DEF 14A of Kenvue Inc., Apr 9, 2025

DEF 14A of Kenvue Inc.

Filed Apr 9, 2025 · FY20240001944048-25-000114

Open on EDGAR

  1. 2025 Director Nominees Snapshot (Page 10)

    2025 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. 2025 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 | 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) | Sarah Hofstetter President of Profitero, Ltd. –Independent Director •Audit Committee | | Betsy D. Holden Former Co-CEO of Kraft Foods Inc. –Independent Director •Compensation & Human Capital Committee (Chair) | Erica L. Mann Former Global President Consumer Health of Bayer AG –Independent Director •Nominating, Governance & Sustainability Committee | 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 of Kenvue | | Kathleen M. Pawlus Retired Partner and Global Assurance CFO and COO of Ernst and Young, LLP –Independent Director •Audit Committee | Kirk L. Perry Former CEO of Circana, Inc. –Independent Director •Compensation & Human Capital Committee •Nominating, Governance & Sustainability Committee | Vasant Prabhu Former Vice Chairman and Chief Financial Officer of Visa Inc. –Independent Director •Audit Committee (Chair) | Jeffrey C. Smith Managing Member, CEO and Chief Investment Officer of Starboard Value LP –Independent Director •Compensation & Human Capital Committee |

  3. 2025 Director Nominees Snapshot (Page 10)

    | Michael E. Sneed Former EVP, Corporate Affairs & Chief Communications Officer of Johnson & Johnson –Independent Director | Age | Independence | | | | |

  4. 2025 Director Nominees Snapshot (Page 10)

    | | 2025 Proxy Statement | 7 |

  5. 2025 Director Nominees Snapshot (Page 10)

    Proxy Statement Summary

  6. 2025 Director Nominees Snapshot (Page 10)

    | | Board Composition & Independence | | Corporate Governance Highlights Our Board is deeply committed to strong corporate governance and robust independent oversight, which it believes are essential to driving sustained shareholder value. To that end, our Board has adopted our Principles of Corporate Governance that, together with our Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, and Committee charters, provide a holistic framework for the Board’s oversight and corporate governance practices. | •Independent Board Chair with significant responsibilities •All independent directors, other than the CEO •Five new independent directors joined the Board since the 2024 Annual Meeting of Shareholders •Balanced Board with a large breadth of 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 | | | Robust Board & Committee Oversight | | | •Rigorous oversight of the development and execution of the Company’s strategic plans •Robust Board and Committee process for overseeing key enterprise risks, including cybersecurity-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 policy 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 |

  7. 2025 Director Nominees Snapshot (Page 10)

    | 8 | 2025 Proxy Statement | |

  8. 2025 Director Nominees Snapshot (Page 10)

    Proxy Statement Summary

  9. Director Nominees

    Director Nominees

  10. Director Nominees

    | Richard E. Allison, Jr. Age: 58 Independent Director since: May 2023 Committees: •Audit Committee •Compensation & Human Capital Committee Other Public Company Boards: •Starbucks Corporation (since 2019) •Domino’s Pizza, Inc. (2018-2022) | Core Competencies Aligned to Kenvue’s Strategy •Mr. Allison brings over 25 years of experience in serving in executive leadership roles or as an advisor to consumer-facing companies, including more than a decade at Domino’s Pizza, Inc. He has a deep understanding of international operations, business strategy, and market development for growing global brands. Career Highlights •While Mr. Allison led the international division and served as CEO of Domino’s, the largest pizza company in the world based on global retail sales, the company expanded to more than 20 additional countries and grew by more than 8,000 stores. •Prior to joining Domino’s, Mr. Allison worked at Bain & Company for more than 13 years, including as a partner and co-leader of Bain’s restaurant practice, working with some of the world’s most well-known restaurant brands. •Mr. Allison continues to advise companies in the consumer sector through his board service, including currently serving as a board member for Starbucks Corporation, the world’s largest coffee chain. •Mr. Allison currently serves on the Board of Trustees of the University of North Carolina at Chapel Hill from which he holds a B.S. in Business Administration, and he previously served as Chair of the University of North Carolina’s Kenan-Flagler Business School, where he earned an MBA. Employment Experience: •Domino’s Pizza, Inc. –Chief Executive Officer (2018-2022) –President, Domino’s International (2014-2018) –Executive Vice President, Domino’s International (2011-2014) •Bain & Company, Inc. (1999-2010; 1995-1997) |

  11. Director Nominees

    | Strategic Skills and Experience | | | | | | | | | | Executive Leadership & Strategy | | Brand Marketing & Sales | | Corporate Governance | | Digital Technology | | | Finance | | Global & International | | Risk Management & Cybersecurity | | |

  12. Director Nominees

    | | 2025 Proxy Statement | 15 |

  13. Director Nominees

    Proposal 1 - Election of Directors

  14. Director Nominees

    | Seemantini Godbole Age: 55 Independent Director since: May 2023 Committees: •Audit Committee •Nominating, Governance & Sustainability Committee | Core Competencies Aligned to Kenvue’s Strategy •Ms. Godbole has decades of global technology experience with Fortune 50 companies across strategic and operational roles in the omni-channel retail, consumer, and travel and hospitality industries, with expertise in global e-commerce, digital transformation, cybersecurity and technology strategies. She has a proven track record of growing digital businesses through technology-enabled innovations. Career Highlights •As Executive Vice President, Chief Digital and Information Officer at Lowe’s Companies, Inc., Ms. Godbole is responsible for technology strategy, product roadmaps and development, and technology operations across all channels, including digital, while also overseeing the overall business and customer experience on Lowes.com. She has led a ground-up rebuild of company technology and helped build a fully integrated omnichannel experience, delivering growth in online sales. •As Senior Vice President, Digital and Marketing Technology at Target Corp., she oversaw the company’s global e-commerce, enterprise marketing and loyalty technology strategy and operations. She introduced mobile applications for online and in-store shopping, ship from store programs, guest order fulfillment, digital wallet, localized pricing, and customer loyalty and engagement offerings. •Prior to Target, Ms. Godbole held multiple senior technology leadership roles at Sabre Holdings and Travelocity. •She serves on Apparo’s CXO Tech Council, a nonprofit focused on transforming communities by connecting them to technology expertise and resources. Employment Experience: •Lowe's Companies, Inc. –Chief Digital and Information Officer, Executive Vice President (2022-Present) –Chief Information Officer, Executive Vice President (2018-2022) •Target Corporation –Senior Vice President, Digital and Marketing Technology (2017-2018) –Other executive positions (2010-2016) •Travelocity (2006-2010) •Sabre Holdings (1995-2006) |

  15. Director Nominees

    | Strategic Skills and Experience | | | | | | | | | | Executive Leadership & Strategy | | Brand Marketing & Sales | | Consumer/ Retail Industry | | Digital Technology | | | Finance | | Global & International | | Risk Management & Cybersecurity | | |

  16. Director Nominees

    | 16 | 2025 Proxy Statement | |

  17. Director Nominees

    Proposal 1 - Election of Directors

  18. Director Nominees

    | Melanie L. Healey Age: 64 Independent Director since: May 2023 Committees: •Nominating, Governance & Sustainability Committee (Chair) Other Public Company Boards: •Hilton Worldwide Holdings, Inc. (since 2017) •PPG Industries, Inc. (since 2016) •Verizon Communications, Inc. (2011-2024) •Target Corporation (2015-2023) | Core Competencies Aligned to Kenvue’s Strategy •Ms. Healey brings valuable strategic insights regarding brand building, marketing, distribution and international operations with more than 40 years of executive leadership and board experience in the consumer goods industry – including more than three decades leading businesses at The Procter & Gamble Company, Johnson & Johnson and S.C. Johnson & Son, Inc. and nearly two decades of experience outside the United States. Career Highlights •Over her highly successful career at Procter & Gamble, Johnson & Johnson and S.C. Johnson & Son, Ms. Healey had a strong track record of growth, product and commercial innovation, and operational improvements. As Group President, North America during her 25 years at Procter & Gamble, she oversaw and was responsible for multi-year strategic planning for the company’s largest and most profitable division, achieving over $32 billion in annual sales and a sales turnaround. •Ms. Healey has continued to focus on the consumer sector through board service at several large public companies. She currently serves as a board member for Hilton Worldwide Holdings Inc. and PPG Industries, Inc., after previously serving as a board member for Verizon Communications, Inc. and Target Corporation. Employment Experience: •The Procter & Gamble Company –Group President (2007-2015) –Global President (2005-2007) –Other executive positions (1990-2005) •Johnson & Johnson (1986-1990) •S.C. Johnson & Son, Inc. (1983-1986) |

  19. Director Nominees

    | Strategic Skills and Experience | | | | | | | | | | Executive Leadership & Strategy | | Brand Marketing & Sales | | Consumer/ Retail Industry | | Corporate Governance | | | Global & International | | Human Capital Management & Sustainability | | Risk Management & Cybersecurity | | |

  20. Director Nominees

    | | 2025 Proxy Statement | 17 |

  21. Director Nominees

    Proposal 1 - Election of Directors

  22. Director Nominees

    | Sarah Hofstetter Age: 50 Independent Director since: March 2025 Committees: •Audit Committee Other Public Company Boards: •The Campbell’s Company (2018- Present) | Core Competencies Aligned to Kenvue’s Strategy •Ms. Hofstetter is an innovative marketing and brand strategy expert, bringing more than two decades of leadership experience in brand building, e-Commerce and digital marketing. She is a has a proven track record of driving growth in multiple disruptive environments during the past 20+ years. Career Highlights •Ms. Hofstetter serves as President of Profitero, Ltd., a global e-commerce SaaS analytics company, whose business more than doubled over a five-year period and was successfully sold to Publicis Groupe S.A., with significant return to shareholders, under Sarah’s leadership. Previously, as President of ComScore, Inc., Ms. Hofstetter rebranded the company, redesigned the sales strategy and accelerated product innovation as part of a multi-year turnaround. •During her more than 12 years at 360i, a U.S. advertising arm of Dentsu Group, Inc., a Japanese advertising and public relations company, Ms. Hofstetter held several senior executive roles, most recently serving as Chairwoman and Chief Executive Officer. Under her leadership, the agency grew from 30 people to 1,000 people by continuously pivoting company offerings to be aligned with changes in consumer behavior across search, social and commerce. •She also founded and served as President of Kayak Communications and earlier in her career held a series of senior leadership positions over the span of 10 years at Net2Phone, Inc. •She currently serves on the Board of Directors of The Campbell’s Company. Employment Experience •Profitero, Ltd. –President (2020-Present) –Special Advisor to the Board (2020) •Comscore, Inc. –President (2018-2019) •360i –Chairwoman (2018) –Chief Executive Officer (2013-2018) –President (2012-2013) –Senior Vice President, Brand Strategy & Emerging Media (2006-2010) •Kayak Communications –President and Founder (2004-2005) •Net2Phone, Inc. (1996-2005) |

  23. Director Nominees

    | Strategic Skills and Experience | | | | | | | | | | Executive Leadership & Strategy | | Brand Marketing & Sales | | Corporate Governance | | Digital Technology | | | Finance | | Global & International | | Human Capital Management & Sustainability | | |

  24. Director Nominees

    | 18 | 2025 Proxy Statement | |

  25. Director Nominees

    Proposal 1 - Election of Directors

  26. Director Nominees

    | Betsy D. Holden Age: 69 Independent Director since: May 2023 Committees: •Compensation & Human Capital Committee (Chair) Other Public Company Boards: •NNN REIT, Inc. (2019-Present) •Dentsply Sirona Inc. (2018-Present) •Western Union Company (2006-Present) | Core Competencies Aligned to Kenvue’s Strategy •Ms. Holden has more than 40 years of experience leading growth and innovation in consumer-driven companies, including more than a decade as a Senior Advisor to McKinsey & Company and nearly 25 years in marketing and line positions at Kraft Foods Inc. Ms. Holden has extensive knowledge of international business and strategy with respect to brand marketing, sales and digital development. In addition, Ms. Holden’s brings a deep understanding of human capital management, executive compensation and corporate governance from her experience serving on public company boards. Career Highlights •Ms. Holden served as a Senior Advisor to McKinsey & Company for 13 years, leading strategy, marketing, and board effectiveness initiatives for consumer goods, healthcare and financial services clients. •Ms. Holden held several executive roles at Kraft Food, including Co-Chief Executive Officer, President and Chief Executive Officer of Kraft Foods North America and President of Global Marketing and Category Development. At the time, Kraft Foods was the largest food company in North America and second largest in the world. Under Ms. Holden’s leadership, Kraft maintained a position as a food industry leader in sales force excellence, new product successes, marketing, and digital innovation. She also led the successful acquisition and integration of Nabisco Group Holdings and Kraft’s subsequent initial public offering. •Ms. Holden has served on 10 public boards over the last 25 years and currently serves as a board member for Dentsply Sirona Inc., NNN REIT, Inc., and Western Union Company. She also serves on the Global Advisory Board of Northwestern University’s Kellogg School of Management and previously served on Duke University’s Board of Trustees and Executive Committee. Employment Experience: •McKinsey & Company –Senior Advisor (2007-2020) •Kraft Foods Inc. –Co-Chief Executive Officer of Kraft Foods North America (2001-2003) –Chief Executive Officer of Kraft Foods North America (2000-2003) –President of Global Marketing and Category Development (2004-2005) –General Management and Functional Leadership positions (1982-2005) •President of Kraft Cheese Division •President of Pizza Division •Executive Vice President for Operations, IT, Procurement, R&D, and Consumer Insights and Communications |

  27. Director Nominees

    | Strategic Skills and Experience | | | | | | | | | | Executive Leadership & Strategy | | Brand Marketing & Sales | | Consumer/ Retail Industry | | Corporate Governance | | | Digital Technology | | Global & International | | Human Capital Management & Sustainability | | |

  28. Director Nominees

    | | 2025 Proxy Statement | 19 |

  29. Director Nominees

    Proposal 1 - Election of Directors

  30. Director Nominees

    | Erica L. Mann Age: 66 Independent Director since: March 2025 Committees: •Nominating, Governance & Sustainability Committee Other Public Company Boards: •ALS Limited (2024- Present) •DSM-Firmenich AG (2019-Present) •Kellanova (2019- Present) •Perrigo Company plc (2019-2024) •Blackmores Limited (2021-2023) | Core Competencies Aligned to Kenvue’s Strategy •Ms. Mann has more than three decades of executive leadership and board experience across consumer health, emerging markets, strategic trend analysis, culture and risk management, including a nearly 25-year career at Bayer AG, Pfizer, Inc. and Wyeth Pharmaceuticals, Inc. She has a strong track record of driving growth in complex, multi-channel and multi-product environments across four continents. Career Highlights •As Global President of Bayer’s Consumer Health Division, Ms. Mann championed the launch of innovative over-the-counter healthcare products, driving growth in the division across the globe. During her time at Bayer, she oversaw three major acquisitions and was the first woman in Bayer’s more than 150-year history to hold a seat on the company’s management board. •As President and General Manager of Pfizer Nutrition and as Senior Vice President of Global Nutrition at Wyeth prior to the company’s sale to Pfizer, her leadership facilitated the introduction of groundbreaking therapies, vaccines and infant nutritionals into many global markets. •Earlier in her career, Ms. Mann held roles of increasing responsibility at other Fortune 500 companies, including Eli Lilly & Company Ltd. and Johnson & Johnson, with leadership positions in South Africa, Australia, New Zealand, Switzerland and the U.S. •Ms. Mann has extensive public company board experience and currently serves on the boards of ALS Limited, DSM-Firmenich AG and Kellanova. She previously served on the boards of Perrigo Company plc and Blackmores Limited. Employment Experience •Bayer AG (2011-2018) –Global President, Consumer Health Division (2011-2018) •Pfizer, Inc. (2009-2011) –President and General Manager, Pfizer Nutrition (2009-2011) •Wyeth Pharmaceuticals, Inc. (2003-2009) –Senior Vice President, Global Nutrition (2009) –Managing Director, Australia and New Zealand (2003-2009) •Wyeth SA & Sub-Equatorial Africa (1994-2002) –Chief Executive Officer (1996-2002) –Managing Director/General Manager (1994-1996) •Lederle Laboratories (1987-1994) •Johnson & Johnson (1985-1987) •Eli Lilly & Company Ltd (1982-1985) |

  31. Director Nominees

    | Strategic Skills and Experience | | | | | | | | | | Executive Leadership & Strategy | | Consumer/ Retail Industry | | Corporate Governance | | Digital Technology | | | Global & International | | Human Capital Management & Sustainability | | Risk Management & Cybersecurity | | |

  32. Director Nominees

    | 20 | 2025 Proxy Statement | |

  33. Director Nominees

    Proposal 1 - Election of Directors

  34. Director Nominees

    | Larry J. Merlo Independent Board Chair Age: 69 Director since: May 2023 Committees: •Compensation & Human Capital Committee •Nominating, Governance & Sustainability Committee Other Public Company Boards: •CVS Health (2010-2021) | Core Competencies Aligned to Kenvue’s Strategy •As the former President and CEO of CVS Health, Mr. Merlo has a proven track record of driving strategic growth and operational excellence in the consumer sector. He brings in-depth knowledge of health and consumer trends, including in the areas of digital development, marketing, retail sales, science and technology, from more than 40 years at CVS Health and its subsidiaries. Career Highlights •During Mr. Merlo’s tenure as President and CEO at CVS Health, the company transformed from a regional retail pharmacy into the leading diversified health services company in the U.S., with more than $250 billion in revenues. He also led CVS Health’s industry-disrupting acquisition of Aetna in 2018 and created new ways to deliver health care through its suite of assets, including a national health insurance plan provider, a pharmacy benefits manager, community-based retail pharmacies and a long-term care pharmacy services business. •Mr. Merlo has previously served as 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 currently serves on the University of Pittsburgh Board of Trustees, where he is Chair of the Budget Committee and a member of the Compensation and Investment Committees. He also serves as an advisor to Charlesbank Capital Partners. Employment Experience •CVS Health –Chief Executive Officer (2011-2021) –Chief Operating Officer (2010-2011) –President of CVS Pharmacy (2007-2010) –Executive Vice President of CVS Caremark (2007-2010) –Executive Vice President- Stores (1998-2007) –Senior Vice President (1995-1998) |

  35. Director Nominees

    | Strategic Skills and Experience | | | | | | | | | | Executive Leadership & Strategy | | Brand Marketing & Sales | | Consumer/ Retail Industry | | Corporate Governance | | | Finance | | Gov’t, Regulatory & Public Policy | | Human Capital Management & Sustainability | | |

  36. Director Nominees

    | | 2025 Proxy Statement | 21 |

  37. Director Nominees

    Proposal 1 - Election of Directors

  38. Director Nominees

    | Thibaut Mongon Chief Executive Officer Age: 55 Director since: May 2023 | Core Competencies Aligned to Kenvue’s Strategy •In his role as CEO of Kenvue, Mr. Mongon leads and empowers a purpose-driven global organization of more than 20,000 Kenvuers. He possesses extensive marketing expertise and deep experience leading business growth and transformation in both developed and emerging markets across Europe, Latin America, Asia and North America. Career Highlights •As Chief Executive Officer, Mr. Mongon has led the creation of Kenvue as an independent company and has built a purpose-led and values-enabled culture of performance and impact, fueling speed in execution across the organization. •In his role as Chief Executive Officer of Kenvue, Mr. Mongon is overseeing acceleration of the company’s innovation, enabling the business to reach more consumers and sustain market-leading brand positions across its three business segments. He also established the company’s Healthy Lives Mission, to build a sustainable business that creates value for all stakeholders over the long term. •Prior to Kenvue, Mr. Mongon held roles of increasing responsibility at Johnson & Johnson, culminating in his leadership of the Consumer Health sector, where he unlocked significant value through external partnerships and consumer-centric innovation. He first joined the Consumer Health sector as Company Group Chairman Asia-Pacific and led the transformation of the region into an engine of accelerated growth. •Mr. Mongon serves on the board of the Consumer Goods Forum and is a member of Business Roundtable. Employment Experience: •Kenvue Inc. –Chief Executive Officer (2023-Present) •Johnson & Johnson –Executive Vice President and Worldwide Chairman, Consumer Health (2019-2023) –Company Group Chairman Asia-Pacific, Consumer Health (2014-2019) –Global Vice President, Neuroscience – Janssen Pharmaceutical (2013-2014) –President Asia-Pacific, Vision Care (2009-2012) –Managing Director Latin America, Vision Care (2007-2009) –Country Manager France & Belgium, Vision Care (2001-2006) –Marketing Manager France, Vision Care (2000-2001) •Bormioli Luigi S.p.A. –Brand Manager (1996-1998) •Danone –Product Manager (1994-1996) |

  39. Director Nominees

    | Strategic Skills and Experience | | | | | | | | | | Executive Leadership & Strategy | | Brand Marketing & Sales | | Consumer/ Retail Industry | | Digital Technology | | | Finance | | Global & International | | Risk Management & Cybersecurity | | |

  40. Director Nominees

    | 22 | 2025 Proxy Statement | |

  41. Director Nominees

    Proposal 1 - Election of Directors

  42. Director Nominees

    | Kathleen M. Pawlus Age: 65 Independent Director since: August 2024 Committees: •Audit Committee Other Public Company Boards: •AMC Entertainment Holdings, Inc. (2014-Present) | Core Competencies Aligned to Kenvue’s Strategy •Ms. Pawlus offers extensive expertise in audit, finance, strategy, mergers and acquisitions, quality, and information technology matters with over 40 years of experience through her senior leadership positions at Ernst and Young, LLP (“EY”), one of the largest global accounting and professional service firms. Ms. Pawlus also brings a strong understanding of cost discipline and effective organizational structures from her role as Chief Financial Officer and Chief Operating Officer of EY’s Global Assurance Group. Career Highlights •During her more than three decades at EY, Ms. Pawlus served as Chief Financial Officer and Chief Operating Officer of its Global Assurance group, one of the largest of EY’s four service lines that includes its Audit Practice, Fraud, Investigation and Dispute Services Practice, Climate Change and Sustainability Services Practice and its Financial Accounting Advisory Services Practice. Prior to this, she served as EY’s Americas Chief Financial Officer, Global PBFA Function Leader and U.S. Firm Chief Financial Officer responsible for finance, IT operations, treasury, purchasing and facilities and all administrative support functions, and also served on EY’s U.S. Executive Board. •Ms. Pawlus has served as a board member of AMC Entertainment Holdings, Inc., the largest movie theater chain both in the United States and globally, for more than a decade and was Chair of the Audit Committee from 2015 through 2024. She is currently a member of both the Audit Committee and the Compensation Committee. Employment Experience: •Ernst and Young, LLP –Global Assurance, Chief Financial Officer and Chief Operating Officer (2012-2014) –U.S. and Americas Vice Chair and Chief Financial Officer, Member of U.S. Executive Board (2006-2012) |

  43. Director Nominees

    | Strategic Skills and Experience | | | | | | | | | | Executive Leadership & Strategy | | Corporate Governance | | Digital Technology | | Finance | | | Gov’t, Regulatory & Public Policy | | Human Capital Management & Sustainability | | Risk Management & Cybersecurity | | |

  44. Director Nominees

    | | 2025 Proxy Statement | 23 |

  45. Director Nominees

    Proposal 1 - Election of Directors

  46. Director Nominees

    | Kirk L. Perry Age: 58 Independent Director since: December 2024 Committees: •Compensation & Human Capital Committee •Nominating, Governance & Sustainability Committee Other Public Company Boards: •The J.M. Smucker Company (2017- Present) •e.l.f. Beauty, Inc. (2016-2022) | Core Competencies Aligned to Kenvue’s Strategy •As the former President and CEO of Circana, Inc., Mr. Perry has deep expertise in the areas of technology, data and analytics. He also brings a wealth of experience and strategic insights to our Board as a seasoned consumer products and global brand strategist at the executive leadership level, including more than 30 years of experience at The Procter & Gamble Company and Google Inc. Career Highlights •As President and Chief Executive Officer of Circana, Inc., a global provider of technology, data, and predictive analytics for the consumer, retail and media sectors, Mr. Perry led the successful merger of IRI and NPD. Prior to that, he was the CEO of IRI. •As President, Global Client and Agency Solutions at Google, Mr. Perry was responsible for driving Google’s global revenue and growing its relationships with the world’s largest advertisers and advertising agencies. •Before Google, Mr. Perry spent 23 years with Procter & Gamble, where he held several positions of increasing responsibility in general management and marketing roles, culminating as President of Global Family Care, in which he led growth and innovation at the company’s multibillion-dollar global paper business. •Mr. Perry currently serves as a director of The J.M. Smucker Company and Chick-Fil-A, Inc., a privately owned restaurant company. Previously, he served as a director of e.l.f. Beauty, Inc. for 6 years. Employment Experience: •Circana, Inc. –President and Chief Executive Officer (2023-2024) •IRI –President and Chief Executive Officer (2021-2023) •Google Inc. –President, Global Client and Agency Solutions (2013-2021) •The Procter & Gamble Company –President, Global Family Care (2011-2013) –Vice President, U.S. Operations and North America Marketing (2008-2011) –Vice President, North America Baby Care (2003-2008) –General Manager, Northeast Asia Baby & Family (2000-2003) –Marketing Director, Northeast Asia (1997-2001) –Various Brand Management Roles (Crest, Metamucil, Nyquil/Dayquil, Pepto Bismol) (1990-1997) |

  47. Director Nominees

    | Strategic Skills and Experience | | | | | | | | | | Executive Leadership & Strategy | | Brand Marketing & Sales | | Consumer/ Retail Industry | | Corporate Governance | | | Digital Technology | | Global & International | | Human Capital Management & Sustainability | | |

  48. Director Nominees

    | 24 | 2025 Proxy Statement | |

  49. Director Nominees

    Proposal 1 - Election of Directors

  50. Director Nominees

    | Vasant Prabhu Age: 65 Independent Director since: May 2023 Committees: •Audit Committee (Chair) Other Public Company Boards: •Intuit, Inc. (2024- Present) •Delta Air Lines, Inc. (2023-Present) •Mattel, Inc. (2007-2020) | Core Competencies Aligned to Kenvue’s Strategy • Mr. Prabhu has nearly 25 years of experience as a public company CFO spanning multiple industries, including consumer retail and consumer goods, travel, media and financial technology, along with significant public company board experience. He possesses 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 most recently served as Vice Chairman and Chief Financial Officer of Visa Inc., one of the world’s largest financial services brands, where he was credited with shaping Visa’s strategic transformation during a period of fundamental change in the payments ecosystem, evolving the business to a network of networks, as well as introducing new revenue growth drivers and executing strategic acquisitions. During his tenure, the company’s annual operating revenues more than doubled to more than $32 billion. •Prior to joining Visa, Mr. Prabhu 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. While at Starwood, Mr. Prahbu helped the company navigate the global financial crisis, grow its brands globally and evolve its business toward a fee-driven model. •Mr. Prabhu has also held senior leadership roles at The McGraw-Hill Companies, Inc., PepsiCo, Inc. and Booz Allen Hamilton, Inc. •Mr. Prabhu currently serves as a board member for Intuit Inc., one of the top global financial software providers, and Delta Air Lines, Inc., the world’s largest airline by revenue and as a Trustee of the Brookings Institution. He previously served as a board member for Mattel, Inc., where he was Chair of the Audit Committee. Employment Experience: •Visa, Inc. –Vice Chairman & CFO (2015-2023) •NBCUniversal, LLC –EVP & CFO (2014-2015) •Starwood Hotels and Resorts Worldwide, Inc. –Vice Chairman & CFO (2004-2014) •Safeway, Inc. –EVP & CFO, President, E-commerce (2000-2004) •The McGraw-Hill Companies, Inc. –President, Information & Media Group (1998-2000) •PepsiCo, Inc. –CFO (various divisions) (1992-1998) |

  51. Director Nominees

    | Strategic Skills and Experience | | | | | | | | | | Executive Leadership & Strategy | | Corporate Governance | | Digital Technology | | Finance | | | Global & International | | Gov’t, Regulatory & Public Policy | | Risk Management & Cybersecurity | | |

  52. Director Nominees

    | | 2025 Proxy Statement | 25 |

  53. Director Nominees

    Proposal 1 - Election of Directors

  54. Director Nominees

    | Jeffrey C. Smith Age: 52 Independent Director since: March 2025 Committees: •Compensation & Human Capital Committee Other Public Company Boards: •RB Global, Inc. (2023-2024) •Papa John’s International, Inc. (2019-2023) •Cyxtera Technologies, Inc. (2019-2023) | Core Competencies Aligned to Kenvue’s Strategy •Mr. Smith brings broad experience investing in companies with consumer-facing brands and possesses a deep understanding of capital markets, corporate finance, executive leadership, operational management, and business and brand strategy. Through his prior public company board experience, Mr. Smith maintains an understanding of effective risk management and corporate governance. Career Highlights •Mr. Smith is Managing Member, Chief Executive Officer and Chief Investment Officer of Starboard Value LP, an investment adviser with a focused and fundamental approach to investing. He actively engages with management teams and boards of directors of the companies in which they invest and provides strategic guidance and advice. •Mr. Smith has served as a director and chair of numerous public companies across different industries, playing a key role in helping companies navigate periods of major transformation and deliver on their long-term strategies. He was instrumental in the close of RB Global’s acquisition of IAA and subsequent integration, the successful turnaround and strategic transformation at Papa John’s International and Darden Restaurants, Inc., Yahoo’s successful transformation to Altaba, and Office Depot’s successful integration following the merger with OfficeMax. Employment Experience: •Starboard Value LP –Managing Member, Chief Executive Officer and Chief Investment Officer (2011-Present) •Ramius LLC –Chief Investment Officer for the funds that comprised the Value and Opportunity investment platform (1998-2011) •The Fresh Juice Company, Inc. –VP of Strategic Development and Member of the Board of Directors (1996-1998) •Société Générale –Financial Analyst, Mergers & Acquisitions (1994-1996) |

  55. Director Nominees

    | Strategic Skills and Experience | | | | | | | | | | Executive Leadership & Strategy | | Brand Marketing & Sales | | Corporate Governance | | Digital Technology | | | Finance | | Human Capital Management & Sustainability | | Risk Management & Cybersecurity | | |

  56. Director Nominees

    | 26 | 2025 Proxy Statement | |

  57. Director Nominees

    Proposal 1 - Election of Directors

  58. Director Nominees

    | Michael E. Sneed Age: 66 Independent Director since: May 2023 Other Public Company Boards: •Wayfair, Inc. (since 2020) | Core Competencies Aligned to Kenvue’s Strategy •Mr. Sneed has a deep understanding of the consumer health industry from nearly two decades of senior leadership positions across multiple consumer health businesses of Johnson & Johnson. He has extensive strategic and operational expertise leading global marketing, communication, design, and philanthropy functions, as well as nearly 40 years of experience in the healthcare, consumer, and e-commerce industries. Career Highlights •As Executive Vice President, Global Corporate Affairs and Chief Communication Officer of Johnson & Johnson, Mr. Sneed led the company’s global marketing, communication, design and philanthropy functions, and also served as a member of Johnson & Johnson’s Executive Committee. •Mr. Sneed previously held a variety of senior leadership roles at Johnson & Johnson, including Vice President, Global Corporate Affairs and Chief Communications Officer, Company Group Chairman, Vision Care Franchise Company Group Chairman, Consumer North America and several consumer business leadership roles. •Mr. Sneed currently serves as a board member for Wayfair, Inc., a leading e-commerce furniture and home goods brand in the United States and Canada. He also serves on the board of Thomas Jefferson University. Employment Experience: •Johnson & Johnson (1983-2022) –Executive Vice President, Global Corporate Affairs & Chief Communications Officer (2018-2022) –Vice President, Global Corporate Affairs & Chief Communications Officer (2012-2018) –Group Chairman, Vision Care Franchise (2007-2011) –Group Chairman, Consumer North America (2004-2007) –Global President, Personal Products Company (2002-2004) –President, McNeil Nutritionals Worldwide (2000-2002) –Managing Director, McNeil Consumer Nutritionals Europe (1998-2000) –Vice President, Worldwide Consumer Pharmaceuticals (1995-1998) –Group Product Director, McNeil Consumer Products (1991-1995) –Marketing Assistant, Personal Products Company (1983-1991) |

  59. Director Nominees

    | Strategic Skills and Experience | | | | | | | | | | Executive Leadership & Strategy | | Brand Marketing & Sales | | Consumer/ Retail Industry | | Corporate Governance | | | Global & International | | Gov’t, Regulatory & Public Policy | | Human Capital Management & Sustainability | | |

  60. Director Nominees

    | | 2025 Proxy Statement | 27 |

  61. Director Independence

    Director Independence Our Board assesses the independence of each director at least annually and has determined that all directors, with the exception of Mr. Mongon, qualify as “independent” in accordance with the listing standards of the New York Stock Exchange (“NYSE”) and the heightened requirements under our “Standards of Independence” in our Principles of Corporate Governance. To be considered independent, the Board must determine that a director meets the independence requirements of the NYSE, does not have any appearance of a conflict, and does not have any direct or indirect material relationship with Kenvue. Highlights of our Board’s independence include:

  62. Director Independence

    | •Independent Board: all directors are independent other than the CEO •Independent Committees: each member of the Board’s Audit Committee, Compensation & Human Capital Committee, and Nominating, Governance & Sustainability Committee is independent •Heightened Committee Independence: Audit Committee and Compensation & Human Capital Committee members meet the NYSE heightened independence requirements | •Independent Board and Committee Chairs: the Chair of the Board and each chair of our Board’s standing Committees are independent •Independent Executive Sessions: the Board and each Committee hold executive sessions with only independent directors present at each regularly scheduled quarterly meeting •Agenda Preparation: Board and Committee agendas are prepared by the independent chairs, in consultation with management |

  63. Director Independence

    Mr. Mongon is not independent because he serves as our Chief Executive Officer. Peter Fasolo and Joseph Wolk, former directors who resigned from our Board in December 2024, were not independent in light of their relationships to our former parent, J&J. On March 5, 2025, we entered into the Cooperation Agreement with Starboard. The Cooperation Agreement is described in “Proposal 1 - Election of Directors” on page 10. One of our directors, Mr. Smith, is a Managing Member and the Chief Executive Officer and Chief Investment Officer of Starboard. Our Board agreed that, pursuant to the Cooperation Agreement, it would include Ms. Hofstetter, Ms. Mann and Mr. Smith in our slate of recommended director nominees standing for election at the Annual Meeting. Based on the Nominating, Governance & Sustainability Committee’s recommendation and its own review, our Board determined that each of Ms. Hofstetter, Ms. Mann and Mr. Smith is an independent director under the listing standards of the NYSE and our “Standards of Independence” in our Principles of Corporate Governance, notwithstanding the Cooperation Agreement. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and with J&J and all other facts and circumstances our Board deemed relevant, including those relationships described under the section titled “Certain Relationships and Related Person Transactions”.

  64. 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 2024 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 are generally granted on the date of our annual shareholder meeting. Non-employee directors are also permitted to elect to convert their cash retainers into additional DSUs. DSUs immediately vest upon grant and will generally be payable in Kenvue shares following the time the non-employee director departs the Board. Non-employee directors who join the Board between annual meetings will have their annual cash retainers and DSU grant for the term prorated. 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 (the “Deferred Fee Plan”), which generally provides under 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.

  65. Director Compensation

    | 40 | 2025 Proxy Statement | |

  66. Director Compensation

    Director Compensation

  67. 2024 Director Compensation Table

    2024 Director Compensation Table

  68. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in | | All Other Compensation ($) | Total ($) | | | Cash ($)(1) | Stock Award ($)(2) | | | | Larry J. Merlo | 200,000 | 279,994 | — | 479,994 | | Richard E. Allison, Jr.(3) | 100,000 | 179,995 | — | 279,995 | | Peter M. Fasolo(4) | 92,308 | 179,995 | — | 272,303 | | Tamara S. Franklin | 100,000 | 179,995 | — | 279,995 | | Seemantini Godbole | 100,000 | 179,995 | — | 279,995 | | Melanie L. Healey | 125,000 | 179,995 | — | 304,995 | | Betsy D. Holden | 125,000 | 179,995 | — | 304,995 | | Kathleen M. Pawlus | 37,637 | 138,566 | — | 176,203 | | Kirk L. Perry(3) | 7,967 | 85,298 | — | 93,265 | | Vasant Prabhu | 130,000 | 179,995 | — | 309,995 | | Michael E. Sneed | 100,000 | 179,995 | — | 279,995 | | Joseph J. Wolk(4) | 92,308 | 179,995 | — | 272,303 |

  69. 2024 Director Compensation Table

    (1)Includes annual retainer for each director and additional retainers for directors who serve as the independent Chair or as the chair of a Committee. (2)Includes the grant date fair value of 9,259 DSUs granted to each director (except for Ms. Pawlus and Mr. Perry) as their annual award. Includes the grant date fair value of 6,424 DSUs granted to Ms. Pawlus and 3,516 DSUs granted to Mr. Perry as their annual awards. Ms. Pawlus and Mr. Perry joined our Board effective August 15, 2024, and December 1, 2024, respectively, and their annual awards were prorated based on the number of days that each director will serve on our Board before our Annual Meeting. For Mr. Merlo, includes the grant date fair value of an additional 5,144 DSUs, granted for his service as independent Chair. Grant date fair value was calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The number of DSUs granted was calculated based on Kenvue’s closing stock price on the date of grant. (3)This director elected to receive additional DSUs in lieu of cash. (4)Mr. Fasolo and Mr. Wolk resigned from our Board effective as of December 1, 2024.

  70. 2024 Director Compensation Table

    | | 2025 Proxy Statement | 41 |

  71. 2024 Director Compensation Table

    Director Compensation

  72. 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 executive and shareholder interests by rewarding executives for delivering value to shareholders | | Vehicle | Cash | Cash | Mix of performance share units (“PSUs”), stock options and restricted share units (“RSUs”) |

  73. Peer Groups

    Peer Groups

  74. Kenvue Compensation Peer Group

    Kenvue Compensation Peer Group The CHCC developed and approved a Compensation Peer Group to help inform compensation levels for our executive officers, with input from the CHCC’s independent compensation consultant. The CHCC used the following selection criteria to determine our Compensation Peer Group, among other factors: •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.

  75. Kenvue Compensation Peer Group

    | 48 | 2025 Proxy Statement | |

  76. Kenvue Compensation Peer Group

    Executive Compensation In 2024, the CHCC used the following 17-company Compensation Peer Group to evaluate our pay levels and pay mix to ensure that our compensation programs remain competitive:

  77. Kenvue Compensation Peer Group

    | Compensation Peer Group | | | | | The Campbell’s Company Church & Dwight Co., Inc. The Clorox Company The Coca-Cola Company Colgate-Palmolive Company | Conagra Brands, Inc. The Estée Lauder Companies Inc. General Mills, Inc. The Hershey Company | Hormel Foods Corporation The J. M. Smucker Company Kellanova Keurig Dr Pepper Inc. Kimberly-Clark Corporation | The Kraft Heinz Company Mondelēz International, Inc. Perrigo Company plc |

  78. Kenvue Compensation Peer Group

    The CHCC also considers data from WTW's Executive Compensation Survey that is utilized by Semler Brossy in its competitive assessment of executive officer pay levels. For purposes of evaluating executive compensation levels for 2024, the CHCC did not make any changes to the Compensation Peer Group used in 2023. Likewise, after reviewing the Compensation Peer Group and consulting with Semler Brossy, the CHCC determined that the same Compensation Peer Group remained the appropriate peer group to use to evaluate compensation levels for 2025.

  79. Kenvue Performance Peer Group

    Kenvue Performance Peer Group The CHCC uses a second peer group, referred to as the Performance Peer Group, to assess Kenvue’s relative Total Shareholder Return (“TSR”), a measure applicable to PSUs, to compare Kenvue's relative performance against a broader array of consumer companies. The Performance Peer Group is also used to compare Kenvue’s incentive metrics and goals relative to market. In addition to the 17 companies in the Compensation Peer Group, the Performance Peer Group includes 13 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. Therefore, the Performance Peer Group includes a total of 30 companies.

  80. Kenvue Performance Peer Group

    | Performance Peer Group (30 companies) 17 companies in the Compensation Peer Group, plus the following 13 companies | | | | | Beiersdorf AG Brown-Forman Corporation Constellation Brands, Inc. Haleon plc | L’Oreal S.A. McCormick & Company, Incorporated Molson Coors Beverage Company | Monster Beverage Corporation PepsiCo, Inc. The Procter & Gamble Company | Reckitt Benckiser Group plc Tyson Foods, Inc. Unilever PLC | | Compensation Peer Group (17 companies) | | | | | The Campbell’s Company Church & Dwight Co., Inc. The Clorox Company The Coca-Cola Company Colgate-Palmolive Company | Conagra Brands, Inc. The Estée Lauder Companies Inc. General Mills, Inc. The Hershey Company Hormel Foods Corporation | The J. M. Smucker Company Kellanova Keurig Dr Pepper Inc. Kimberly-Clark Corporation The Kraft Heinz Company | Mondelēz International, Inc. Perrigo Company plc |

  81. Kenvue Performance Peer Group

    | | 2025 Proxy Statement | 49 |

  82. Kenvue Performance Peer Group

    Executive Compensation

  83. Key Executive Compensation Practices

    | | We Do | | We Do Not | | Benchmark compensation levels using an established peer group and survey data, both of which are size- and industry-relevant Maintain robust clawback policies with protections beyond those required by the NYSE Cap incentive award levels and payout opportunities Require meaningful share ownership Engage an independent compensation consultant that reports directly to the independent CHCC | | No guaranteed pay increases or incentive awards No excise tax gross-ups No repricing of options No hedging, pledging or short-selling of Kenvue securities No automatic single-trigger acceleration of equity in connection with a change in control No individual employment or severance agreements, other than as required by law | |

  84. 2024 Target Total Direct Compensation

    | Officer | Salary ($) | Target Annual Incentive (% Salary) | Target Annual Incentive ($) | Target Long- Term Incentive ($) | Target Total Direct Compensation ($) | | T. Mongon | 1,250,000 | 170% | 2,125,000 | 9,062,500 | 12,437,500 | | P. Ruh | 750,000 | 100% | 750,000 | 2,040,000 | 3,540,000 | | C. Lawson(1) | 664,260 | 85% | 564,621 | 1,766,000 | 2,994,881 | | E. Xie | 595,000 | 85% | 505,750 | 1,695,750 | 2,796,500 | | M. Stevens | 595,000 | 85% | 505,750 | 1,695,750 | 2,796,500 |

  85. Annual Incentive

    Annual Incentive

  86. 2024 Annual Incentive Plan Design

    2024 Annual Incentive Plan Design The CHCC approved the below 2024 annual incentive plan design for our NEOs, informed by our business priorities and market practices. Each NEO’s target annual incentive opportunity was based on a percentage of their base salary. Payouts under the 2024 annual incentive plan were based on actual achievement of corporate financial goals, referred to as the “Kenvue Performance Factor” (70% weighting), and individual performance goals, referred to as the “Individual Compensation Factor” (30% weighting), each of which are described below. Payouts under the annual incentive plan could range from 0-200% of target.

  87. 2024 Annual Incentive Plan Design

    | Annual Incentive | = | Target Bonus AmountX | [(70% x Kenvue Performance Factor) | + | (30% x Individual Compensation Factor)] |

  88. 2024 Financial Results

    2024 Financial Results Our fiscal 2024 financial results were impacted by a slower-than-expected recovery in our Skin Health & Beauty business in the United States, low cold, cough & flu, allergy and sun seasons, and a temporary disruption in our distributor network in the Asia Pacific region. These headwinds negatively impacted our fiscal 2024 Organic net sales and Free cash flow results, which fell short of our annual incentive plan thresholds, as well as our Adjusted net income performance, which was below our annual incentive plan target. However, we drove meaningful productivity improvements, which resulted in above-target Adjusted gross profit margin performance in our annual incentive plan. The table below sets out the 2024 annual incentive plan measures, weightings and goals, and the corresponding achievements. Adjusted net income and Free cash flow targets for 2024 were set lower than 2023 actual results because 2023 results benefited from a number of Separation-related items, including certain non-recurring benefits, and the fact that the Company did not incur a full-year of public company costs and interest expense. Additionally, in 2024 we introduced Our Vue Forward, our two-year restructuring plan, and increased capital investments to exit Transition Services Agreements.

  89. 2024 Financial Results

    | Measure(1) | Weighting (% of Financial) | Threshold (50% of Target Payout) | Target (100% of Target Payout) | Maximum (200% of Target Payout) | Payout % | Weighted Payout % | | Organic net sales | | | | | 0% | 0% | | Adjusted gross profit margin | | | | | 188.2% | 37.6% | | Adjusted net income | | | | | 79.4% | 15.9% | | Free cash flow | | | | | 0% | 0% | | Kenvue Performance Factor | | | | | | 53.5% |

  90. Earned Annual Incentives

    Earned Annual Incentives Based on the performance achievements described above, the following annual incentives were earned by our NEOs for 2024 performance.

  91. Earned Annual Incentives

    | Officer | Target Annual Incentive | | Performance Factor (% of Target) | | | 2024 Annual Incentive Award as a % of Target | | | Percentage of Salary | Value (a) | Kenvue Performance Factor (b) | Individual Compensation Factor (c) | 2024 Annual Incentive Award Value (d = a x b x 70% + a x c x 30%) | | | T. Mongon | 170% | $2,125,000 | 53.5% | 53.5% | $1,136,875 | 53.5% | | P. Ruh | 100% | $750,000 | 53.5% | 50.0% | $393,375 | 52.5% | | C. Lawson(1) | 85% | $564,621 | 53.5% | 180.0% | $516,346 | 91.5% | | E. Xie | 85% | $505,750 | 53.5% | 0.0% | $189,403 | 37.5% | | M. Stevens | 85% | $505,750 | 53.5% | 120.0% | $371,473 | 73.5% |

  92. 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 1.1071 USD.

  93. Long-Term Incentive Grants

    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 2024, 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. The CHCC considers individual performance for the prior year when determining actual long-term incentive grants and whether they should differ from target long-term incentive grants. For the March 2024 grant, Mr. Lawson received an above-target grant based on his prior performance. All other NEOs received their LTI grants at target. The table below shows the target and actual long-term incentive values of the March 2024 awards.

  94. Long-Term Incentive Grants

    | Officer | 2024 Target Value ($) | 2024 Actual Value ($) | | T. Mongon | 9,062,500 | 9,062,500 | | P. Ruh | 2,040,000 | 2,040,000 | | C. Lawson | 1,766,000 | 2,040,000 | | E. Xie | 1,695,750 | 1,695,750 | | M. Stevens | 1,695,750 | 1,695,750 |

  95. Long-Term Incentive Grants

    | 56 | 2025 Proxy Statement | |

  96. Long-Term Incentive Grants

    Executive Compensation

  97. 2024 Long-Term Incentive Award Design

    2024 Long-Term Incentive Award Design Long-term incentive awards granted to our NEOs in March 2024 consisted of 50% PSUs, 30% stock options, and 20% RSUs. Stock options and RSUs vest in equal tranches on the first, second, and third anniversaries of the grant date, subject to each NEO’s continued service through each vesting date. PSUs vest following the end of the three-year performance period on December 31, 2026, subject to continued service through the third anniversary of the grant date, and achievement with respect to the following performance measures:

  98. 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 Organic net sales is a key driver of value creation in the consumer staples industry, we included this measure 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 |

  99. 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 definitions of non-GAAP financial measures and a reconciliation of such measures to the most directly comparable GAAP measures. (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 modifier based on relative TSR, as shown below.

  100. 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 |

  101. 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.

  102. 2024 Long-Term Incentive Award Design

    | | 2025 Proxy Statement | 57 |

  103. 2024 Long-Term Incentive Award Design

    Executive Compensation

  104. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant In 2024, the CHCC reappointed Semler Brossy to continue to serve as its independent compensation consultant. Semler Brossy provides services related to our executive compensation program, including reviewing and advising on: •Our Compensation Peer Group and our Performance Peer Group; •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; •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 CHCC. As part of the reappointment process, the CHCC reviewed the independence of Semler Brossy under NYSE and SEC rules and concluded that Semler Brossy remains independent, and their work does not present any conflict of interest. In reaching this conclusion, the CHCC considered factors relevant to Semler Brossy’s independence, including the six factors set forth in the NYSE listing standards.

  105. 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/or non-solicitation agreements with Kenvue.

  106. 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.

  107. 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 regarding the executive severance program below under the section titled “Executive Compensation Tables — Potential Payments upon Termination or Change of Control”.

  108. Severance Arrangements

    | 60 | 2025 Proxy Statement | |

  109. Severance Arrangements

    Executive Compensation

  110. Equity Grant Process

    Equity Grant Process The CHCC has adopted equity grant guidelines which outline the process and procedure for granting long-term incentive awards, including stock options. Unless otherwise approved by the CHCC, annual long-term incentive awards are granted at a predetermined time each year, following a regularly scheduled 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 business days before or one business 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.

  111. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation of our NEOs for fiscal years 2024, 2023 and 2022. Such compensation was paid or granted by J&J prior to the completion of the Separation in August 2023 and by Kenvue after the Separation.

  112. 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 | 2024 | 1,250,000 | 1,500,000 | 6,246,004 | 2,718,747 | 1,136,875 | — | 316,343 | 13,167,969 | | | 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 | | Paul Ruh Chief Financial Officer | 2024 | 750,000 | 1,000,000 | 1,405,976 | 611,997 | 393,375 | — | 142,235 | 4,303,583 | | | 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 | | Carlton Lawson Group President, Europe, Middle East, Africa & Latin America(8) | 2024 | 664,260 | 750,000 | 1,405,976 | 611,997 | 516,346 | 177,000 | 369,652 | 4,495,231 | | | 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 | | Ellie Bing Xie Group President, Asia Pacific | 2024 | 595,000 | 750,000 | 1,168,717 | 508,725 | 189,403 | — | 1,099,472 | 4,311,317 | | | 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 | | Meredith Stevens Chief Operations Officer | 2024 | 595,000 | 750,000 | 1,168,717 | 508,725 | 371,473 | — | 112,641 | 3,506,556 | | | 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 |

  113. Summary Compensation Table

    (1)Reflects base salaries paid during the applicable year. (2)Bonus amounts for all NEOs in 2024 reflect the second tranche of Engagement Awards, which were approved by J&J’s Compensation & Benefits Committee in connection with the Separation and earned six months after the Separation in February 2024. (3)Amounts reported for 2024 represent the aggregate grant date fair value of annual PSU grants and annual RSU grants awarded to our NEOs in fiscal year 2024. 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 29, 2024. 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 PSU awards would be: Mr. Mongon, $8,867,029; Mr. Ruh, $1,995,966; Mr. Lawson, $1,995,966; Ms. Xie, $1,659,157; and Ms. Stevens, $1,659,157. If performance is achieved below the threshold level, the aggregate value of the PSU awards for each of our NEOs would be zero. Amounts for 2023 also include the grant of incentive awards made in connection with the Separation. (4)Amounts reported for 2024 represent the aggregate grant date fair value of annual stock option grants awarded to our NEOs in fiscal year 2024 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 29, 2024. Amounts for 2023 also include the grant of incentive awards made in connection with the Separation. (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 2024 corporate and individual performance, please see the Compensation Discussion & Analysis.

  114. Summary Compensation Table

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  115. Summary Compensation Table

    Executive Compensation (6)Amounts reported reflect the annual increase in the present value of accrued pension benefits. (7)All Other Compensation includes perquisites and other personal benefits; and employer contributions to our 401(k) Savings Plan and Excess Savings Plan, as applicable.

  116. Summary Compensation Table

    | Name | International Assignment & Localization Benefits ($) | Other Benefits ($) | Life Insurance Premiums ($) | Registrant Contributions to Defined Contribution Plans ($) | Total ($) | | Thibaut Mongon | — | 19,545 | 2,622 | 294,175 | 316,343 | | Paul Ruh | — | 25,000 | 3,612 | 113,623 | 142,235 | | Carlton Lawson | 316,165 | 53,487 | — | — | 369,652 | | Ellie Bing Xie | 998,861 | 18,886 | 2,812 | 78,913 | 1,099,472 | | Meredith Stevens | — | 25,000 | 4,317 | 83,324 | 112,641 |

  117. Summary Compensation Table

    Details for the amounts in the International Assignment & Localization Benefits and Other Benefits columns are as follows: •Thibaut Mongon: $19,545 related to personal use of company car and executive protection, as well as financial and tax services. •Paul Ruh: $25,000 related to financial and tax services, security services, and healthcare-related services. •Carlton Lawson: $144,564 related to his prior relocation to Switzerland at the Company’s request, which included a contractual housing allowance of $114,253, as well as supplemental health insurance and other localization-related expenses; a one-time transition allowance of $171,601 pursuant to an amendment to his employment agreement, which discontinued the above-referenced contractual housing allowance; a car allowance; financial and tax services; and healthcare-related services. •Ellie Bing Xie: $998,861 related to her international assignment in Singapore, at the Company’s request, paid in accordance with our global mobility and tax equalization policy. In line with market practice, these payments were similar to the types of payments generally made to other employees on international assignment with the Company. Specifically, this amount consists of (1) $927,649 related to tax equalization, tax preparation, and housing allowance and (2) $71,213 related to items such as transportation and cost of living adjustments. Tax equalization payments are in line with market practice and are designed to ensure that there is no undue tax burden on the employee due to the global assignment. There is no incremental benefit to Ms. Xie as a result of these payments. Other Benefits of $18,886 include financial and tax services and healthcare-related services. •Meredith Stevens: $25,000 related to financial and tax services, security services, and healthcare-related services. (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 1.1071 USD.

  118. Summary Compensation Table

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  119. Summary Compensation Table

    Executive Compensation

  120. 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 29, 2024.

  121. 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 ($) | Grant Date Fair Value of Stock and Option Awards(5) ($) | | 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 | — | — | — | — | — | — | — | | | 2024 - 2026 PSUs(2) | 3/5/2024 | 2/20/2024 | — | — | — | 119,181 | 238,361 | 476,722 | — | — | — | 4,433,515 | | | RSUs(3) | 3/5/2024 | 2/20/2024 | — | — | — | — | — | — | 95,344 | — | — | 1,812,489 | | | Stock Options(4) | 3/5/2024 | 2/20/2024 | — | — | — | — | — | — | — | 857,649 | 19.01 | 2,718,747 | | Paul Ruh | Annual Incentive(1) | | | 375,000 | 750,000 | 1,500,000 | — | — | — | — | — | — | — | | | 2024 - 2026 PSUs(2) | 3/5/2024 | 2/20/2024 | — | — | — | 26,828 | 53,655 | 107,310 | — | — | — | 997,983 | | | RSUs(3) | 3/5/2024 | 2/20/2024 | — | — | — | — | — | — | 21,462 | — | — | 407,993 | | | Stock Options(4) | 3/5/2024 | 2/20/2024 | — | — | — | — | — | — | — | 193,059 | 19.01 | 611,997 | | Carlton Lawson | Annual Incentive(1) | | | 282,311 | 564,621 | 1,129,242 | — | — | — | — | — | — | — | | | 2024 - 2026 PSUs(2) | 3/5/2024 | 2/20/2024 | — | — | — | 26,828 | 53,655 | 107,310 | — | — | — | 997,983 | | | RSUs(3) | 3/5/2024 | 2/20/2024 | — | — | — | — | — | — | 21,462 | — | — | 407,993 | | | Stock Options(4) | 3/5/2024 | 2/20/2024 | — | — | — | — | — | — | — | 193,059 | 19.01 | 611,997 | | Ellie Bing Xie | Annual Incentive(1) | | | 252,875 | 505,750 | 1,011,500 | — | — | — | — | — | — | — | | | 2024 - 2026 PSUs(2) | 3/5/2024 | 2/20/2024 | — | — | — | 22,301 | 44,601 | 89,202 | — | — | — | 829,579 | | | RSUs(3) | 3/5/2024 | 2/20/2024 | — | — | — | — | — | — | 17,840 | — | — | 339,138 | | | Stock Options(4) | 3/5/2024 | 2/20/2024 | — | — | — | — | — | — | — | 160,481 | 19.01 | 508,725 | | Meredith Stevens | Annual Incentive(1) | | | 252,875 | 505,750 | 1,011,500 | — | — | — | — | — | — | — | | | 2024 - 2026 PSUs(2) | 3/5/2024 | 2/20/2024 | — | — | — | 22,301 | 44,601 | 89,202 | — | — | — | 829,579 | | | RSUs(3) | 3/5/2024 | 2/20/2024 | — | — | — | — | — | — | 17,840 | — | — | 339,138 | | | Stock Options(4) | 3/5/2024 | 2/20/2024 | — | — | — | — | — | — | — | 160,481 | 19.01 | 508,725 |

  122. Grants of Plan-Based Awards

    (1)Amounts represent the potential range of annual cash incentive amounts for 2024 performance. Actual amount earned for fiscal year 2024 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 1.1071 USD. (2)Amounts represent the potential payout of PSU awards. (3)Amounts represent annual RSU awards. (4)Amounts represent annual stock option awards. (5)Grant date fair value computed in accordance with FASB ASC Topic 718.

  123. Grants of Plan-Based Awards

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  124. Grants of Plan-Based Awards

    Executive Compensation

  125. 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 29, 2024, 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. Amounts for RSUs and PSUs granted after the Separation reflect additional RSUs and PSUs, as applicable, that reflect the reinvestment of dividend credited during the vesting period. Such additional RSUs and PSUs are subject to the same vesting conditions as the awards to which they relate.

  126. 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 | — | — | — | — | | | Stock Options(3) | 2/8/2021 | 514,646 | — | 22.23 | 2/8/2031 | — | — | — | — | | | RSUs(3) | 2/14/2022 | — | — | — | — | 23,195 | 499,388 | — | — | | | RSUs (converted PSUs)(4) | 2/14/2022 | — | — | — | — | — | — | 139,170 | 2,996,330 | | | Stock Options(3) | 2/14/2022 | — | 458,189 | 22.40 | 2/14/2032 | — | — | — | — | | | RSUs(5) | 2/13/2023 | — | — | — | — | 16,876 | 363,340 | — | — | | | RSUs (converted PSUs)(4) | 2/13/2023 | — | — | — | — | — | — | 156,417 | 3,367,658 | | | Stock Options(5) | 2/13/2023 | 139,659 | 279,311 | 21.97 | 2/13/2033 | — | — | — | — | | | Founder Stock Options(6) | 10/2/2023 | — | 880,424 | 20.32 | 10/2/2033 | — | — | — | — | | | Founders PSUs(7) | 10/2/2023 | — | — | — | — | — | — | 351,004 | 3,778,554 | | | Dec 2023 PSUs(8) | 12/7/2023 | — | — | — | — | — | — | 109,841 | 1,182,438 | | | Dec 2023 RSUs(9) | 12/7/2023 | — | — | — | — | 14,645 | 315,301 | — | — | | | Dec 2023 Stock Options(9) | 12/7/2023 | 64,706 | 129,411 | 20.81 | 12/7/2033 | — | — | — | — | | | March 2024 PSUs(10) | 3/5/2024 | — | — | — | — | — | — | 245,096 | 5,276,918 | | | Mar 2024 RSUs(11) | 3/5/2024 | — | — | — | — | 98,038 | 2,110,758 | — | — | | | Mar 2024 Stock Options(11) | 3/5/2024 | — | 857,649 | 19.01 | 3/5/2034 | — | — | — | — |

  127. Outstanding Equity Awards at Fiscal Year-End

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  128. Outstanding Equity Awards at Fiscal Year-End

    Executive Compensation

  129. Outstanding Equity Awards at Fiscal Year-End

    | Paul Ruh | Stock Options(3) | 2/8/2021 | 95,899 | — | 22.23 | 2/8/2031 | — | — | — | — | | | RSUs(3) | 2/14/2022 | — | — | — | — | 9,105 | 196,031 | — | — | | | RSUs (converted PSUs)(4) | 2/14/2022 | — | — | — | — | — | — | 22,758 | 489,980 | | | Stock Options(3) | 2/14/2022 | — | 89,913 | 22.40 | 2/14/2032 | — | — | — | — | | | RSUs(5) | 2/13/2023 | — | — | — | — | 5,201 | 111,978 | — | — | | | RSUs (converted PSUs)(4) | 2/13/2023 | — | — | — | — | — | — | 20,091 | 432,559 | | | Stock Options(5) | 2/13/2023 | 21,528 | 43,041 | 21.97 | 2/13/2033 | — | — | — | — | | | Founder Stock Options(6) | 10/2/2023 | — | 198,186 | 20.32 | 10/2/2033 | — | — | — | — | | | Founders PSUs(7) | 10/2/2023 | — | — | — | — | — | — | 79,011 | 850,555 | | | Dec 2023 PSUs(8) | 12/7/2023 | — | — | — | — | — | — | 61,411 | 661,091 | | | Dec 2023 RSUs(9) | 12/7/2023 | — | — | — | — | 8,187 | 176,273 | — | — | | | Dec 2023 Stock Options(9) | 12/7/2023 | 36,177 | 72,352 | 20.81 | 12/7/2033 | — | — | — | — | | | March 2024 PSUs(10) | 3/5/2024 | — | — | — | — | — | — | 55,171 | 1,187,832 | | | Mar 2024 RSUs(11) | 3/5/2024 | — | — | — | — | 22,068 | 475,133 | — | — | | | Mar 2024 Stock Options(11) | 3/5/2024 | — | 193,059 | 19.01 | 3/5/2034 | — | — | — | — | | Carlton Lawson | Stock Options(3) | 2/10/2020 | 31,173 | — | 20.44 | 2/10/2030 | — | — | — | — | | | Stock Options(3) | 2/8/2021 | 34,225 | — | 22.23 | 2/8/2031 | — | — | — | — | | | RSUs(3) | 2/14/2022 | — | — | — | — | 11,846 | 255,044 | — | — | | | RSUs (converted PSUs)(4) | 2/14/2022 | — | — | — | — | — | — | 29,618 | 637,676 | | | Stock Options(3) | 2/14/2022 | — | 117,012 | 22.40 | 2/14/2032 | — | — | — | — | | | RSUs(5) | 2/13/2023 | — | — | — | — | 9,038 | 194,588 | — | — | | | RSUs (converted PSUs)(4) | 2/13/2023 | — | — | — | — | — | — | 34,907 | 751,548 | | | Stock Options(5) | 2/13/2023 | 37,403 | 74,794 | 21.97 | 2/13/2033 | — | — | — | — | | | Founder Stock Options(6) | 10/2/2023 | — | 168,624 | 20.32 | 10/2/2033 | — | — | — | — | | | Founders PSUs(7) | 10/2/2023 | — | — | — | — | — | — | 67,227 | 723,696 | | | Dec 2023 PSUs(8) | 12/7/2023 | — | — | — | — | — | — | 25,960 | 279,464 | | | Dec 2023 RSUs(9) | 12/7/2023 | — | — | — | — | 3,461 | 74,514 | — | — | | | Dec 2023 Stock Options(9) | 12/7/2023 | 15,295 | 30,587 | 20.81 | 12/7/2033 | — | — | — | — | | | March 2024 PSUs(10) | 3/5/2024 | — | — | — | — | — | — | 55,171 | 1,187,832 | | | Mar 2024 RSUs(11) | 3/5/2024 | — | — | — | — | 22,068 | 475,133 | — | — | | | Mar 2024 Stock Options(11) | 3/5/2024 | — | 193,059 | 19.01 | 3/5/2034 | — | — | — | — |

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  131. Outstanding Equity Awards at Fiscal Year-End

    Executive Compensation

  132. Outstanding Equity Awards at Fiscal Year-End

    | 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 | — | — | — | — | | | Stock Options(3) | 2/8/2021 | 98,988 | — | 22.23 | 2/8/2031 | — | — | — | — | | | RSUs(3) | 2/14/2022 | — | — | — | — | 11,520 | 248,026 | — | — | | | RSUs (converted PSUs)(4) | 2/14/2022 | — | — | — | — | — | — | 28,803 | 620,129 | | | Stock Options(3) | 2/14/2022 | — | 113,797 | 22.40 | 2/14/2032 | — | — | — | — | | | RSUs(5) | 2/13/2023 | — | — | — | — | 8,252 | 177,666 | — | — | | | RSUs (converted PSUs)(4) | 2/13/2023 | — | — | — | — | — | — | 31,885 | 686,484 | | | Stock Options(5) | 2/13/2023 | 34,166 | 68,318 | 21.97 | 2/13/2033 | — | — | — | — | | | Founder Stock Options(6) | 10/2/2023 | — | 164,742 | 20.32 | 10/2/2033 | — | — | — | — | | | Founders PSUs(7) | 10/2/2023 | — | — | — | — | — | — | 65,678 | 707,022 | | | Dec 2023 PSUs(8) | 12/7/2023 | — | — | — | — | — | — | 22,966 | 247,229 | | | Dec 2023 RSUs(9) | 12/7/2023 | — | — | — | — | 3,061 | 65,901 | — | — | | | Dec 2023 Stock Options(9) | 12/7/2023 | 13,530 | 27,058 | 20.81 | 12/7/2033 | — | — | — | — | | | March 2024 PSUs(10) | 3/5/2024 | — | — | — | — | — | — | 45,861 | 987,392 | | | Mar 2024 RSUs(11) | 3/5/2024 | — | — | — | — | 18,344 | 394,948 | — | — | | | Mar 2024 Stock Options(11) | 3/5/2024 | — | 160,481 | 19.01 | 3/5/2034 | — | — | — | — | | Meredith Stevens | Stock Options(3) | 2/8/2021 | 103,566 | — | 22.23 | 2/8/2031 | — | — | — | — | | | RSUs(3) | 2/14/2022 | — | — | — | — | 9,794 | 210,865 | — | — | | | RSUs (converted PSUs)(4) | 2/14/2022 | — | — | — | — | — | — | 24,484 | 527,141 | | | Stock Options(3) | 2/14/2022 | — | 96,721 | 22.40 | 2/14/2032 | — | — | — | — | | | RSUs(5) | 2/13/2023 | — | — | — | — | 6,430 | 138,438 | — | — | | | RSUs (converted PSUs)(4) | 2/13/2023 | — | — | — | — | — | — | 24,825 | 534,482 | | | Stock Options(5) | 2/13/2023 | 26,602 | 53,199 | 21.97 | 2/13/2033 | — | — | — | — | | | Founder Stock Options(6) | 10/2/2023 | — | 164,742 | 20.32 | 10/2/2033 | — | — | — | — | | | Founders PSUs(7) | 10/2/2023 | — | — | — | — | — | — | 65,678 | 707,022 | | | Dec 2023 PSUs(8) | 12/7/2023 | — | — | — | — | — | — | 43,935 | 472,961 | | | Dec 2023 RSUs(9) | 12/7/2023 | — | — | — | — | 5,629 | 121,189 | — | — | | | Dec 2023 Stock Options(9) | 12/7/2023 | 25,883 | 51,764 | 20.81 | 12/7/2033 | — | — | — | — | | | March 2024 PSUs(10) | 3/5/2024 | — | — | — | — | — | — | 45,861 | 987,392 | | | Mar 2024 RSUs(11) | 3/5/2024 | — | — | — | — | 18,148 | 390,728 | — | — | | | Mar 2024 Stock Options(11) | 3/5/2024 | — | 160,481 | 19.01 | 3/5/2034 | — | — | — | — |

  133. Outstanding Equity Awards at Fiscal Year-End

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  134. Outstanding Equity Awards at Fiscal Year-End

    Executive Compensation (1)The awards are valued based on the closing price of Kenvue common stock on the NYSE ($21.53) on the last trading day of the fiscal year (December 27, 2024). (2)Assumes maximum-level payout of the Founder Shares PSU awards, maximum-level payout of the December 2023 PSU awards and target-level payout of the March 2024 PSU awards, each based on interim performance through December 29, 2024. Maximum-level payout 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 2025 and 2026. (6)These option awards vest in full on October 2, 2026. (7)These PSUs vest on October 2, 2026, to the extent they are earned based on achievement of a performance measure over a three-year performance period. (8)These PSUs vest on December 1, 2026, to the extent they are earned based on achievement of a performance measure over a three-year performance period. (9)These option and RSU awards vest in equal annual installments on each December 1 of 2025 and 2026. (10)These PSUs vest on March 5, 2027, to the extent they are earned based on achievement of performance measures over a three-year performance period. (11)These option and RSU awards vest in equal annual installments on each March 5 of 2025, 2026 and 2027.

  135. Options Exercised and Stock Vested

    Options Exercised and Stock Vested The following table shows common stock acquired and the value of such shares in connection with vesting of RSUs or PSUs or the exercise of options in 2024.

  136. 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 | — | — | 218,708 | 4,331,492 | | Paul Ruh | — | — | 43,306 | 869,023 | | Carlton Lawson | — | — | 19,318 | 386,126 | | Ellie Bing Xie | — | — | 43,462 | 860,296 | | Meredith Stevens | — | — | 46,099 | 920,593 |

  137. 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 29, 2024. Because Mr. Lawson has worked in positions covered by both UK and Swiss pension plans, his pension benefit is split between these plans.

  138. 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 | 93,000 | — | | | Swiss Pension Plan | 3.42 | 65 | 624,000 | — |

  139. 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 5.68% 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 0.87% 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).

  140. Pension Benefits

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  141. Pension Benefits

    Executive Compensation •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). •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 an interest rate that is defined yearly by the Board of Trustees of the pension fund, depending on the financial situation of the pension fund. 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.

  142. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation

  143. 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 | 263,137 | 16,635 | — | 449,153 | | Paul Ruh | 94,469 | 5,304 | — | 178,635 | | Carlton Lawson | — | — | — | — | | Ellie Bing Xie | 57,093 | 4,310 | — | 124,178 | | Meredith Stevens | 65,742 | 2,056 | — | 160,439 |

  144. Non-qualified Deferred Compensation

    (1)Includes Kenvue contributions to our NEOs’ Excess Savings Plan accounts. These amounts are included in the “All Other Compensation” column of the 2024 Summary Compensation Table. (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. There are no above-market earnings from this plan and, in accordance with SEC rules, no amounts are included in the “Change in Pension Value and Non-qualified Deferred Compensation Earnings” column of the 2024 Summary Compensation Table. (3)Includes the Excess Savings Plan balances. Kenvue’s 401(k) Savings Plan provides a matching contribution of 6% of eligible compensation to employees who contribute at least 6% of eligible compensation to the 401(k) Savings Plan and a 3% non-elective company contribution. The compensation covered under Kenvue’s 401(k) Savings Plan is limited by the IRS’ covered compensation limit, which was $345,000 in 2024. The Excess Savings Plan credits an unfunded account for each participant with up to 9% of the amount of the participant’s eligible compensation over the IRS limit (up to 6% company matching contribution and 3% non-elective company contribution). •Earnings: The Excess Savings Plan accounts were credited with earnings equal to the return on each NEO’s default Target Date Fund, as determined by birth year, under Kenvue’s 401(k) Savings Plan. •Distribution: Account balances will be paid out in a lump sum six months after the NEO’s termination of employment unless the NEO made an irrevocable deferral or installment election before December 15, 2008.

  145. Non-qualified Deferred Compensation

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  146. Non-qualified Deferred Compensation

    Executive Compensation

  147. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control Payments and benefits received by our 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 29, 2024. The actual amounts to be paid out can only be determined at the time of each NEO’s departure from the Company.

  148. Pay Versus Performance

    Pay Versus Performance

  149. 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 2024. 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”:

  150. 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) | Organic Net Sales ($ Millions)(7) | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(5) | | | | 2024 | $13,167,969 | $16,087,516 | $4,154,171 | $4,782,844 | $84.82 | $113.13 | $1,030 | $15,460 | | 2023 | $19,722,593 | $16,974,909 | $5,837,043 | $5,295,491 | $81.56 | $97.45 | $1,664 | $15,221 |

  151. Pay Versus Performance Disclosure

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

  152. Pay Versus Performance Disclosure

    | Year | PEO | Non-PEO NEOs | | 2024 | Thibaut Mongon | Paul Ruh, Carlton Lawson, Ellie Bing Xie, Meredith Stevens | | 2023 | Thibaut Mongon | Paul Ruh, Carlton Lawson, Ellie Bing Xie, Meredith Stevens |

  153. 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 2024 includes the end-of-year value of awards granted during the fiscal year and the year- over-year change in fair value from the Separation through the end of the fiscal year for unvested awards granted in prior years (for 2023, measured from the Separation through year-end), regardless of if, when, or at which intrinsic value those awards 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:

  154. Pay Versus Performance Disclosure

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | PEO Fiscal Year 2024 ($) | NEO Average Fiscal Year 2024 ($) | | Summary Compensation Table Total | $13,167,969 | $4,154,171 | | (Minus): Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (8,964,751) | (1,847,707) | | (Minus): Change in Pension Value | — | (44,250) | | Plus: Pension Service Cost and Associated Prior Service Cost | — | — | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | 11,239,206 | 2,315,437 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | 1,093,868 | 239,725 | | Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | 1,089 | | 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 | (854,165) | (126,834) | | (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 | — | — | | Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation | 405,389 | 91,213 | | Compensation Actually Paid | $16,087,516 | $4,782,844 |

  155. 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’s 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 March 5, 2024 used an expected term between 4.3 years and 6.9 years in 2024, 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.

  156. Pay Versus Performance Disclosure

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  157. Pay Versus Performance Disclosure

    Executive Compensation (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 applicable 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 applicable 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 applicable fiscal year. (7)Organic net sales is a non-GAAP financial measure used for purposes of the annual incentive plan. Organic net sales means our reported GAAP net sales for the fiscal year ended December 29, 2024, excluding the impact of changes in foreign currency exchange rates and the impact of acquisitions and divestitures.

  158. Pay Versus Performance Relationship Description

    Pay Versus Performance Relationship Description We believe the compensation actually paid to our PEO and Non-PEO NEOs in 2024 reflects our pay-for-performance philosophy. As described in the section “Compensation, Discussion & Analysis”, 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. Relative to 2023, CAP to our PEO and the average CAP for non-PEO NEOs declined in 2024, while our cumulative TSR and Organic net sales increased over the same period. CAP declined year-over-year primarily because the value of equity awards issued to our PEO and non-PEO NEOs decreased from the prior year. 2023 CAP included one-time incentive awards related to the Separation. Our cumulative TSR increased between 2023 and 2024, which is directionally aligned with the increase in the cumulative TSR of the S&P 500 Consumer Staples Sector over the same period. The year-over-year decrease in CAP for the PEO and the average CAP for non-PEO NEOs is directionally aligned with the decrease to the company’s Net Income, which is a GAAP financial measure.

  159. Pay Ratio

    Pay Ratio In accordance with SEC rules, we calculated the ratio of the total annual compensation of our CEO as compared to the total annual compensation of our median employee. We identified the median employee by using the following methodology: •Included all employees as of October 5, 2024, except for: •our CEO; •1,032 non-U.S. employees excluded under the de minimis exemption (fewer than 5% of our ~22,000 employees)1; and •independent contractors. •Calculated the consistently applied compensation measure using 2024 base salaries and target bonuses. •Converted compensation paid in foreign currency into U.S. dollars using the exchange rates on September 29, 2024. For 2024, the annual total compensation for our Chief Executive Officer, as reported in the Summary Compensation Table was $13,167,969. When calculated in accordance with the requirements of the Summary Compensation Table, the annual total compensation for our median employee was $72,465. The ratio of our CEO’s annual total compensation to the median employee’s annual total compensation was 182 to 1. The foregoing represents a reasonable estimate calculated in accordance with SEC rules. SEC rules for identifying the median employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions. As such, the methodologies, assumptions, adjustments, and estimates we used may differ materially from that which other companies may apply, which may limit the comparability between our pay ratio and the reported pay ratio of other companies. (1)We excluded employees from the following countries: Belgium (106), United Arab Emirates (95), Egypt (75), Ukraine (73), Portugal (70), Turkey (67), Taiwan (48), Ireland (47), Saudi Arabia (46), Ecuador (38), Vietnam (38), Peru (36), Chile (31), Hong Kong (30), New Zealand (30), Hungary (29), Romania (28), Finland (19), Panama (18), Netherlands (17), Austria (16), Denmark (16), Norway (15), Guatemala (11), Paraguay (10), Slovakia (9), Costa Rica (8), Dominican Republic (3) and Latvia (3).

  160. Pay Ratio

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