as a board member for Mattel, Inc. from 2007 to 2020, where he was Chair of the Audit Committee. Mr. Prabhu holds a Bachelor of Technology in Mechanical Engineering from the Indian Institute of Technology and an MBA from the University of Chicago. | | | | | | | | | Key Areas of Expertise | | | | | | | | | | Executive Leadership, Business Operations and Strategy | | Finance | | Risk Management | | | | | Global & International | | Corporate Governance | | Government, Regulation & Public Policy |

  21. Director Nominees

    | | 2024 Proxy Statement | 17 |

  22. Director Nominees

    | Age: 65 Director since: May 2023 | Michael E. Sneed Core Competencies Mr. Sneed brings to Kenvue’s Board of Directors a deep understanding of the consumer health business through his senior leadership positions at Johnson & Johnson as well as extensive strategic and operational expertise leading global marketing, communication, design and philanthropy functions. Career Highlights Mr. Sneed has served as a director of Kenvue since May 2023. Mr. Sneed served as Executive Vice President, Global Corporate Affairs and Chief Communication Officer of Johnson & Johnson from 2018 to 2022. He also served as a member of Johnson & Johnson’s Executive Committee during that time. Mr. Sneed originally joined Johnson & Johnson in 1983 and previously held a variety of senior leadership roles, including Vice President, Global Corporate Affairs and Chief Communications Officer, Company Group Chairman, Vision Care Franchise and Company Group Chairman, Consumer North America. He currently serves as a board member for Wayfair Inc. He also serves on the boards of Thomas Jefferson University, the Robert Wood Johnson Foundation and WHYY, a public media organization serving Philadelphia, Pennsylvania and the surrounding region. Mr. Sneed holds a B.A. in Economics and Psychology from Macalester College and an MBA from the Tuck School of Business at Dartmouth College. | | | | | | | | Key Areas of Expertise | | | | | | | | | Executive Leadership, Business Operations and Strategy | | Industry | | Government, Regulation & Public Policy | | | | Marketing & Sales | | Global & International | | Human Capital Management & Sustainability | | Age: 57 Director since: May 2023 | Joseph J. Wolk Core Competencies Mr. Wolk brings to Kenvue’s Board of Directors a deep understanding of the consumer health business through his senior leadership positions at Johnson & Johnson, broad expertise in management, strategy, finance and operations, substantial experience in the healthcare industry and a strong commitment to business innovation, talent development and purpose-based leadership. Career Highlights Mr. Wolk has served as a director of Kenvue since May 2023. Mr. Wolk has served as Executive Vice President, Chief Financial Officer of Johnson & Johnson since 2018. He also serves as a member of Johnson & Johnson’s Executive Committee. Mr. Wolk previously held a variety of senior leadership roles in several sectors and functions during his tenure at Johnson & Johnson, including Vice President of Investor Relations, Vice President of Finance for the Pharmaceuticals Group, Vice President of Finance for the Medical Devices Global Supply Chain and Chief Financial Officer of the North America Pharmaceuticals Group. He is also the executive sponsor of Johnson & Johnson’s Impact Venture Fund and Veterans Leadership Council and champions Johnson & Johnson’s Finance Leadership Development Program. He serves on the St. Joseph’s University Board of Trustees and is a member of the Stanford Medicine Board of Fellows, the CNBC Global CFO Council and the Wall Street Journal CFO Network. Mr. Wolk holds a B.S. in Finance from St. Joseph’s University and a J.D. from Temple University School of Law and is also a Certified Public Accountant (CPA). | | | | | | | | Key Areas of Expertise | | | | | | | | | Executive Leadership, Business Operations and Strategy | | Finance | | Industry | | | | Global & International | | Supply Chain | | Risk Management |

  23. Director Nominees

    | 18 | 2024 Proxy Statement | |

  24. Director Compensation

    Director Compensation We provide competitive compensation to our non-employee directors that enables us to attract and retain high quality directors and fosters their ownership of Kenvue equity, which further aligns their interests with those of our shareholders. Our Compensation & Human Capital Committee annually reviews compensation levels for non-employee directors, informed by a summary of director compensation trends and a competitive analysis of peer company director compensation levels and practices, prepared by its independent compensation consultant. The Compensation & Human Capital Committee makes recommendations to the Board on the compensation of non-employee directors. Our 2023 non-employee director compensation program consisted of the following: •an annual cash retainer for each non-employee director of $100,000; •an annual grant of deferred stock units (“DSUs”) for each non-employee director with a grant value of $180,000 (rounded down to the nearest whole DSU); •an additional annual cash retainer for the chairs of the Audit, Compensation & Human Capital, and Nominating, Governance & Sustainability Committees of $30,000, $25,000 and $25,000, respectively; and •an additional annual retainer for the non-executive Chair of the Kenvue Board of $200,000, paid 50% in cash and 50% in additional DSUs. Cash retainers are paid in equal quarterly installments and DSUs will generally be granted on the date of our annual shareholder meeting. The first such grant occurred shortly following the completion of our Separation from J&J. Non-employee directors are also permitted to elect to convert their cash retainers, beginning with their retainers in respect of fiscal year 2024, into additional DSUs. DSUs immediately vest upon grant and will be payable in Kenvue shares at the time the non-employee director leaves the Board, except for DSUs granted in 2023, which will be payable in cash or shares at the time the non-employee director leaves the Board, as determined by the Compensation & Human Capital Committee. Non-employee directors who join the Board between annual meetings will have their annual cash retainers and DSU grant for the term prorated. Cash retainers for 2023 were prorated from the date each director joined our Board as a non-employee director. Directors who are also employees of Kenvue or any of Kenvue’s subsidiaries or affiliates do not receive any additional compensation for their service as directors. DSUs are administered under the Kenvue Inc. Amended and Restated Deferred Fee Plan for Directors, which generally provides for the terms described above, that dividend equivalents will be credited to DSUs in the form of additional DSUs and that directors may elect to receive payment in respect of DSUs in a lump sum or in five or ten annual installments following their departure from the Board.

  25. 2023 Director Compensation Table

    2023 Director Compensation Table

  26. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in | | All Other Compensation ($)(3) | Total ($) | | | Cash ($)(1) | Stock Award ($)(2) | | | | Larry J. Merlo | 130,769 | 279,991 | 61,419 | 472,179 | | Richard E. Allison, Jr. | 65,384 | 179,984 | — | 245,368 | | Peter M. Fasolo | 35,989 | 179,984 | — | 215,973 | | Tamara S. Franklin | 65,384 | 179,984 | — | 245,368 | | Seemantini Godbole | 65,384 | 179,984 | — | 245,368 | | Melanie L. Healey | 81,730 | 179,984 | — | 261,714 | | Betsy D. Holden | 81,730 | 179,984 | — | 261,714 | | Vasant Prabhu | 86,428 | 179,984 | — | 266,412 | | Michael E Sneed | 65,384 | 179,984 | — | 245,368 | | Joseph J. Wolk | 35,989 | 179,984 | — | 215,973 |

  27. 2023 Director Compensation Table

    (1)Includes annual retainer for each director and additional retainers for directors who serve as the independent Chair or chair a Committee. Annual retainers were prorated from the date each director joined our Board as a non-employee director. Dr. Fasolo and Mr. Wolk did not receive any compensation while we were a subsidiary of J&J. Their annual retainers were prorated from the date of our Separation. (2)Includes the grant date fair value of 7,620 DSUs granted to each director as their annual award, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). For Mr. Merlo, includes the grant date fair value of an additional 4,234 DSUs, granted for his service as independent Chair. The number of DSUs granted was calculated based on Kenvue’s closing stock price on the date of grant. (3)Reflects the fees paid to Mr. Merlo from January 1, 2023 through May 7, 2023, pursuant to his consulting agreement.

  28. Key 2023 Compensation Decisions

    | Pre-Separation 2023 Compensation Decisions the J&J CBC | Post-Separation 2023 Compensation Decisions by the Kenvue CHCC | | | | | Annual Compensation Decisions: •Established 2023 base salaries for NEOs, considering their post-Separation roles. •Determined 2023 annual incentive design, including financial and strategic measures and performance goals for 2023. •Granted annual long-term incentive awards in February 2023, generally based on each executive’s role and performance in 2022. February 2023 long-term incentive awards did not consider NEOs’ roles in 2023. Separation-Related Compensation Decisions: •In 2022, approved one-time Engagement Awards to certain key employees who were critical to the continued success of the business and the Separation, including each of our NEOs. •Determined the conversion treatment of unvested J&J equity awards, and vested but unexercised options, at the time of the Separation. | Annual Compensation Decisions: •Adopted an incentive compensation recovery policy in accordance with NYSE requirements and a separate, broader misconduct-related compensation recoupment policy. •Approved a long-term incentive grant in December 2023 to provide our NEOs with competitive total compensation for 2023, given that the February 2023 long-term incentive grant provided by J&J did not consider each NEO’s 2023 role and responsibilities. •Approved the performance achievement level for the 2023 annual incentive program, including certain adjustments related to the Separation. Separation-Related Compensation Decisions: •Approved one-time Founder Shares awards for all employees, including our NEOs, to provide all employees with an equity stake in the newly formed company. NEOs’ Founder Shares align executives’ financial interests with our shareholders’ interests, and were entirely performance-based in the form of PSUs and options (each weighted 50%). |

  29. Executive Compensation Elements

    | Element | Base Salary | Annual Incentive | Long-Term Incentives | | Purpose | Provide market-competitive fixed pay that recognizes job responsibilities | Motivate executives to attain near-term priorities that are consistent with our long-term strategic goals | Motivate executives to attain long-term goals, and directly align executives with shareholder interests | | Vehicle | Cash | Cash | Mix of PSUs, options and RSUs |

  30. Peer Groups

    Peer Groups Prior to the Separation, the J&J CBC developed a Compensation Peer Group to help set compensation levels for our executive officers. The Compensation Peer Group consisted of the following 19 companies: J&J CBC-Approved Compensation Peer Group (informed pre-Separation decisions on 2023 Kenvue NEO compensation)

  31. Peer Groups

    | Bausch Health Companies Inc. | The Estée Lauder Companies Inc. | The Kraft Heinz Company | | Campbell Soup Company | General Mills, Inc. | Mondelēz International, Inc. | | Church & Dwight Co., Inc. | The Hershey Company | Perrigo Co Plc | | The Clorox Company | The J. M. Smucker Company | Teva Pharmaceutical Industries Ltd. | | The Coca-Cola Company | Kellanova (formerly Kellogg Co) | Viatris Inc. | | Colgate-Palmolive Company | Keurig Dr Pepper Inc. | | | Coty Inc. | Kimberly-Clark Corporation | |

  32. Peer Groups

    | | 2024 Proxy Statement | 39 |

  33. Peer Groups

    Kenvue Compensation Peer Group (informed post-Separation 2023 and 2024 decisions) Following the Separation, the Kenvue CHCC reviewed and refined the Compensation Peer Group, with input from its independent compensation consultant. The Kenvue CHCC used the following selection criteria to determine our Compensation Peer Group: •Industry: branded consumer products; •Size: generally within a range of 0.3x to 3.0x of our revenue; and •Geography: U.S. publicly traded companies with global operations. Based on the above criteria and relevant business dynamics, the Kenvue CHCC added two consumer goods companies (Conagra Brands and Hormel Foods) and removed four companies (Bausch Health, Coty, Teva, and Viatris) compared to the previous Compensation Peer Group. The Kenvue CHCC uses the below Compensation Peer Group to evaluate our pay levels and pay mix to ensure that our compensation programs are competitive. At the time of approval, Kenvue ranked at the 54th percentile on revenue of the Compensation Peer Group. The Kenvue CHCC also considers data from WTW's Executive Compensation Survey that is utilized by its independent compensation consultant, Semler Brossy Consulting Group ("Semler Brossy"), in its market benchmarking of executive officer pay levels. Kenvue Performance Peer Group (will inform Kenvue's relative TSR) The Kenvue CHCC also established a second peer group to assess Kenvue’s relative TSR, a measure applicable to post-Separation PSUs, to compare Kenvue's relative performance against a broader array of consumer companies. In addition to the companies in the Compensation Peer Group, this peer group includes thirteen additional consumer companies that have been excluded from the Compensation Peer Group for reasons of revenue, product mix, or their headquarters being located outside the United States.

  34. Peer Groups

    | 40 | 2024 Proxy Statement | |

  35. 2023 Total Direct Compensation Summary

    | Officer | Salary ($) | Target Annual Incentive (% Salary) | Target Annual Incentive ($) | Long-Term Incentive ($)(2) | Total Direct Compensation ($) | | T. Mongon | 1,250,000 | 170% | 2,125,000 | 7,450,000 | 10,825,000 | | P. Ruh | 680,000 | 100% | 680,000 | 2,039,100 | 3,399,100 | | E. Xie | 595,000 | 85% | 505,750 | 1,744,240 | 2,844,990 | | C. Lawson(1) | 665,120 | 85% | 565,352 | 1,925,894 | 3,156,366 | | M. Stevens | 595,000 | 85% | 505,750 | 1,879,976 | 2,980,726 |

  36. 2023 Total Direct Compensation Summary

    | Officer | February 2023 Long- term Incentive Award ($) | December 2023 Long- term Incentive Award ($) | Total Long-Term Incentive Award ($) | | T. Mongon | 5,250,000 | 2,200,000 | 7,450,000 | | P. Ruh | 809,100 | 1,230,000 | 2,039,100 | | E. Xie | 1,284,240 | 460,000 | 1,744,240 | | C. Lawson | 1,405,894 | 520,000 | 1,925,894 | | M. Stevens | 999,976 | 880,000 | 1,879,976 |

  37. Annual Incentive

    Annual Incentive This section describes our 2023 annual incentive program design. The Kenvue CHCC has adopted a different annual incentive program design for 2024 that is described in more detail below in the section titled "—2024 Incentive Program Design". In early 2023, prior to the Separation, the J&J CBC established the 2023 incentive plan design for our NEOs, informed by our business priorities and market practices. Under the 2023 annual incentive plan, payouts were based on actual performance against pre-established financial goals (70% weighting) and strategic measures (30% weighting). In the case of NEOs other than the CEO, actual payouts were also subject to a modifier based on individual performance. Maximum payout under the annual incentive plan was capped at 200% of target.

  38. Annual Incentive

    | CEO only: | | | | | All Other Executive Officers: | | | | | | | | Target Annual Incentive ($) | | Kenvue Compensation Factor 0-200% | | Final Annual Incentive Payout 0-200% of Target | Target Annual Incentive ($) | | Kenvue Compensation Factor 0-200% | | Individual Compensation Factor 0-170% | | Final Annual Incentive Payout 0-200% of Target | | | | Financial 70% Strategic 30% | | | | | Financial 70% Strategic 30% | | | | | | Capped at 200% Overall | | | | | Capped at 200% Overall | | | | | | |

  39. Annual Incentive

    Following completion of the Separation, the Kenvue CHCC reviewed the annual incentive plan that was previously approved by J&J and acknowledged the following: •There would be no changes to the incentive opportunities for NEOs. •The Adjusted operational net income measure, as originally defined by J&J, was not sufficiently aligned with Kenvue’s operating performance, as it excluded the costs of certain global functions necessary to operate as a standalone public company. Accordingly, the Kenvue CHCC determined to include these costs in the Adjusted operational net income measure. See “— Kenvue Compensation Factor”. •Adjustments would be made, as reflected in the table below, to ensure like-for-like comparisons to the 2023 annual incentive plan targets approved by the J&J CBC.

  40. Annual Incentive

    | | 2024 Proxy Statement | 43 |

  41. Annual Incentive

    | Adjustment Category | Rationale | | Separation and stand-up costs | •Transition, stand-up and the incremental costs to operate as a standalone company that were not reflected in the J&J CBC-approved performance targets •Other non-recurring carve-out adjustments and costs associated with the transformation into a standalone company that were not reflected in the J&J CBC-approved performance targets | | Tax-related items | •Differences in the effective tax rate between operating as the Consumer Health business of J&J as contemplated in the J&J CBC-approved performance targets, and operating as a standalone company |

  42. Financial Performance

    | Measure | Weighting (% of Financial) | Threshold (50% of Target Payout) | Target (100% of Target Payout) | Maximum (200% of Target Payout) | Payout % | | Operational sales ($M)(1) | | | | | 118% | | Adjusted operational net income ($M)(2) | | | | | 55%(2) | | Free cash flow ($M)(3) | | | | | 153% | | Aggregate Financial Score | | | | | 109% |

  43. Financial Performance

    (1)Operational sales is a non-GAAP financial measure used for purposes of the annual incentive plan. Operational sales means our reported GAAP Net sales for the fiscal year ended December 31, 2023, excluding the impact of changes in foreign currency exchange rates compared to the original target. (2)Adjusted operational net income is a non-GAAP financial measure used for purposes of the annual incentive plan. Adjusted operational net income means net income adjusted to exclude special items as identified in our reported non-GAAP Adjusted net income measure and stand-up costs that were not reflected in the performance goals approved by the J&J CBC. Adjusted operational net income, as originally defined by the J&J CBC, excluded the impact of expenses related to certain global functions because Kenvue was a wholly owned subsidiary when J&J established these metrics. If we excluded the impact of expenses related to certain global functions, as originally defined by the J&J CBC, the threshold, target and maximum goals in millions would have been $3,103; $3,266; and $3,429, respectively; Kenvue's 2023 Adjusted operational net income would have been $3,360, equivalent to achievement at 157%. (3)Free cash flow is a non-GAAP financial measure. Free cash flow for purposes of the 2023 annual incentive plan means our externally reported non-GAAP Free cash flow for the fiscal year ended December 31, 2023, adjusted to account for Separation and stand-up costs that were not reflected in the performance goals approved by the J&J CBC.

  44. Strategic Performance

    Strategic Performance In 2023 our NEOs played an integral role in executing the IPO, completing the Separation and successfully developing the infrastructure required to operate as a standalone public company. Our NEOs led successful improvements in supply chain resiliency and efficiency, fueling margin expansion and better positioning Kenvue for sustainable, profitable long-term growth. Additionally, our NEOs delivered strong results in key people pillars, drove high levels of employee engagement and empowered our new organization with Kenvue's Purpose and Values. The J&J CBC approved our strategic scorecard with three areas of strategic focus— Execution, People and Separation— along with associated qualitative and quantitative goals. The strategic scorecard is 30% of our Kenvue Compensation Factor. The table below summarizes the Kenvue CHCC’s assessment of performance for the year.

  45. Earned Annual Incentives

    Earned Annual Incentives Based on the performance achievements described above, the following annual incentives were earned by our NEOs for 2023 performance.

  46. Earned Annual Incentives

    | Officer | Target Annual Incentive | | Performance Factor (% of Target) | | Earned Annual Incentive (a x b x c) | | | Percentage of Salary | Value (a) | Business Performance (b) | Individual Performance (c) | | | T. Mongon | 170% | $2,125,000 | 95% | N/A | $2,018,750 | | P. Ruh | 100% | $680,000 | 95% | 100% | $646,000 | | E. Xie | 85% | $505,750 | 95% | 80% | $384,370 | | C. Lawson(1) | 85% | $565,352 | 95% | 120% | $644,501 | | M. Stevens | 85% | $505,750 | 95% | 100% | $480,463 |

  47. Earned Annual Incentives

    (1)To determine Mr. Lawson's target annual incentive, his salary has been converted from CHF to USD based on the fiscal year-end exchange rate of 1 CHF to 1.1892 USD.

  48. Annual Long-Term Incentive Grants

    Annual Long-Term Incentive Grants Our long-term incentive plan is intended to motivate the attainment of our long-term goals and provide direct alignment to the experience of shareholders through the link to stock price performance. In 2023, awards were granted as a combination of PSUs, stock options and RSUs, which we believe balances our complementary priorities of driving financial performance, creating shareholder value and motivating and retaining executive officers. As a result of our Separation, our executive officers received a portion of their annual long-term incentive grant in February 2023 and the remainder in December 2023. In February 2023, consistent with its standard equity grant practice, J&J granted equity awards to our NEOs based on each NEO’s role and performance in 2022. For our NEOs, this meant that the February 2023 long-term incentive award values did not reflect the 2023 long-term incentive target values for their roles at Kenvue, which commenced on January 1, 2023, and included significantly increased responsibilities. Therefore, the Kenvue CHCC approved an incremental long-term incentive grant in December 2023 to provide competitive total compensation for 2023 to our executive officers. The Kenvue CHCC worked with its independent compensation consultant to determine the award size. The combined value of these grants provided market-competitive long-term incentives to our NEOs. The table below shows the total grant-date target long-term incentive values of the February 2023 and December 2023 awards.

  49. Annual Long-Term Incentive Grants

    | Officer | February 2023 Value ($) | December 2023 Value ($) | Total ($) | | T. Mongon | 5,250,000 | 2,200,000 | 7,450,000 | | P. Ruh | 809,100 | 1,230,000 | 2,039,100 | | E. Xie | 1,284,240 | 460,000 | 1,744,240 | | C. Lawson | 1,405,894 | 520,000 | 1,925,894 | | M. Stevens | 999,976 | 880,000 | 1,879,976 |

  50. Annual Long-Term Incentive Grants

    The long-term incentive mixes for the two grants were as follows: •February 2023: •Mr. Mongon, as a J&J executive officer, received a combination of J&J PSUs (60%), stock options (30%) and RSUs (10%) •Other NEOs received a combination of J&J PSUs (50%), stock options (30%) and RSUs (20%) •These awards were converted from J&J PSUs, RSUs and stock options into Kenvue RSUs and stock options at Separation as described in more detail below in the section titled "—Conversion of J&J Long-Term Incentive Awards". •December 2023: All NEOs received a combination of Kenvue PSUs (50%), stock options (30%) and RSUs (20%)

  51. Annual Long-Term Incentive Grants

    | | 2024 Proxy Statement | 47 |

  52. Annual Long-Term Incentive Grants

    The table below shows key features of the February and December 2023 long-term incentive grants.

  53. Key Features at Grant

    | | | | PSUs | | | •Awards vest subject to performance goals based on J&J three-year cumulative adjusted operational EPS (50%) and three-year compound annual TSR relative to peers (50%) •PSUs were converted to RSUs at Separation •Awards vest fully after three years •No dividends or dividend equivalents | •Awards vest subject to Kenvue TSR relative to the Kenvue Performance Peer Group over a three-year performance period from December 1, 2023 to November 30, 2026 •See "Payout Table for the December 2023 PSU Awards" below for details •Awards vest fully after three years •Dividend equivalents accrue and are reinvested in additional PSUs | | Stock Options | | | •Awards granted with a strike price equal to the market price on the date of grant and have a 10-year term •Awards vest in equal tranches annually over three years | | | RSUs | | | •Awards vest in equal tranches annually over three years •No dividends or dividend equivalents | •Awards vest in equal tranches annually over three years •Dividend equivalents accrue and are reinvested in additional RSUs |

  54. Key Features at Grant

    | Performance | Relative TSR Rank vs. Performance Peers(1) | Payout (% of Target)(2) | Payout (% of Target) if TSR is Negative Over Performance Period | | Maximum | 80th percentile or better | 200% | 100% | | Target | 55th percentile | 100% | 100% | | Threshold | 30th percentile | 50% | 50% | | Below Threshold | Below the 30th percentile | 0% | 0% |

  55. Key Features at Grant

    (1)Kenvue Performance Peer Group detailed above under the section “—Executive Compensation Decision Making Process – Kenvue Performance Peer Group”. (2)Performance will be interpolated between threshold and target, and between target and maximum on a straight-line basis.

  56. Conversion of J&J Long-Term Incentive Awards (Approved by the J&J CBC)

    Conversion of J&J Long-Term Incentive Awards (Approved by the J&J CBC) Prior to Separation, the J&J CBC approved the methodology for converting unvested (and for stock options, vested but unexercised) J&J long-term incentive awards into Kenvue long-term incentive awards with guidance from its independent compensation consultant, and after considering market practices. The conversion methodology was applied consistently for all J&J long-term incentive awards held by Kenvue employees and pursuant to the terms of the Employee Matters Agreement entered into by J&J and Kenvue on May 3, 2023. Unvested stock options and RSUs, as well as vested but unexercised stock options, were converted in a manner that preserved their value immediately preceding the Separation, while also maintaining the original award terms and vesting schedules. J&J PSUs were converted into Kenvue RSUs using the methodology listed below:

  57. Conversion of J&J Long-Term Incentive Awards (Approved by the J&J CBC)

    | J&J PSU Performance Period | Treatment | | 2021 – 2023 | •Converted into Kenvue RSUs based on actual J&J performance for the first two years of the performance period based on the previously approved goals of cumulative adjusted operational EPS (50%) and relative TSR (CAGR) (50%) through December 31, 2022 •Awards vested in February 2024 pursuant to the original three-year vesting period | | 2022 – 2024 and 2023 – 2025 | •Converted into Kenvue RSUs using the target number of PSUs, with no adjustment for performance •Conversion preserved the value immediately preceding the Separation •Awards will continue to be subject to the original three-year vesting period |

  58. Founder Shares (Approved by the Kenvue CHCC)

    Founder Shares (Approved by the Kenvue CHCC) Following the Separation, the Kenvue CHCC approved the grant of Founder Shares to all active employees, including our NEOs. The Kenvue CHCC considered market practices of other companies that have gone through similar separation transactions. These awards were approved to: •Align management with shareholders’ interests through performance-based equity awards; •Provide incentives to management to create long-term and sustained enterprise value; and •Enhance engagement and create a sense of ownership. Founder Shares granted to executives were entirely performance-based, with 50% of the target award value granted in the form of PSUs and 50% in the form of stock options, as described below.

  59. Founder Shares (Approved by the Kenvue CHCC)

    (1)Reflects grant date value assuming target performance. Stock options will fully vest three years from the date of grant, with no interim vesting. Stock options have a ten-year term and an exercise price equal to the market value of our stock on the grant date.

  60. Founder Shares (Approved by the Kenvue CHCC)

    | Performance | Relative TSR Rank vs. Performance Peers(1) | Payout (% of Target)(2) | Payout (% of Target) if TSR is Negative Over Performance Period | | Maximum | 80th percentile or better | 200% | 100% | | Target | 55th percentile | 100% | 100% | | Threshold | 30th percentile | 50% | 50% | | Below Threshold | Below the 30th percentile | 0% | 0% |

  61. Founder Shares (Approved by the Kenvue CHCC)

    (1)Kenvue Performance Peer Group detailed above under the section “Executive Compensation Decision Making Process – Kenvue Performance Peer Group”. (2)Performance will be interpolated between threshold and target, and between target and maximum on a straight-line basis.

  62. 2024 Annual Incentive Plan Design

    2024 Annual Incentive Plan Design Our 2024 annual incentive plan for executive officers will be based 70% on company performance and 30% on individual performance. The following performance measures will be used to evaluate the company performance portion of the annual incentive plan:

  63. 2024 Annual Incentive Plan Design

    | Measure(1) | Weighting (% of Financial) | How it aligns with our strategic priorities | | Organic net sales | | Incentivizes the delivery of top-line growth, which is a key driver of value creation in the consumer staples industry | | Adjusted gross profit margin | | Incentivizes margin-accretive top-line growth | | Adjusted net income | | Incentivizes profit generation in support of robust free cash flows | | Free cash flow | | Incentivizes robust free cash flow generation to enable execution of Kenvue's capital allocation strategy |

  64. 2024 Annual Incentive Plan Design

    (1)These are non-GAAP financial measures. For purposes of measuring incentive performance, these measures exclude certain items affecting comparability, including the impact of changes in foreign currency exchange rates, acquisitions and divestitures, and other corporate adjustments. See the Appendix for a definition of each measure.

  65. 2024 Annual Incentive Plan Design

    | 52 | 2024 Proxy Statement | |

  66. 2024 Annual Incentive Plan Design

    Additionally, 30% of the annual incentive plan for executive officers will be based on individual performance, which will include goals reflecting each executive’s immediate areas of accountability and impact in the context of the Company’s strategic priorities, including operational, people-related, and, as applicable, regional financial performance goals.

  67. 2024 Long-Term Incentive Award Design

    2024 Long-Term Incentive Award Design Annual long-term incentive awards granted to our executive officers in 2024 consist of 50% PSUs, 30% options and 20% RSUs. Options and RSUs will vest in equal tranches on the first, second and third anniversaries of the grant date, subject to each executive’s continued service through each vesting date. PSUs will vest following the end of the three-year performance period on December 31, 2026, subject to continued service through the date the Kenvue CHCC certifies performance under the PSUs and achievement with respect to the following performance measures:

  68. 2024 Long-Term Incentive Award Design

    | PSU Performance Measure(1) | Weighting | How it aligns with our strategic priorities | | Organic net sales(2) | | Incentivizes the delivery of top-line growth; given Net sales is a key driver of value creation in the consumer staples industry, we include it in both our 2024 annual incentive plan and 2024 PSU design | | Adjusted diluted earnings per share(2) | | Incentivizes profit generation in support of robust free cash flows | | Relative TSR | Modifier | Incentivizes market-leading long-term value creation, above that of our performance peers |

  69. 2024 Long-Term Incentive Award Design

    (1)Organic net sales and Adjusted diluted earnings per share are non-GAAP financial measures. For purposes of measuring incentive performance, these measures exclude certain items affecting comparability, including the impact of changes in foreign currency exchange rates, acquisitions and divestitures, and other corporate adjustments. See the Appendix for a definition of each measure. (2)Measured as a compound annual growth rate (“CAGR”). The initial payout range of the PSUs is 0% to 200% depending on the achievement of Organic net sales CAGR and Adjusted diluted earnings per share CAGR. The payout is then subject to a modification based on relative TSR, as shown below.

  70. 2024 Long-Term Incentive Award Design

    | Relative TSR Ranking | Applied Modifier | | <25th percentile against performance peer group | 0.75 | | 25th - 75th percentiles against performance peer group | 1 | | >75th percentile against performance peer group | 1.25 |

  71. 2024 Long-Term Incentive Award Design

    The maximum payout is capped at 200% of target. Dividend equivalents accrue for PSUs and RSUs and will be reinvested in additional PSUs and RSUs, respectively.

  72. 2024 Long-Term Incentive Award Design

    | | 2024 Proxy Statement | 53 |

  73. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant In connection with the IPO, the Kenvue CHCC appointed Semler Brossy to serve as its independent compensation consultant. Semler Brossy provides services related to our executive compensation program, including reviewing and advising on: •Our compensation and performance peer groups; •Compensation setting for our executive officers, including market benchmarking of pay levels; •Market competitive practices among peers and their relevance for Kenvue as they relate to incentive design and incentive goals; •Form and amount of executive perquisites; •Governance-related items including stock ownership guidelines, compensation clawback policies, and treatment of equity upon termination; and •Compensation setting for our Board, including market benchmarking of pay levels. Semler Brossy reports directly to the Kenvue CHCC. As part of the appointment process, the Kenvue CHCC reviewed the independence of Semler under NYSE and SEC rules and concluded that Semler Brossy is independent. In reaching this conclusion, the Kenvue CHCC considered factors relevant to the consultant’s independence, including the six factors set forth in the NYSE listing standards.

  74. Compensation Clawback Policies

    In addition, our equity award agreements provide for forfeiture and/or recoupment of all or a portion of the equity award if the employee fails to comply with any non-competition and non-solicitation agreements with us.

  75. Limited Employment Agreements

    Limited Employment Agreements As is customary for all employees in Switzerland, Mr. Lawson is subject to an employment agreement that sets forth his position, working conditions, compensation and benefits and certain continued salary payments if Mr. Lawson is prevented from working through no fault of his own (e.g., accident or illness). None of our other executive officers is subject to an employment agreement.

  76. Severance Arrangements

    Severance Arrangements We provide an executive severance program to promote orderly succession for key roles. We also believe that the executive severance program serves as an incentive for our executive officers to remain employed and focused on their responsibilities during the threat or negotiation of a transaction that may involve a change of control of the Company. This helps preserve our value and the potential benefit to be received by our shareholders in such a transaction. See additional details below under the section titled “—Potential Payments upon Termination or Change of Control”.

  77. Severance Arrangements

    | 56 | 2024 Proxy Statement | |

  78. Equity Grant Process

    Equity Grant Process The Kenvue CHCC adopted equity grant guidelines which outline the process and procedure for granting long-term incentive awards, including stock options. Unless otherwise approved by the Kenvue CHCC, annual long-term incentive awards are granted at a predetermined time each year, following a regularly scheduled Kenvue CHCC meeting in the first quarter. Long-term incentive awards for new hires or special awards for recognition or retention purposes are generally made on the first trading day of the applicable month. Additionally, equity grants to executive officers will not be made within four days before or one day after the release of material non-public information. The grant date of any award is no earlier than the date on which such award is approved.

  79. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation of our NEOs for 2023, 2022 and 2021, as applicable. Such compensation was paid or granted by J&J prior to the Separation and by Kenvue after the Separation.

  80. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Thibaut Mongon Chief Executive Officer | 2023 | 1,243,750 | 1,500,000 | 9,298,884 | 5,633,435 | 2,018,750 | — | 27,774 | 19,722,593 | | | 2022 | 917,308 | — | 3,681,233 | 1,436,969 | 798,000 | 62,000 | 196,900 | 7,092,410 | | | 2021 | 871,154 | — | 3,962,962 | 1,449,005 | 1,185,129 | 230,000 | 206,210 | 7,904,460 | | Paul Ruh Chief Financial Officer | 2023 | 666,923 | 1,000,000 | 2,450,206 | 1,376,728 | 646,000 | — | 14,619 | 6,154,476 | | | 2022 | 569,715 | — | 711,666 | 281,985 | 269,352 | 29,000 | 23,379 | 1,885,097 | | | 2021 | 504,377 | — | 749,700 | 270,007 | 393,262 | 111,000 | 22,697 | 2,051,043 | | Ellie Bing Xie Group President, Asia Pacific | 2023 | 593,848 | 750,000 | 1,989,965 | 1,159,166 | 384,370 | — | 1,211,574 | 6,088,923 | | | 2022 | 532,008 | — | 900,634 | 356,890 | 345,140 | 12,000 | 1,024,212 | 3,170,884 | | | 2021 | 473,631 | — | 763,229 | 278,705 | 477,391 | 111,000 | 745,957 | 2,849,913 | | Carlton Lawson Group President, Europe, Middle East and Africa(8) | 2023 | 665,120 | 750,000 | 2,140,379 | 1,228,661 | 644,501 | 279,000 | 215,441 | 5,923,102 | | | 2022 | 535,500 | — | 926,115 | 366,973 | 434,654 | — | 185,802 | 2,449,044 | | Meredith Stevens Chief Operations Officer | 2023 | 593,556 | 750,000 | 2,143,274 | 1,199,893 | 480,463 | — | 14,483 | 5,181,669 | | | 2022 | 517,115 | — | 765,611 | 303,337 | 321,923 | 114,000 | 23,270 | 2,045,256 | | | 2021 | 499,369 | — | 803,634 | 291,595 | 436,964 | 143,000 | 22,472 | 2,197,034 |

  81. Summary Compensation Table

    (1)Reflects base salaries paid during the applicable year. (2)Bonus amounts for 2023 reflect first tranche of Engagement Awards, which were approved by J&J's Compensation & Benefits Committee in connection with the Separation. See “Separation-Related Compensation” in the Compensation Discussion & Analysis for further details. (3)Amounts reported for 2023 represent the aggregate grant date fair value of annual PSU grants, annual RSU grants and Founder Shares PSU grants awarded to the NEOs in fiscal year 2023. Grant date fair value is calculated in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating these values can be found in Note 11 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. All J&J PSU and RSU awards that were outstanding at the time of the Separation were converted into Kenvue RSUs in accordance with the Employee Matters Agreement in a manner that preserved the award's value. This conversion of the awards was considered a modification for accounting purposes and resulted in additional compensation expense for Kenvue but did not result in additional value for any of the relevant executives. For additional details, see Note 11 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The values reported in the table for PSUs assume a future payout at the target level. If performance is achieved at the maximum level resulting in maximum payout, the aggregate value of the awards would be: Mr. Mongon, $10,537,727; Mr. Ruh, $3,297,495; Ms. Xie, $2,032,639; Mr. Lawson, $2,142,449; and Ms. Stevens, $2,561,609. If performance is achieved below the threshold level, the aggregate value of the awards for each of our NEOs would be zero. A discussion of the assumptions used in calculating these values can be found in Note 11 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. J&J PSUs granted prior to the Separation were converted into Kenvue RSUs at target. While it is not possible for these awards to pay out at maximum due to their conversion into RSUs at target, the aggregate maximum value of the J&J PSUs at the time of grant would have been: Mr. Mongon, $6,130,218; Mr. Ruh, $787,399; Ms. Xie, $1,249,619; Mr. Lawson, $1,368,077; and Ms. Stevens, $972,926.

  82. Summary Compensation Table

    | 58 | 2024 Proxy Statement | |

  83. Summary Compensation Table

    (4)Amounts reported for 2023 represent the aggregate grant date fair value of annual stock option grants and Founder Shares stock option grants awarded to the NEOs in fiscal year 2023 and do not reflect the value of shares actually received or which may be received in the future with respect to such stock options. Grant date fair value is calculated in accordance with FASB ASC Topic 718. A discussion of the assumptions used in calculating these values can be found in Note 11 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. All J&J stock option awards that were outstanding at the time of the Separation were converted into Kenvue option awards in a manner that preserved the award's value. This conversion of the awards was considered a modification for accounting purposes and resulted in additional compensation expense for Kenvue but did not result in additional value for any of the relevant executives. For additional details see Note 11 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. (5)Amounts reported represent the annual cash incentive paid to our NEOs. For more information on the determination of these amounts based on achievement of 2023 and individual performance, please see the Compensation Discussion & Analysis. (6)Amounts reported reflect the annual increase in the present value of accrued pension benefits. This column excludes 2023 pension benefits under any of J&J's pension plans and non-qualified deferred compensation plans that remained at J&J and for which we did not assume any liability. (7)All Other Compensation includes: perquisites and other personal benefits; and employer contributions to our 401(k) Savings Plan, as applicable.

  84. Summary Compensation Table

    | | Perquisites and Other Personal Benefits | | | | | Name | International Assignment & Localization Benefits ($) | Other ($) | Registrant Contributions to Defined Contribution Plans ($) | Total ($) | | Thibaut Mongon | — | 13,016 | 14,758 | 27,774 | | Paul Ruh | — | — | 14,619 | 14,619 | | Ellie Bing Xie | 1,201,328 | — | 10,246 | 1,211,574 | | Carlton Lawson | 183,332 | 32,108 | — | 215,441 | | Meredith Stevens | — | — | 14,483 | 14,483 |

  85. Summary Compensation Table

    Details for the amounts set forth in the Perquisites and Other Personal Benefits columns are as follows: •Thibaut Mongon: $13,016, which includes personal use of company car and driver, home security-related costs, company-paid life insurance premiums, and reimbursement of one round-trip flight for business-related spousal travel. •Ellie Bing Xie: $1,201,328, which consists of expenses paid pursuant to the Company’s standard global mobility program in connection with her international assignment to Singapore at our request. In line with market practice, these benefits are generally available to all global mobility employees. Specifically, this amount consists of (1) $1,131,474 related to tax equalization, tax preparation and housing and (2) $69,854 related to items such as transportation and cost of living adjustments. The amounts described in (1) and (2) are inclusive of reimbursement of taxes incurred in connection with such benefits. •Carlton Lawson: $215,441, related to his relocation and localization to Switzerland, including $122,725 for his contractual housing allowance; $60,607 related to relocation expenses, supplemental health insurance and tax preparation services; and $32,108 for a company car allowance, in accordance with Kenvue’s policies for employees located in Switzerland. (8)Cash amounts for Mr. Lawson have been converted from CHF to USD based on the fiscal year-end exchange rate of 1 CHF to 1.1892 USD. Position reflects Mr. Lawson's title during 2023.

  86. Summary Compensation Table

    | | 2024 Proxy Statement | 59 |

  87. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides information regarding grants of plan-based awards to our NEOs during the fiscal year ended December 31, 2023. The table includes equity awards granted by J&J prior to the Separation. The amounts reflected in the table for equity awards granted by J&J prior to the Separation represent the number of shares underlying the applicable award and, where applicable, the exercise price of the applicable award, in each case, after giving effect to the conversion of J&J equity into Kenvue equity in connection with the Separation. The grant date fair value represents the value on the “Grant Date” indicated in the table below, when such awards were originally granted as J&J equity awards.

  88. Grants of Plan-Based Awards

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards (10)($) | | Name | Award | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Thibaut Mongon | Annual Incentive(1) | | | 1,062,500 | 2,125,000 | 4,250,000 | — | — | — | — | — | — | — | | | 2023 - 2025 PSUs(2) | 2/13/2023 | 2/13/2023 | — | — | — | 78,209 | 156,417 | 312,834 | — | — | — | 3,065,109 | | | RSUs(3) | 2/13/2023 | 2/13/2023 | — | — | — | — | — | — | 25,314 | — | — | 524,926 | | | Stock Options(4) | 2/13/2023 | 2/13/2023 | — | — | — | — | — | — | — | 418,970 | 21.97 | 1,575,000 | | | Founder PSUs(5) | 10/2/2023 | 8/25/2023 | — | — | — | — | 167,245 | 334,490 | — | — | — | 3,883,429 | | | Founder Stock Options(6) | 10/2/2023 | 8/25/2023 | — | — | — | — | — | — | — | 880,424 | 20.32 | 3,398,437 | | | Dec 2023 PSUs(7) | 12/7/2023 | 12/4/2023 | — | — | — | — | 52,859 | 105,718 | — | — | — | 1,385,434 | | | Dec 2023 RSUs(8) | 12/7/2023 | 12/4/2023 | — | — | — | — | — | — | 21,143 | — | — | 439,986 | | | Dec 2023 Stock Options(9) | 12/7/2023 | 12/4/2023 | — | — | — | — | — | — | — | 194,117 | 20.81 | 659,998 | | Paul Ruh | Annual Incentive(1) | | | 340,000 | 680,000 | 1,360,000 | — | — | — | — | — | — | — | | | 2023 - 2025 PSUs(2) | 2/13/2023 | 2/13/2023 | — | — | — | 10,046 | 20,091 | 40,182 | — | — | — | 393,700 | | | RSUs(3) | 2/13/2023 | 2/13/2023 | — | — | — | — | — | — | 7,801 | — | — | 161,764 | | | Stock Options(4) | 2/13/2023 | 2/13/2023 | — | — | — | — | — | — | — | 64,569 | 21.97 | 242,732 | | | Founder PSUs(5) | 10/2/2023 | 8/25/2023 | — | — | — | — | 37,647 | 75,294 | — | — | — | 874,163 | | | Founder Stock Options(6) | 10/2/2023 | 8/25/2023 | — | — | — | — | — | — | — | 198,186 | 20.32 | 764,998 | | | Dec 2023 PSUs(7) | 12/7/2023 | 12/4/2023 | — | — | — | — | 29,553 | 59,106 | — | — | — | 774,584 | | | Dec 2023 RSUs(8) | 12/7/2023 | 12/4/2023 | — | — | — | — | — | — | 11,821 | — | — | 245,995 | | | Dec 2023 Stock Options(9) | 12/7/2023 | 12/4/2023 | — | — | — | — | — | — | — | 108,529 | 20.81 | 368,999 |

  89. Grants of Plan-Based Awards

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  90. Grants of Plan-Based Awards

    | Ellie Bing Xie | Annual Incentive(1) | | | 252,875 | 505,750 | 1,011,500 | — | — | — | — | — | — | — | | | 2023 - 2025 PSUs(2) | 2/13/2023 | 2/13/2023 | — | — | — | 15,943 | 31,885 | 63,770 | — | — | — | 624,810 | | | RSUs(3) | 2/13/2023 | 2/13/2023 | — | — | — | — | — | — | 12,386 | — | — | 256,856 | | | Stock Options(4) | 2/13/2023 | 2/13/2023 | — | — | — | — | — | — | — | 102,484 | 21.97 | 385,263 | | | Founder PSUs(5) | 10/2/2023 | 8/25/2023 | — | — | — | — | 31,294 | 62,588 | — | — | — | 726,647 | | | Founder Stock Options(6) | 10/2/2023 | 8/25/2023 | — | — | — | — | — | — | — | 164,742 | 20.32 | 635,904 | | | Dec 2023 PSUs(7) | 12/7/2023 | 12/4/2023 | — | — | — | — | 11,052 | 22,104 | — | — | — | 289,673 | | | Dec 2023 RSUs(8) | 12/7/2023 | 12/4/2023 | — | — | — | — | — | — | 4,420 | — | — | 91,980 | | | Dec 2023 Stock Options(9) | 12/7/2023 | 12/4/2023 | — | — | — | — | — | — | — | 40,588 | 20.81 | 137,999 | | Carlton Lawson | Annual Incentive(1) | | | 282,676 | 565,352 | 1,130,703 | — | — | — | — | — | — | — | | | 2023 - 2025 PSUs(2) | 2/13/2023 | 2/13/2023 | — | — | — | 17,454 | 34,907 | 69,814 | — | — | — | 684,039 | | | RSUs(3) | 2/13/2023 | 2/13/2023 | — | — | — | — | — | — | 13,557 | — | — | 281,128 | | | Stock Options(4) | 2/13/2023 | 2/13/2023 | — | — | — | — | — | — | — | 112,197 | 21.97 | 421,773 | | | Founder PSUs(5) | 10/2/2023 | 8/25/2023 | — | — | — | — | 32,032 | 64,064 | — | — | — | 743,783 | | | Founder Stock Options(6) | 10/2/2023 | 8/25/2023 | — | — | — | — | — | — | — | 168,624 | 20.32 | 650,889 | | | Dec 2023 PSUs(7) | 12/7/2023 | 12/4/2023 | — | — | — | — | 12,493 | 24,986 | — | — | — | 327,442 | | | Dec 2023 RSUs(8) | 12/7/2023 | 12/4/2023 | — | — | — | — | — | — | 4,997 | — | — | 103,988 | | | Dec 2023 Stock Options(9) | 12/7/2023 | 12/4/2023 | — | — | — | — | — | — | — | 45,882 | 20.81 | 155,999 | | Meredith Stevens | Annual Incentive(1) | | | 252,875 | 505,750 | 1,011,500 | — | — | — | — | — | — | — | | | 2023 - 2025 PSUs(2) | 2/13/2023 | 2/13/2023 | — | — | — | 12,413 | 24,825 | 49,650 | — | — | — | 486,463 | | | RSUs(3) | 2/13/2023 | 2/13/2023 | — | — | — | — | — | — | 9,645 | — | — | 200,016 | | | Stock Options(4) | 2/13/2023 | 2/13/2023 | — | — | — | — | — | — | — | 79,801 | 21.97 | 299,989 | | | Founder PSUs(5) | 10/2/2023 | 8/25/2023 | — | — | — | — | 31,294 | 62,588 | — | — | — | 726,647 | | | Founder Stock Options(6) | 10/2/2023 | 8/25/2023 | — | — | — | — | — | — | — | 164,742 | 20.32 | 635,904 | | | Dec 2023 PSUs(7) | 12/7/2023 | 12/4/2023 | — | — | — | — | 21,143 | 42,286 | — | — | — | 554,158 | | | Dec 2023 RSUs(8) | 12/7/2023 | 12/4/2023 | — | — | — | — | — | — | 8,457 | — | — | 175,990 | | | Dec 2023 Stock Options(9) | 12/7/2023 | 12/4/2023 | — | — | — | — | — | — | — | 77,647 | 20.81 | 264,000 |

  91. Grants of Plan-Based Awards

    (1)Amounts represent the potential range of annual cash incentive amounts for 2023 performance. Actual amount earned for fiscal year 2023 performance is reported under the "Non-Equity Incentive Plan Compensation" column in the Summary Compensation Table. Cash amounts for Mr. Lawson have been converted from CHF to USD based on the fiscal year-end exchange rate of 1 CHF to 1.1892 USD. (2)Amounts represent the potential payout of PSU awards granted by the J&J CBC in February 2023. Although this award was granted as a PSU with threshold and maximum payouts of 50% and 200% of target, as reflected in the table above on an as-converted basis, these J&J PSUs converted into Kenvue RSUs at the target level in connection with the Separation, in accordance with the Employee Matters Agreement, as described further in Note (3) to the Summary Compensation Table. Consequently, these awards are no longer subject to payout based on performance and will vest on the third anniversary of the grant date.

  92. Grants of Plan-Based Awards

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  93. Grants of Plan-Based Awards

    (3)Amounts represent annual RSU awards granted by the J&J CBC in February 2023. These J&J RSU awards converted into Kenvue RSUs in connection with the Separation, in accordance with the Employee Matters Agreement, as described further in Note (3) to the Summary Compensation Table. These annual RSU awards vest in three equal annual installments, beginning on the first anniversary of the grant date. (4)Amounts represent annual stock option awards granted by the J&J CBC in February 2023. These J&J stock option awards converted into Kenvue stock options in connection with the Separation, in accordance with the Employee Matters Agreement, as described further in Note (3) to the Summary Compensation Table. These annual stock option awards vest in three equal annual installments, beginning on the first anniversary of the grant date. (5)Amounts represent the potential payout of Founder Shares PSUs granted by the Kenvue CHCC, as described under “Compensation Discussion & Analysis – Separation-Related Compensation Decisions”. Founder Shares PSUs vest subject to TSR relative to the Kenvue Performance Peer Group over a three-year performance period. (6)Amounts represent Founder Shares Stock Options granted by the Kenvue CHCC, as described under “Compensation Discussion & Analysis – Separation-Related Compensation Decisions”. Founder Shares Stock Options vest in full on the third anniversary of the grant date. (7)Amounts represent the potential payout of annual PSU awards granted by Kenvue. As a result of the Separation, our executive officers received a portion of their annual long-term incentive grant from J&J in February 2023 and the remainder from Kenvue in December 2023, as described under "Compensation Discussion & Analysis - Annual Long-Term Incentive Grants". The December 2023 annual PSUs granted by Kenvue vest subject to TSR relative to the Kenvue Performance Peer Group over a three-year performance period. (8)Amounts represent annual RSU awards granted by Kenvue. As a result of the Separation, our executive officers received a portion of their annual long-term incentive grant in February 2023 and the remainder in December 2023, as described under "Compensation Discussion & Analysis - Annual Long-Term Incentive Grants". These annual RSU awards vest in three equal annual installments, beginning on the first anniversary of the grant date. (9)Amounts represent annual stock option awards granted by Kenvue. As a result of the Separation, our executive officers received a portion of their annual long-term incentive grant in February 2023 and the remainder in December 2023, as described under "Compensation Discussion & Analysis - Annual Long-Term Incentive Grants". These annual stock option awards vest in three equal annual installments, beginning on the first anniversary of the grant date. (10)Grant date fair value computed in accordance with FASB ASC Topic 718.

  94. Grants of Plan-Based Awards

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  95. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes the outstanding equity awards as of December 31, 2023, for each of our NEOs. With respect to awards granted prior to the Separation, the values below give effect to the conversion from J&J equity to Kenvue equity.

  96. Outstanding Equity Awards at Fiscal Year-End

    | | | | Option Awards | | | | Stock Awards | | | | | Name | Award | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) (#) | Equity incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Thibaut Mongon | Stock Options(3) | 2/10/2020 | 432,986 | — | 20.44 | 2/10/2030 | — | — | — | — | | | RSUs (converted PSUs)(4) | 2/8/2021 | — | — | — | — | 179,515 | 3,864,958 | — | — | | | RSUs(3) | 2/8/2021 | — | — | — | — | 23,432 | 504,491 | — | — | | | Stock Options(3) | 2/8/2021 | — | 514,646 | 22.23 | 2/8/2031 | — | — | — | — | | | RSUs (converted PSUs)(4) | 2/14/2022 | — | — | — | — | 139,170 | 2,996,330 | — | — | | | RSUs(3) | 2/14/2022 | — | — | — | — | 23,195 | 499,388 | — | — | | | Stock Options(3) | 2/14/2022 | — | 458,189 | 22.40 | 2/14/2032 | — | — | — | — | | | RSUs (converted PSUs)(4) | 2/13/2023 | — | — | — | — | 156,417 | 3,367,658 | — | — | | | RSUs(5) | 2/13/2023 | — | — | — | — | 25,314 | 545,010 | — | — | | | Stock Options(5) | 2/13/2023 | — | 418,970 | 21.97 | 2/13/2033 | — | — | — | — | | | Founder PSUs(6) | 10/2/2023 | — | — | — | — | — | — | 167,245 | 3,600,785 | | | Founder Stock Options(7) | 10/2/2023 | — | 880,424 | 20.32 | 10/2/2033 | — | — | — | — | | | Dec 2023 PSUs(8) | 12/7/2023 | — | — | — | — | — | — | 105,718 | 2,276,109 | | | Dec 2023 RSUs(9) | 12/7/2023 | — | — | — | — | 21,143 | 455,209 | — | — | | | Dec 2023 Stock Options(9) | 12/7/2023 | — | 194,117 | 20.81 | 12/7/2033 | — | — | — | — |

  97. Outstanding Equity Awards at Fiscal Year-End

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  98. Outstanding Equity Awards at Fiscal Year-End

    | Paul Ruh | RSUs (converted PSUs)(4) | 2/8/2021 | — | — | — | — | 27,877 | 600,192 | — | — | | | RSUs(3) | 2/8/2021 | — | — | — | — | 8,734 | 188,043 | — | — | | | Stock Options(3) | 2/8/2021 | — | 95,899 | 22.23 | 2/8/2031 | — | — | — | — | | | RSUs (converted PSUs)(4) | 2/14/2022 | — | — | — | — | 22,758 | 489,980 | — | — | | | RSUs(3) | 2/14/2022 | — | — | — | — | 9,105 | 196,031 | — | — | | | Stock Options(3) | 2/14/2022 | — | 89,913 | 22.40 | 2/14/2032 | — | — | — | — | | | RSUs (converted PSUs)(4) | 2/13/2023 | — | — | — | — | 20,091 | 432,559 | — | — | | | RSUs(5) | 2/13/2023 | — | — | — | — | 7,801 | 167,956 | — | — | | | Stock Options(5) | 2/13/2023 | — | 64,569 | 21.97 | 2/13/2033 | — | — | — | — | | | Founder PSUs(6) | 10/2/2023 | — | — | — | — | — | — | 37,647 | 810,540 | | | Founder Stock Options(7) | 10/2/2023 | — | 198,186 | 20.32 | 10/2/2033 | — | — | — | — | | | Dec 2023 PSUs(8) | 12/7/2023 | — | — | — | — | — | — | 59,106 | 1,272,552 | | | Dec 2023 RSUs(9) | 12/7/2023 | — | — | — | — | 11,821 | 254,506 | — | — | | | Dec 2023 Stock Options(9) | 12/7/2023 | — | 108,529 | 20.81 | 12/7/2033 | — | — | — | — | | Ellie Bing Xie | Stock Options(3) | 2/13/2017 | 35,144 | — | 15.62 | 2/13/2027 | — | — | — | — | | | Stock Options(3) | 2/12/2018 | 42,263 | — | 17.49 | 2/11/2028 | — | — | — | — | | | Stock Options(3) | 2/11/2019 | 56,168 | — | 17.82 | 2/11/2029 | — | — | — | — | | | Stock Options(3) | 2/10/2020 | 86,594 | — | 20.44 | 2/10/2030 | — | — | — | — | | | RSUs (converted PSUs)(4) | 2/8/2021 | — | — | — | — | 28,781 | 619,655 | — | — | | | RSUs(3) | 2/8/2021 | — | — | — | — | 9,016 | 194,114 | — | — | | | Stock Options(3) | 2/8/2021 | — | 98,988 | 22.23 | 2/8/2031 | — | — | — | — | | | RSUs (converted PSUs)(4) | 2/14/2022 | — | — | — | — | 28,803 | 620,129 | — | — | | | RSUs(3) | 2/14/2022 | — | — | — | — | 11,520 | 248,026 | — | — | | | Stock Options(3) | 2/14/2022 | — | 113,797 | 22.40 | 2/14/2032 | — | — | — | — | | | RSUs (converted PSUs)(4) | 2/13/2023 | — | — | — | — | 31,885 | 686,484 | — | — | | | RSUs(5) | 2/13/2023 | — | — | — | — | 12,386 | 266,671 | — | — | | | Stock Options(5) | 2/13/2023 | — | 102,484 | 21.97 | 2/13/2033 | — | — | — | — | | | Founder PSUs(6) | 10/2/2023 | — | — | — | — | — | — | 31,294 | 673,760 | | | Founder Stock Options(7) | 10/2/2023 | — | 164,742 | 20.32 | 10/2/2033 | — | — | — | — | | | Dec 2023 PSUs(8) | 12/7/2023 | — | — | — | — | — | — | 22,104 | 475,899 | | | Dec 2023 RSUs(9) | 12/7/2023 | — | — | — | — | 4,420 | 95,163 | — | — | | | Dec 2023 Stock Options(9) | 12/7/2023 | — | 40,588 | 20.81 | 12/7/2033 | — | — | — | — |

  99. Outstanding Equity Awards at Fiscal Year-End

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  100. Outstanding Equity Awards at Fiscal Year-End

    | Carlton Lawson | Stock Options(3) | 2/10/2020 | 31,173 | — | 20.44 | 2/10/2030 | — | — | — | — | | | RSUs (converted PSUs)(4) | 2/8/2021 | — | — | — | — | 9,949 | 214,202 | — | — | | | RSUs(3) | 2/8/2021 | — | — | — | — | 3,119 | 67,152 | — | — | | | Stock Options(3) | 2/8/2021 | — | 34,225 | 22.23 | 2/8/2031 | — | — | — | — | | | RSUs (converted PSUs)(4) | 2/14/2022 | — | — | — | — | 29,618 | 637,676 | — | — | | | RSUs(3) | 2/14/2022 | — | — | — | — | 11,846 | 255,044 | — | — | | | Stock Options(3) | 2/14/2022 | — | 117,012 | 22.40 | 2/14/2032 | — | — | — | — | | | RSUs (converted PSUs)(4) | 2/13/2023 | — | — | — | — | 34,907 | 751,548 | — | — | | | RSUs(5) | 2/13/2023 | — | — | — | — | 13,557 | 291,882 | — | — | | | Stock Options(5) | 2/13/2023 | — | 112,197 | 21.97 | 2/13/2033 | — | — | — | — | | | Founder PSUs(6) | 10/2/2023 | — | — | — | — | — | — | 32,032 | 689,649 | | | Founder Stock Options(7) | 10/2/2023 | — | 168,624 | 20.32 | 10/2/2033 | — | — | — | — | | | Dec 2023 PSUs(8) | 12/7/2023 | — | — | — | — | — | — | 24,986 | 537,949 | | | Dec 2023 RSUs(9) | 12/7/2023 | — | — | — | — | 4,997 | 107,585 | — | — | | | Dec 2023 Stock Options(9) | 12/7/2023 | — | 45,882 | 20.81 | 12/7/2033 | — | — | — | — | | Meredith Stevens | RSUs (converted PSUs)(4) | 2/8/2021 | — | — | — | — | 30,099 | 648,031 | — | — | | | RSUs(3) | 2/8/2021 | — | — | — | — | 9,431 | 203,049 | — | — | | | Stock Options(3) | 2/8/2021 | — | 103,566 | 22.23 | 2/8/2031 | — | — | — | — | | | RSUs (converted PSUs)(4) | 2/14/2022 | — | — | — | — | 24,484 | 527,141 | — | — | | | RSUs(3) | 2/14/2022 | — | — | — | — | 9,794 | 210,865 | — | — | | | Stock Options(3) | 2/14/2022 | — | 96,721 | 22.40 | 2/14/2032 | — | — | — | — | | | RSUs (converted PSUs)(4) | 2/13/2023 | — | — | — | — | 24,825 | 534,482 | — | — | | | RSUs(5) | 2/13/2023 | — | — | — | — | 9,645 | 207,657 | — | — | | | Stock Options(5) | 2/13/2023 | — | 79,801 | 21.97 | 2/13/2033 | — | — | — | — | | | Founder PSUs(6) | 10/2/2023 | — | — | — | — | — | — | 31,294 | 673,760 | | | Founder Stock Options(7) | 10/2/2023 | — | 164,742 | 20.32 | 10/2/2033 | — | — | — | — | | | Dec 2023 PSUs(8) | 12/7/2023 | — | — | — | — | — | — | 42,286 | 910,418 | | | Dec 2023 RSUs(9) | 12/7/2023 | — | — | — | — | 8,457 | 182,079 | — | — | | | Dec 2023 Stock Options(9) | 12/7/2023 | — | 77,647 | 20.81 | 12/7/2033 | — | — | — | — |

  101. Outstanding Equity Awards at Fiscal Year-End

    (1)The awards are valued based on the closing price of Kenvue common stock on the NYSE on December 29, 2023, of $21.53. (2)Assumes target-level payout of Founder Shares PSU awards and maximum-level payout of December 2023 Annual PSU awards, each based on interim performance through December 31, 2023. Maximum-level payout of December 2023 PSU awards is equal to 200% of target-level payout. (3)Option and RSU awards granted before 2023 vest in full on the third anniversary of the grant date. (4)PSUs granted prior to the Separation were converted into RSUs upon the Separation, and this reflects the as-converted number of RSUs. These awards vest in full on the third anniversary of the grant date. (5)These option and RSU awards vest in equal annual installments on each February 13 of 2024, 2025 and 2026.

  102. Outstanding Equity Awards at Fiscal Year-End

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  103. Outstanding Equity Awards at Fiscal Year-End

    (6)These PSUs vest on October 2, 2026, to the extent they are earned based on a three-year performance goal. (7)These option awards vest in full on October 2, 2026. (8)These PSUs vest on December 1, 2026, to the extent they are earned based on a three-year performance goal. (9)These option and RSU awards vest in equal annual installments on each December 1 of 2024, 2025 and 2026.

  104. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table shows the amount of J&J common stock acquired, prior to the Separation in 2023, upon option awards exercised, and PSUs and RSUs vested, for each of our NEOs. After the Separation in 2023, there were no Kenvue options exercised nor Kenvue PSUs or RSUs vested for our NEOs in 2023.

  105. Options Exercised and Stock Vested

    | Name | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized Upon Vesting ($) | | Thibaut Mongon | — | — | 15,995 | 2,591,510 | | Paul Ruh | 18,721 | 253,123 | 5,124 | 830,242 | | Ellie Bing Xie | 7,472 | 457,267 | 3,200 | 518,496 | | Carlton Lawson | — | — | 1,151 | 186,497 | | Meredith Stevens | 13,094 | 268,392 | 3,584 | 580,716 |

  106. Pension Benefits

    Pension Benefits The following table provides information regarding Mr. Lawson's pension benefits under the UK Pension Plan and the Swiss Pension Plan as of December 31, 2023. In each case, local law required that Kenvue assume these plans from J&J with respect to Kenvue employees in the Separation. The below table does not include 2023 pension benefits under any pension plans that remained with J&J and for which J&J remains solely responsible for any pension payments and we did not otherwise assume any liability.

  107. Pension Benefits

    | Name | Plan Name | Number of Years Credited Service | Normal Retirement Age | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Carlton Lawson | UK Pension Plan | 1.92 | 65 | 110,000 | — | | | Swiss Pension Plan | 2.42 | 65 | 430,000 | — |

  108. Pension Benefits

    Kenvue calculated the present values in the table for Mr. Lawson assuming: (1) for the Consumer UK Pension Plan (the “UK Pension Plan”), a 4.64% discount rate and the mortality assumptions provided under the SAPS S3 with weighting adjustments using CMI2022 core projections with 1.25% per annum long-term improvement; and (2) for JNTL Consumer Health I&II (Switzerland) – Personal (the “Swiss Pension Plan”), a 1.298% discount rate. •UK Pension Plan Formula: This formula describes a monthly annuity amount payable for life once the employee is deemed to have “retired” from Kenvue (generally separation from Kenvue, or if later, attainment of a specified age). •Retirement Age: At age 65 employees can begin receiving unreduced pension payments. If an employee begins receiving his or her pension before age 65, the pension is reduced for early commencement. •Monthly Annuity Amount: The annualized annuity amount is calculated as 1/90th of plan earnings for each year of service. This annual amount is then paid in monthly installments. •Plan Earnings: Earnings include base salary only. •Benefits Paid as an Annuity: Pension benefits must be taken in the form of an annuity. Payments are indexed by the Retail Price Index, subject to a cap of 2.5% annually (assumed to result in an increase of 2% p.a. on average).

  109. Pension Benefits

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  110. Pension Benefits

    •Swiss Pension Plan Formula: This cash balance plan formula describes a lump sum payable at retirement. •Retirement Age: The normal retirement age under the Swiss Pension Plan is age 65; however, employees can retire as early as age 58. If an employee begins receiving his or her pension before age 65, the pension is reduced for early commencement. •Lump Sum Amount: Each year the employee’s account balance is increased with retirement credits that vary depending on the employee’s age and elected contribution amount. The cash balance account is accumulated with interest at a rate equal to inflation plus 1.5%. The cash balance account at retirement is multiplied by a conversion rate to determine the annuity payable at retirement. •Eligible Earnings: Earnings include base salary only. •Form of Benefit Payment: The pension benefit can be payable as a lump sum or annuity under the Swiss Pension Plan.

  111. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation

  112. Non-qualified Deferred Compensation

    | Name | Registrant Contributions in Last FY(1) | Aggregate Earnings in Last FY(2) | Aggregate Withdrawals / Distributions | Aggregate Balance at Last FYE(3) | | Thibaut Mongon | 41,119 | 13,809 | — | 149,781 | | Paul Ruh | 15,162 | 5,708 | — | 71,918 | | Ellie Bing Xie | 11,873 | 5,482 | — | 57,356 | | Carlton Lawson | — | — | — | — | | Meredith Stevens | 11,860 | 5,301 | — | 84,275 |

  113. Non-qualified Deferred Compensation

    (1)Includes Kenvue contributions to the NEOs’ Excess Savings Plan accounts. (2)Includes earnings on the Excess Savings Plan. The earnings or losses on the Excess Savings Plan balances are equal to the return that would have resulted if the NEO's balance was invested in the default Target Date Fund, as determined by birth year, under Kenvue's 401(k) Savings Plan. (3)Includes the Excess Savings Plan balances. Kenvue’s 401(k) Savings Plan provides a matching contribution of 4.5% of base salary to employees who contribute at least 6% of base salary. The base salary covered under this plan is limited by the IRS’ covered compensation limit, which was $330,000 in 2023. The Excess Savings Plan credits an unfunded account for each participating NEO with 4.5% of the amount of the base salary over the IRS limit. Certain of the amounts reflected were previously reported in our Summary Compensation Table for fiscal year 2022. •Earnings: The accounts were credited with earnings equal to the return on each NEO’s default Target Date Fund, as determined by birth year. •Distribution: Account balances will be paid out in a lump sum, six months after termination, unless the participant made an irrevocable deferral or installment election before December 15, 2008.

  114. Non-qualified Deferred Compensation

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  115. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Payments and benefits received by the NEOs upon termination are governed by the arrangements described below and quantified at the end of this section. We have estimated the amounts involved assuming that the termination became effective as of December 31, 2023. The actual amounts to be paid out can only be determined at the time of the NEO’s departure from the Company. None of our NEOs were retirement-eligible as of December 31, 2023.

  116. Pay Versus Performance

    Pay Versus Performance

  117. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure The table below shows compensation actually paid (as defined by the SEC in Item 402(v) of Regulation S-K) for our executives and our financial performance for 2023. For purposes of this discussion, our CEO is also referred to as our principal executive officer or “PEO” and our other Named Executive Officers are referred to as our “Non-PEO NEOs”:

  118. Pay Versus Performance Disclosure

    | Fiscal Year | Summary Compensation Table Total for PEO(1)(2) | Compensation Actually Paid to PEO(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs(1)(3) | Value of an initial $100 Investment: | | Net Income ($ Millions)(6) | Operational Sales ($ Millions)(7) | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | | | | 2023 | $19,722,593 | $16,974,909 | $5,837,043 | $5,295,491 | $81.56 | $97.45 | $1,664 | $15,688 |

  119. Pay Versus Performance Disclosure

    (1)NEOs included in these columns reflect the following individuals:

  120. Pay Versus Performance Disclosure

    | Year | PEO | Non-PEO NEOs | | 2023 | Thibaut Mongon | Paul Ruh, Ellie Bing Xie, Carlton Lawson, Meredith Stevens |

  121. Pay Versus Performance Disclosure

    (2)Amounts reflect Summary Compensation Table Total Pay for our NEOs for each corresponding year. (3)Compensation Actually Paid (CAP) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation for 2023 includes the end-of-year value of awards granted within the year and the change in fair value from the Separation through the end of the fiscal year for unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table (SCT):

  122. Pay Versus Performance Disclosure

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | PEO Fiscal Year 2023 ($) | NEO Average Fiscal Year 2023 ($) | | Summary Compensation Table Total | $19,722,593 | $5,837,043 | | (Minus): Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | $(14,932,319) | $(3,422,068) | | (Minus): Change in Pension Value | $0 | $(69,750) | | Plus: Pension Service Cost and Associated Prior Service Cost | $0 | $45,189 | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | $15,317,046 | $3,516,973 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | $(2,263,636) | $(434,595) | | Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $0 | | Plus/(Minus): Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $(868,775) | $(177,301) | | (Minus): Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | | Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation | $0 | $0 | | Compensation Actually Paid | $16,974,909 | $5,295,491 |

  123. Pay Versus Performance Disclosure

    For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the fair value calculations of the options granted on or between February 8, 2021 and December 7, 2023 used an expected term between 4.2 years and 6.2 years in 2023, as compared to an expected term between 6.0 years and 7.0 years used to calculate the grant date fair value of these stock options.

  124. Pay Versus Performance Disclosure

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  125. Pay Versus Performance Disclosure

    (4)Total Shareholder Return represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on May 4, 2023, the date our common stock commenced regular-way trading on the New York Stock Exchange, through the end of the fiscal year, assuming reinvestment of dividends. (5)Peer Group Total Shareholder Return represents the cumulative return on a fixed investment of $100 in the S&P 500 Consumer Staples Sector for the period beginning on May 4, 2023, through the end of the fiscal year, assuming reinvestment of dividends. (6)The dollar amounts reported represent the Net income reflected in the Company’s audited financial statements for the fiscal year. (7)Operational sales is a non-GAAP financial measure used for purposes of the annual incentive plan. Operational sales means our reported GAAP net sales for the fiscal year ended December 31, 2023, excluding the impact of changes in foreign currency exchange rates.

  126. Pay Versus Performance Relationship Description

    Pay Versus Performance Relationship Description We completed our Separation and became a fully independent publicly traded company on August 23, 2023. We believe the compensation actually paid to our PEO and Non-PEO NEOs in 2023 reflects our pay-for-performance philosophy. As described in the CD&A, a significant portion of annual target compensation awarded to NEOs is compensation at risk because it depends on the Company’s performance against pre-established performance goals under our annual and long-term incentive programs. The relationship between the financial measures in the table above and compensation actually paid will expand as we build history as a standalone public company. 2023 CAP to our PEO of $17.0 million is lower than the Summary Compensation Table figure of $19.7 million, and the average CAP for our Non-PEO NEOs of $5.3 million is lower than the Summary Compensation Table average of $5.8 million. The primary driver of these differences is that our stock price declined from IPO in May 2023 to December 31, 2023. Net income for 2023 was $1,664 million and Operational sales(1) for 2023 were $15,688 million.