DEF 14A of Kenvue Inc., Apr 8, 2026

DEF 14A of Kenvue Inc.

Filed Apr 8, 2026 · FY20250001944048-26-000085

Open on EDGAR

  1. 2026 Director Nominees Snapshot (Page 8)

    2026 Director Nominees Snapshot (Page 8) 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 8.

  2. 2026 Director Nominees Snapshot (Page 8)

    | 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 Former 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 | Kathleen M. Pawlus Retired Partner and Global Assurance CFO and COO of Ernst and Young, LLP –Independent Director •Audit Committee | | Kirk L. Perry Chief Executive Officer of Kenvue | 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 | Michael E. Sneed Former EVP, Corporate Affairs & Chief Communications Officer of Johnson & Johnson –Independent Director |

  3. Director Nominees

    Director Nominees

  4. Director Nominees

    | Richard E. Allison, Jr. Age: 59 Independent Director since: May 2023 Committees: •Audit Committee •Compensation & Human Capital Committee Other Public Company Boards: •Starbucks Corporation (2019-Present) •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) |

  5. Director Nominees

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

  6. Director Nominees

    | | 2026 Proxy Statement | 13 |

  7. Director Nominees

    Proposal 1 - Election of Directors

  8. Director Nominees

    | Seemantini Godbole Age: 56 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) |

  9. Director Nominees

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

  10. Director Nominees

    | 14 | 2026 Proxy Statement | |

  11. Director Nominees

    Proposal 1 - Election of Directors

  12. Director Nominees

    | Melanie L. Healey Age: 65 Independent Director since: May 2023 Committees: •Nominating, Governance & Sustainability Committee (Chair) Other Public Company Boards: •Hilton Worldwide Holdings, Inc. (2017-Present) •PPG Industries, Inc. (2016-Present) •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) |

  13. 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 | | |

  14. Director Nominees

    | | 2026 Proxy Statement | 15 |

  15. Director Nominees

    Proposal 1 - Election of Directors

  16. Director Nominees

    | Sarah Hofstetter Age: 51 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 a CPG expert who has worked with global consumer brands, helping them adapt to changes in technology and marketing. She 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 25 years, including the sale of two companies. Career Highlights •Ms. Hofstetter served as President and later Chairwoman 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, 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 was part of the leadership team that sold the business to Dentsu Group, Inc., a Japanese advertising and public relations company. •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. –Chairwoman (2025-2026) –Special Advisor to the Board (2020) –President (2020-2025) •Comscore, Inc. –President (2018-2019) •360i –Chairwoman (2018) –Chief Executive Officer (2013-2018) –President (2011-2013) –Senior Vice President, Brand Strategy & Emerging Media (2006-2010) •Kayak Communications –President and Founder (2004-2005) •Net2Phone, Inc. (1996-2005) |

  17. Director Nominees

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

  18. Director Nominees

    | 16 | 2026 Proxy Statement | |

  19. Director Nominees

    Proposal 1 - Election of Directors

  20. Director Nominees

    | Betsy D. Holden Age: 70 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 |

  21. 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 | | |

  22. Director Nominees

    | | 2026 Proxy Statement | 17 |

  23. Director Nominees

    Proposal 1 - Election of Directors

  24. Director Nominees

    | Erica L. Mann Age: 67 Independent Director since: March 2025 Committees: •Nominating, Governance & Sustainability Committee Other Public Company Boards: •ALS Limited (2024-Present) •DSM-Firmenich AG (2019-Present) •Kellanova (2019-2025) •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 and DSM-Firmenich AG. She previously served on the boards of Perrigo Company plc, Blackmores Limited and Kellanova. 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) |

  25. 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 | | |

  26. Director Nominees

    | 18 | 2026 Proxy Statement | |

  27. Director Nominees

    Proposal 1 - Election of Directors

  28. Director Nominees

    | Larry J. Merlo Independent Board Chair Age: 70 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, National Association of Chain Drug Stores, the Partnership for Rhode Island and Business Roundtable. He currently serves as an Emeritus Trustee of the University of Pittsburgh, and he 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) |

  29. 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 | | |

  30. Director Nominees

    | | 2026 Proxy Statement | 19 |

  31. Director Nominees

    Proposal 1 - Election of Directors

  32. Director Nominees

    | Kathleen M. Pawlus Age: 66 Independent Director since: August 2024 Committees: •Audit Committee Other Public Company Boards: •AMC Entertainment Holdings, Inc. (2014-2025) | 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 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, from 2014 through 2025. She was Chair of the AMC audit committee from 2016 through 2024 and a member of the compensation committee from 2022 through 2025. 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) |

  33. 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 | | |

  34. Director Nominees

    | 20 | 2026 Proxy Statement | |

  35. Director Nominees

    Proposal 1 - Election of Directors

  36. Director Nominees

    | Kirk L. Perry Chief Executive Officer Age: 59 Director since: December 2024 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 Kenvue’s CEO and the former President and Chief Executive Officer of Circana, Inc., Mr. Perry brings to Kenvue’s Board of Directors a deep understanding of the global consumer marketplace from both the manufacturer and technology-based service provider perspective, and is a seasoned consumer products and brand strategist with more than 30 years of global consumer-packaged goods and technology 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: •Kenvue Inc. –Chief Executive Officer (2025-Present) •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) |

  37. 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 | | |

  38. Director Nominees

    | | 2026 Proxy Statement | 21 |

  39. Director Nominees

    Proposal 1 - Election of Directors

  40. Director Nominees

    | Vasant Prabhu Age: 66 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. Prabhu 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) |

  41. Director Nominees

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

  42. Director Nominees

    | 22 | 2026 Proxy Statement | |

  43. Director Nominees

    Proposal 1 - Election of Directors

  44. Director Nominees

    | Jeffrey C. Smith Age: 53 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) |

  45. Director Nominees

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

  46. Director Nominees

    | | 2026 Proxy Statement | 23 |

  47. Director Nominees

    Proposal 1 - Election of Directors

  48. Director Nominees

    | Michael E. Sneed Age: 67 Independent Director since: May 2023 Other Public Company Boards: •Wayfair, Inc. (2020-Present) | 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) |

  49. 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 | | |

  50. Director Nominees

    | 24 | 2026 Proxy Statement | |

  51. 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. Perry, 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. In addition, Tamara S. Franklin, whose term ended effective May 22, 2025, was determined to be independent through May 22, 2025. 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:

  52. 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 the chair of each 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 |

  53. Director Independence

    Mr. Perry is not independent due to his service as our Chief Executive Officer. In making these determinations, our Board considered the current and prior relationships that each non-employee director has with our Company and with our former parent company, Johnson & Johnson (“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”.

  54. 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 2025 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 that dividend equivalents are 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. In 2025, the Board also approved a one-time additional cash retainer for Mr. Merlo with an aggregate value of $1,000,000, with 50% of the retainer paid in 2025, and the remaining 50% to be paid upon the closing of the Pending Transaction. In approving this additional retainer, the Board took into account that, following our initial public offering, Mr. Merlo has consistently expended additional time and effort, in excess of the typical expectations for his role, to assist Kenvue through its first years as a public company and that these additional contributions continued through our recent strategic review, and in the process and negotiations that led to the entry into the Merger Agreement, in which Mr. Merlo played a key role. The additional retainer is also intended to compensate Mr. Merlo for the additional contributions expected of him in connection with closing the Pending Transaction. The Board also approved a one-time additional cash retainer in the amount of $20,000 to each of Mr. Allison, Ms. Healey, Mr. Prabhu, Mr. Smith and Ms. Holden in light of their contributions either as members of the Strategic Review Committee or with respect to CEO succession matters.

  55. Director Compensation

    | 36 | 2026 Proxy Statement | |

  56. Director Compensation

    Director Compensation

  57. 2025 Director Compensation Table

    2025 Director Compensation Table

  58. 2025 Director Compensation Table

    | Name(1) | Fees Earned or Paid in | | All Other Compensation ($) | Total ($) | | | Cash ($)(2) | Stock Award ($)(3) | | | | Larry J. Merlo | 700,000(4) | 279,979 | — | 979,979 | | Richard E. Allison, Jr.(5) | 20,000 | 277,147 | — | 297,147 | | Tamara S. Franklin(6) | 254,954 | — | — | 254,954 | | Seemantini Godbole | 100,000 | 179,986 | — | 279,986 | | Melanie L. Healey | 145,000 | 179,986 | — | 324,986 | | Sarah Hofstetter(5) | — | 259,290 | — | 259,290 | | Betsy D. Holden | 145,000 | 179,986 | — | 324,986 | | Erica L. Mann | 82,142 | 179,986 | — | 262,128 | | Kathleen M. Pawlus | 100,000 | 179,986 | — | 279,986 | | Vasant Prabhu | 150,000 | 179,986 | — | 329,986 | | Jeffrey C. Smith(5) | 20,000 | 259,290 | — | 279,290 | | Michael E. Sneed | 100,000 | 179,986 | — | 279,986 |

  59. 2025 Director Compensation Table

    (1)Since Mr. Perry served as CEO during fiscal year 2025, his compensation is required to be reported in the Summary Compensation Table and related tables and narrative disclosures, including his compensation during the period he served as a non-employee director. Accordingly, Mr. Perry is not included in this table. (2)Includes an annual retainer for each director, and additional retainers for directors who serve as the independent Chair or as the chair of a Committee. For Ms. Mann and Mr. Smith, includes compensation prorated from March 5, 2025, the day they started their service on the Board of Directors. For Ms. Franklin, includes prorated compensation through May 22, 2025, her last day serving on the Board of Directors. (3)Includes the grant date fair value of 7,659 DSUs granted to each director as their annual award. For Mr. Merlo, includes the grant date fair value of an additional 4,255 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. For Ms. Hofstetter and Mr. Smith, includes annual retainer received as DSUs in lieu of cash prorated from March 5, 2025, the day they started their service on the Board of Directors. (4)Amount includes the portion (50%) of Mr. Merlo’s one-time additional retainer described above that was payable in 2025. (5)This director elected to receive additional DSUs in lieu of cash. (6)Ms. Franklin’s term on the Board (and as a member of the Audit Committee) ended effective May 22, 2025.

  60. 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”) |

  61. Peer Groups

    Peer Groups

  62. 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. In 2025, 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:

  63. 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 |

  64. 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 2025, the CHCC did not make any changes to the Compensation Peer Group used in 2024. The Compensation Peer Group will be updated in 2026 to remove Kellanova, as it was acquired in December 2025.

  65. Kenvue Compensation Peer Group

    | 44 | 2026 Proxy Statement | |

  66. Kenvue Compensation Peer Group

    Executive Compensation

  67. 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.

  68. 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 |

  69. 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 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 | |

  70. 2025 Target Total Direct Compensation

    | Officer | Salary ($) | Target Annual Incentive (% Salary) | Target Annual Incentive ($) | Target Long-Term Incentive ($) | Target Total Direct Compensation ($) | | K. Perry(1) | 1,250,000 | 120% | 1,500,000 | 5,000,000 | 7,750,000 | | A. Banati(2) | 900,000 | 110% | 990,000 | 3,200,000 | 5,090,000 | | M. Wondrasch(3) | 575,000 | 80% | 460,000 | 1,500,000 | 2,535,000 | | C. Lawson(4) | 784,234 | 110% | 862,657 | 1,766,000 | 3,412,891 | | M. Orlando | 660,000 | 95% | 627,000 | 1,775,000 | 3,062,000 | | 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 |

  71. 2025 Target Total Direct Compensation

    (1)Mr. Perry's target compensation was established pursuant to the terms of his offer letters. The base salary shown of $1,250,000 reflects the annualized rate in effect for the majority of 2025 under his interim CEO offer letter; his base salary increased to $1,350,000 upon his appointment as permanent CEO effective November 2, 2025 under the terms of his permanent CEO offer letter. His 2025 annual incentive award was not subject to the standard AIP structure (see “2025 Annual Incentive — CEO” below). (2)Mr. Banati's target compensation reflects the terms of his offer letter upon his appointment as Chief Financial Officer, effective May 12, 2025. (3)Mr. Wondrasch's target compensation reflects the terms of his offer letter upon his appointment as Chief Technology & Data Officer as of August 25, 2025. (4)Mr. Lawson’s salary is denominated in Swiss Francs and is CHF 650,000 in local currency. For the purpose of establishing his variable incentive compensation, his salary was converted into USD at the fiscal year-end exchange rate of 1.00 CHF = 1.2065 USD, which was also the exchange rate used to reflect his salary in the above table.

  72. Annual Incentive

    Annual Incentive

  73. 2025 Annual Incentive — CEO

    2025 Annual Incentive — CEO Pursuant to the Interim CEO Offer Letter, Mr. Perry did not participate in the Annual Incentive Plan applicable to other NEOs, but was instead eligible for a performance-based cash bonus of up to $1,500,000, with the actual amount determined based on the Board’s evaluation of his performance against pre-established goals as well as other relevant performance considerations. The Board concluded that Mr. Perry achieved his pre-established performance goals, demonstrating strong leadership across a number of key areas during 2025. This included his work in refreshing Kenvue's strategy and operating model, implementing an organizational redesign to reduce complexity and drive end-to-end accountability across the business, strengthening critical leadership roles during a period of significant transition, and enhancing executional rigor across the organization. In addition to Mr. Perry’s achievement of his pre-established goals, the Board also recognized Mr. Perry's leadership in advancing the Pending Transaction. Reflecting Mr. Perry's strong performance and significant contributions during a pivotal year for the Company, the Board determined that Mr. Perry earned a 2025 cash incentive award of $1,500,000 (100% of his targeted opportunity).

  74. 2025 Annual Incentive — CEO

    | | 2026 Proxy Statement | 47 |

  75. 2025 Annual Incentive — CEO

    Executive Compensation

  76. 2025 Annual Incentive Plan Design — Other NEOs

    2025 Annual Incentive Plan Design — Other NEOs The CHCC approved the below 2025 annual incentive plan design for our NEOs, other than Mr. Perry, 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 2025 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.

  77. 2025 Annual Incentive Plan Design — Other NEOs

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

  78. 2025 Financial Results

    2025 Financial Results Our 2025 financial results were impacted by trade inventory reduction, driven by retailer inventory management in the United States, reduced shipments in China and lower seasonal incidences impacting Allergy Care, pediatric Pain Care, and Cough and Cold. These headwinds negatively impacted our 2025 Organic net sales and Adjusted Net Income results, which fell short of our annual incentive plan thresholds. Adjusted Gross Profit margin was below our annual incentive plan target largely due to the impact of the sales shortfall and tariffs. However, we drove meaningful productivity improvements in working capital, which contributed to deliver above-target Free Cash Flow performance vs. our annual incentive plan. The table below sets out the 2025 annual incentive plan measures, weightings and goals, and the corresponding achievements.

  79. 2025 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 | | | | | 79.8% | 16.0% | | Adjusted net income | | | | | 0% | 0% | | Free cash flow | | | | | 170.5% | 34.1% | | Kenvue Performance Factor | | | | | | 50.1% |

  80. Earned Annual Incentives

    Earned Annual Incentives Based on the performance achievements described above, the following annual incentives were earned by our NEOs for 2025 performance. Mr. Perry's annual incentive was determined pursuant to his offer letter and is described separately above under “2025 Annual Incentive — CEO”. Pursuant to the terms of their offer letters, Messrs. Banati and Wondrasch were eligible for a full-year 2025 annual incentive. Messrs. Mongon and Ruh did not receive 2025 annual incentive awards.

  81. Earned Annual Incentives

    | Officer | Target Annual Incentive | | Performance Factor (% of Target) | | | 2025 Annual Incentive Award as a % of Target | | | Percentage of Salary | Value (a) | Kenvue Performance Factor (b) | Individual Compensation Factor (c) | 2025 Annual Incentive Award Value (d = a x b x 70% + a x c x 30%) | | | A. Banati | 110% | $990,000 | 50.1% | 100.0% | $644,193 | 65.1% | | M. Wondrasch(1) | 80% | $460,000 | 50.1% | 100.0% | $299,322 | 65.1% | | C. Lawson(2) | 110% | $862,657 | 50.1% | 100.0% | $561,331 | 65.1% | | M. Orlando(1) | 95% | $627,000 | 50.1% | 120.0% | $445,609 | 71.1% |

  82. Earned Annual Incentives

    (1)A portion of the annual incentives for Messrs. Wondrasch and Orlando was paid in December 2025, based on the then-anticipated earned annual incentive award each would receive. This early payment was made to mitigate or eliminate certain potential adverse tax consequences for the Company and the executive under Section 280G. As a condition to such pre-payment, each of Messrs. Wondrasch and Orlando had to agree to repay any portion of the pre-paid annual incentive that ultimately was not earned, whether as a result of failure to achieve the performance criteria or the executive’s termination of employment. No such repayment was necessary. (2)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 $1.2065 USD.

  83. 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 2025, awards were granted as a combination of PSUs, stock options, and RSUs, which we believe balances our complementary priorities of driving financial performance, creating shareholder value, and motivating and retaining executive officers. As a result of our separation from Johnson & Johnson, the performance-based awards that were granted by Johnson & Johnson, which were subject to Johnson & Johnson performance conditions, were converted into solely time-based awards. As a result, our first grant of performance-based awards, other than the Founder Shares awards, occurred in 2024 and has a performance period of 2024 – 2026. Therefore, other than the Founder Shares awards, which have a performance period scheduled to end in October 2026, our first determination of performance achievement for annual equity awards is expected to occur in early 2027.

  84. 2025 Long-Term Incentive Award — CEO

    2025 Long-Term Incentive Award — CEO Mr. Perry's 2025 long-term incentive award was granted pursuant to his Interim CEO Offer Letter and was separate from the Company's regular annual LTI grant program. On July 31, 2025, Mr. Perry received an equity grant with a value of $5,000,000, consisting of $2,500,000 in RSUs and $2,500,000 in stock options, each vesting on the one-year anniversary of his Start Date, subject to his continued service as interim Chief Executive Officer or as a member of the Board of Directors through such date. PSUs were not included in Mr. Perry's grant given the anticipated interim nature of his role at the time of grant.

  85. 2025 Annual Long-Term Incentive Awards — Other NEOs

    2025 Annual Long-Term Incentive Awards — Other NEOs 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 annual equity grants received in 2025, Messrs. Lawson and Orlando received above-target grants based on their 2024 performance, Mr. Banati received a grant at target consistent with the terms of the CFO Offer Letter, and, prior to their departures, Messrs. Mongon and Ruh received below-target grants based on their 2024 performance. The table below shows the target and actual 2025 annual long-term incentive award values for these NEOs.

  86. 2025 Annual Long-Term Incentive Awards — Other NEOs

    | | 2026 Proxy Statement | 51 |

  87. 2025 Annual Long-Term Incentive Awards — Other NEOs

    Executive Compensation Mr. Wondrasch joined Kenvue in August 2025 and did not receive an annual LTI grant. His sign-on LTI grant is described under “Offer Letter with Mr. Wondrasch” below.

  88. 2025 Annual Long-Term Incentive Awards — Other NEOs

    | Officer | 2025 Target Value ($) | 2025 Actual Value ($) | | A. Banati(1) | 3,200,000 | 3,200,000 | | C. Lawson | 1,766,000 | 2,119,200 | | M. Orlando | 1,775,000 | 1,952,500 | | T. Mongon | 9,062,500 | 8,156,250 | | P. Ruh | 2,040,000 | 1,836,000 |

  89. 2025 Annual Long-Term Incentive Awards — Other NEOs

    (1)Reflects Mr. Banati’s annual long-term incentive award granted pursuant to his offer letter. Mr. Banati also received a sign-on LTI grant in 2025, which is described in more detail below under “Offer Letter with Mr. Banati”. These awards will be forfeited upon Mr. Banati’s expected departure on May 12, 2026. 2025 annual LTI awards consisted of 50% PSUs, 30% stock options, and 20% RSUs. Annual stock options and RSUs granted in 2025 vest in equal annual installments 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, 2027, subject to continued service through the third anniversary of the grant date, and achievement with respect to the following performance measures:

  90. 2025 Annual Long-Term Incentive Awards — Other NEOs

    | PSU Performance Measure | Weighting | How it aligns with our strategic priorities | | Organic net sales(1) | | 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 2025 annual incentive plan and 2025 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 |

  91. 2025 Annual Long-Term Incentive Awards — Other NEOs

    (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 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.

  92. 2025 Annual Long-Term Incentive Awards — Other NEOs

    | 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 |

  93. 2025 Annual Long-Term Incentive Awards — Other NEOs

    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.

  94. 2025 Annual Long-Term Incentive Awards — Other NEOs

    | 52 | 2026 Proxy Statement | |

  95. 2025 Annual Long-Term Incentive Awards — Other NEOs

    Executive Compensation

  96. 2026 Annual Long-Term Incentive Awards

    2026 Annual Long-Term Incentive Awards As a result of the Pending Transaction, we agreed with Kimberly-Clark that all equity awards granted following the entry into the Merger Agreement would be in the form of RSUs, as Kimberly-Clark no longer grants stock options and the closing of the Pending Transaction is expected to occur well before any performance period relevant to PSUs would have been completed. As a result, the 2026 annual long-term incentive awards, which were otherwise granted in the ordinary course of business, were granted solely in the form of RSUs.

  97. 2025 Offer Letters with Named Executive Officers

    2025 Offer Letters with Named Executive Officers Three of our 2025 NEOs (Messrs. Perry, Banati, and Wondrasch) joined Kenvue mid-year in 2025 pursuant to individually negotiated offer letters. The material terms of each offer letter are summarized below. Consistent with our historical practice, none of the offer letters provide for any expected term of employment or right to continued employment with Kenvue and, other than Mr. Perry’s permanent CEO offer letter, none of the offer letters provide for any severance rights other than for participation in Kenvue’s Executive Severance Pay Plan in accordance with its terms. Mr. Perry’s permanent CEO offer letter provides for limited severance rights in lieu of his participation in the Executive Severance Pay Plan, with a value that is significantly lower than the severance he would have been eligible for under such plan.

  98. Interim and Permanent CEO Offer Letters with Mr. Perry

    Interim and Permanent CEO Offer Letters with Mr. Perry Mr. Perry was appointed as interim Chief Executive Officer as of July 14, 2025, pursuant to an offer letter between Mr. Perry and the Company. The terms of the interim CEO offer letter provided for (i) salary at an annualized rate of $1,250,000; (ii) eligibility for a cash incentive for the interim period of up to $1,500,000, dependent on the Board’s evaluation of his performance; and (iii) an equity grant of $5,000,000, granted as 50% stock options and 50% RSUs, with both awards vesting on the one-year anniversary of his appointment date. He was not granted PSUs, and the stock options and RSUs were subject to one-year vesting, given the anticipated interim nature of the interim role. In addition, the offer letter provided for perquisites consistent with those historically provided to Kenvue’s Chief Executive Officer, including use of private aircraft for business travel, car service in New Jersey, and security services. Given the anticipated interim nature of his role, he was also provided a furnished apartment within reasonable commuting distance of Summit, New Jersey. In addition, Mr. Perry was eligible to be reimbursed for up to $25,000 in reasonable attorneys’ fees incurred in connection with his negotiation of the interim CEO offer letter and any related documents. Mr. Perry was not eligible for the Company’s standard Executive Severance Pay Plan. In November 2025, Mr. Perry was appointed as permanent Chief Executive Officer and entered into a new offer letter reflecting the revised terms associated with such role. Reflecting the permanent nature of the role, his base salary was increased to $1,350,000 and he was made a participant in our standard annual incentive and long-term incentive programs for executive officers, beginning in 2026. Mr. Perry’s target bonus is set at 175% of his base salary and his 2026 long-term incentive grant had a grant-date value of $9,287,500 (made as 100% RSUs, consistent with all other employees, including executive officers). Mr. Perry continued to receive the perquisites that he had received in his service as Interim CEO, including use of private aircraft for all reasonable business travel, car service in New Jersey, security services, and the use of a furnished apartment within reasonable commuting distance of Summit, New Jersey. In addition, due to credible documented security threats to Mr. Perry as a result of his assumption to the CEO role, the Board may require Mr. Perry to use Company-provided transportation, although Mr. Perry will be solely responsible for all taxes imposed on any “imputed income” that results from such arrangements. Consistent with his interim CEO offer letter, Mr. Perry was eligible to be reimbursed for up to $25,000 in reasonable attorneys' fees incurred in connection with his negotiation of the permanent CEO offer letter and any related documents. Other elements of the permanent CEO offer letter reflect pay actions in connection with the Pending Transaction, including a potential transaction bonus of up to $4,000,000, based on the Board’s evaluation of Mr. Perry’s performance as permanent CEO through the closing of the Pending Transaction. This transaction bonus was granted in lieu of Mr. Perry’s participation in Kenvue’s Executive Severance Pay Plan, which the Board determined was a more appropriate incentive for Mr. Perry to align his incentives with those of Kenvue’s shareholders and ultimately with those of the combined company resulting from the Pending Transaction. The permanent CEO offer letter also provides that if Mr. Perry’s employment is terminated without “cause” or for “good reason” prior to December 31, 2026, he will receive the salary he would have received through the remainder of 2026 and his 2026 annual bonus based on actual performance. In approving these arrangements, the Board took into consideration the fact that the combined value of the transaction bonus and the potential severance Mr. Perry would receive was significantly less than what he would have been entitled to if he had been made a participant in the Executive Severance Pay Plan.

  99. Offer Letter with Mr. Banati

    Offer Letter with Mr. Banati Mr. Banati was appointed Chief Financial Officer effective May 12, 2025, pursuant to an offer letter between Mr. Banati and the Company. The offer letter provides for an annualized base salary of $900,000 and an annual incentive target of 110% of base salary. Pursuant to his offer letter, Mr. Banati was entitled to a full-year annual bonus for 2025, not subject to proration, based on Kenvue and individual performance, and an annual LTI award of $3,200,000. Mr. Banati also received sign-on awards of

  100. Offer Letter with Mr. Banati

    Executive Compensation $2,500,000 in cash, paid shortly after his start date, and $4,000,000 in RSUs, granted shortly after his appointment and in accordance with our equity grant guidelines. Mr. Banati’s offer letter also provided for additional awards of $4,000,000 in cash and $2,500,000 in RSUs contingent upon the acquisition of Kellanova (his prior employer) by Mars, Inc. closing by August 2026. As a result of the acquisition of Kellanova by Mars in December 2025, the contingent awards became payable, with the RSUs granted in January 2026, in accordance with our equity grant guidelines. The sign-on and contingent awards were designed to replace compensation forfeited by Mr. Banati from Kellanova and to induce him to join Kenvue. The decision was made to provide half of the value, and more than half of the sign-on portion, in the form of RSUs to align his interests with shareholders. The sign-on and contingent RSU awards vest in equal annual installments on the first, second, and third anniversaries of the respective grant dates, subject to Mr. Banati’s continued service through each vesting date. The sign-on and contingent cash awards are subject to full repayment in the event Mr. Banati resigns without “good reason” or is terminated for “cause” prior to the first anniversary of his start date with Kenvue, and partial (50%) repayment if such termination is after the first anniversary and prior to the second anniversary of his start date. Mr. Banati announced his voluntary departure from Kenvue in February 2026, with an expected final date of May 12, 2026. See the footnotes to the Summary Compensation Table for a summary of compensation that will be forfeited or recouped in conjunction with his expected departure, in accordance with the terms of his offer letter.

  101. Retention Bonuses

    Retention Bonuses Following the entry into the Merger Agreement, in order to recognize the additional effort that would be required of certain Kenvue executives in connection with the transactions contemplated by the Merger Agreement, and to help ensure that Kenvue and, after the first effective time, the combined company would have the benefit of the continued services of such executives, Kenvue, with the consent of Kimberly-Clark, provided certain executive officers with a cash retention bonus, including Mr. Orlando, who received an award of $1,750,000. The retention bonuses are generally payable in two equal installments, with the first installment payable upon the closing of the anticipated Merger and the second installment payable on the date that is six months following such closing. Payment of either installment is subject to the applicable executive’s continued employment through the applicable retention date; provided that if the executive’s employment is earlier terminated under circumstances that would entitle him or her to severance, he or she will receive any then-unpaid portion of the retention bonus. If the Merger Agreement is terminated, each of the executives will receive 50% of their retention bonus and will forfeit the remainder.

  102. 280G Mitigation Actions

    280G Mitigation Actions In December 2025, Kenvue conducted an analysis of the potential impact of Section 280G of the Internal Revenue Code (“Section 280G”) in connection with the Pending Transaction. Although the ultimate impact of Section 280G is contingent on numerous factors, including Kimberly-Clark’s stock price at the closing and the date on which the closing occurs, as a result of recent changes in Kenvue’s executive officers and other senior positions resulting in individuals with lower-than-normal compensation history (which lowers the threshold to trigger Section 280G), Kenvue identified three current Named Executive Officers (plus selected other executives) who it expected at the time could trigger the adverse tax consequences imposed by Section 280G. These consequences consist of a 20% excise tax on any impacted payments, payable by the individual, and the inability of the combined company to claim the benefit of a tax deduction with respect to such payments. As a result, it was deemed to be in the interests of Kenvue’s executive officers, Kenvue, the combined company and their respective stockholders to minimize the impact of Section 280G in connection with the Pending Transaction.

  103. 280G Mitigation Actions

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  104. 280G Mitigation Actions

    Executive Compensation Therefore, in order to preserve the retentive value of the impacted individuals’ equity awards and other compensation, as well as the ability of the combined company to potentially claim a tax deduction in respect of such payments, Kenvue, in consultation with Kimberly-Clark, approved certain customary actions to mitigate the impact of Section 280G for the impacted Named Executive Officers. These actions consist of: (i) for Mr. Perry, the acceleration of time-vesting RSUs scheduled to vest in July 2026; (ii) for each of Messrs. Wondrasch and Orlando, the payment of 75% of his expected 2025 bonus in December 2025, subject to a true-up at the time bonuses are normally paid; (iii) for Mr. Orlando, the acceleration of time-vesting RSUs scheduled to vest through March 31, 2026; and (iv) for Mr. Wondrasch, the payment in December 2025 of a sign-on cash award in the amount of $500,000 scheduled to be paid in February 2026. All of the foregoing amounts are subject to repayment by the applicable executive if it is determined that the executive would not have subsequently earned the applicable amount, whether as a result of a failure to achieve a required level of performance or to remain continuously employed. In addition, the above actions were made contingent on the applicable executive agreeing to an 18-month, post-termination non-compete covenant. If, even after taking certain prescribed steps (which include the actions described above), to mitigate the impact of Section 280G, it is ultimately determined that certain individuals (including the NEOs and other selected executives) would still be subject to the adverse tax consequences of Section 280G, Kenvue may, after consultation with Kimberly-Clark, provide such individuals with additional compensation to offset the impact of Section 280G. This additional compensation is contingent on Kenvue taking certain steps to mitigate the impact of Section 280G and is capped at $25 million in the aggregate for all employees. At this time, no such amounts have been allocated, any such permitted allocations would be subject to the approval of the CHCC, and the intent is that such amounts would only be allocated if all other reasonable mitigation strategies, including those described above, prove to be insufficient and the CHCC determines that the individual is unfairly impacted by Section 280G and providing such additional compensation is important for their proper retention and incentivization.

  105. Role of the Independent Compensation Consultant

    Role of the Independent Compensation Consultant In 2025, 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.

  106. Role of the Independent Compensation Consultant

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  107. Role of the Independent Compensation Consultant

    Executive Compensation 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.

  108. 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.

  109. 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.

  110. 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”.

  111. 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, stock options 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.

  112. Summary Compensation Table

    Summary Compensation Table The following table provides information regarding the compensation of our NEOs for fiscal years 2025, 2024 and 2023. 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.

  113. 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 ($)(7) | Total ($) | | Kirk Perry Chief Executive Officer | 2025 | 566,346 | 1,500,000 | 2,691,683 | 2,509,607 | — | — | 226,445 | 7,494,081 | | Amit Banati(8) Chief Financial Officer | 2025 | 553,846 | 6,500,000 | 6,355,660 | 960,135 | 644,193 | — | 179,569 | 15,193,403 | | Michael Wondrasch Chief Technology & Data Officer | 2025 | 187,981 | 500,000 | 2,999,993 | — | 299,321 | — | 31,897 | 4,019,192 | | Carlton Lawson(9) Group President, Europe, Middle East & Africa | 2025 | 774,180 | — | 1,560,057 | 635,758 | 561,331 | 395,000 | 70,112 | 3,996,438 | | | 2024 | 664,260 | 750,000 | 1,405,976 | 611,997 | 516,346 | 177,000 | 369,651 | 4,495,230 | | | 2023 | 665,120 | 750,000 | 2,140,379 | 1,228,660 | 644,501 | 279,000 | 215,441 | 5,923,101 | | Matthew Orlando General Counsel | 2025 | 647,500 | — | 1,437,347 | 585,746 | 445,609 | — | 159,786 | 3,275,988 | | Thibaut Mongon Former Chief Executive Officer | 2025 | 747,145 | — | 6,004,317 | 2,446,872 | — | — | 1,718,514 | 10,916,848 | | | 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 | | Paul Ruh Former Chief Financial Officer | 2025 | 324,007 | — | 1,351,566 | 550,800 | — | — | 987,647 | 3,214,020 | | | 2024 | 750,000 | 1,000,000 | 1,405,976 | 611,996 | 393,375 | — | 142,235 | 4,303,582 | | | 2023 | 666,923 | 1,000,000 | 2,450,206 | 1,376,729 | 646,000 | — | 14,619 | 6,154,477 |

  114. Summary Compensation Table

    (1)Reflects base salaries paid during the applicable year. (2)Bonus amounts for 2025 reflect the following payments: for Mr. Perry, a performance-based cash bonus earned pursuant to the terms of the Interim CEO Offer Letter; for Mr. Banati, a sign-on cash award paid in two tranches pursuant to the terms of his offer letter; and for Mr. Wondrasch, a sign-on cash award pursuant to the terms of his offer letter (as described in the “280G Mitigation Actions” section above, Mr. Wondrasch’s sign-on cash award was originally scheduled to be paid in February 2026, but payment was accelerated to December 2025 to reduce or eliminate potential adverse tax consequences for Mr. Wondrasch and the Company). (3)Amounts reported for 2025 represent the aggregate grant date fair value of PSU grants and RSU grants awarded to our NEOs in fiscal year 2025. 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 28, 2025. 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. Banati $3,431,354, Mr. Lawson $2,272,436, Mr. Orlando $2,093,707, Mr. Mongon $8,746,137, and Mr. Ruh $1,968,740. If performance is achieved below the threshold level, the aggregate value of the PSU awards for each of our NEOs would be zero. This column also includes, for Mr. Perry, the grant date value of the annual grant of DSUs he received as a non-employee director prior to his appointment as interim CEO. For additional information on the DSUs, please see the “Director Compensation” section above. (4)Amounts reported for 2025 represent the aggregate grant date fair value of stock option grants awarded to our NEOs in fiscal year 2025 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 28, 2025. (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 2025 corporate and individual performance, please see the Compensation Discussion & Analysis.

  115. Summary Compensation Table

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  116. 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 severance paid in 2025 to Messrs. Mongon and Ruh; Mr. Perry’s cash retainer received for his non-employee director service prior to July 14, 2025; perquisites and other personal benefits; and employer contributions to our 401(k) Savings Plan and Excess Savings Plan, each as applicable.

  117. Summary Compensation Table

    | Name | Severance ($) | Other Benefits ($) | Life Insurance Premiums ($) | Registrant Contributions to Defined Contribution Plans ($) | Non-Employee Director Cash Retainers ($) | Total ($) | | Kirk Perry | — | 122,181 | 2,263 | 50,971 | 51,030 | 226,445 | | Amit Banati | — | 127,024 | 2,699 | 49,846 | — | 179,569 | | Michael Wondrasch | — | — | 938 | 30,959 | — | 31,897 | | Carlton Lawson | — | 70,112 | — | — | — | 70,112 | | Matthew Orlando | — | 24,968 | 1,076 | 133,742 | — | 159,786 | | Thibaut Mongon | 1,492,788 | 57,694 | 2,829 | 165,203 | — | 1,718,514 | | Paul Ruh | 894,231 | 14,598 | 1,528 | 77,290 | — | 987,647 |

  118. Summary Compensation Table

    Details for the amounts in the Other Benefits and Non-Employee Director Cash Retainers columns are as follows: •Kirk Perry: $77,865 related to expenses incurred for Mr. Perry to travel from his home to the Company’s headquarters and other facilities, as further described above; $51,030 related to cash retainer Mr. Perry was eligible to receive in exchange for his service as a non-employee director prior to his appointment as interim CEO, which cash retainer Mr. Perry elected to receive 100% in the form of DSUs in accordance with our non-employee director compensation program; $26,540 related to limited reimbursement of legal fees in conjunction with negotiating and entering into his two offer letters; remainder is for provision of furnished apartment and security services. •Amit Banati: $68,016 related to domestic relocation expenses; $44,129 to offset taxes on imputed income Mr. Banati incurred on these relocation expenses; remainder is for financial, tax, and healthcare-related services. •Carlton Lawson: $32,576 for a car allowance; remainder is for financial, tax, and healthcare-related services, and localization-related expenses related to his prior relocation to Switzerland at the Company’s request. •Matthew Orlando: $24,968 related to financial and tax services; security services; and healthcare-related services. •Thibaut Mongon: $57,694 related to personal use of company car, executive protection and other security services; financial and tax services; and limited reimbursement of legal fees in conjunction with his departure from the Company. •Paul Ruh: $14,598 related to financial and tax services; and security services. (8)Mr. Banati announced his voluntary departure from Kenvue in February 2026, with an expected final date of May 12, 2026. Per the terms of his offer letter and the relevant equity award agreements, Kenvue will recoup or Mr. Banati will forfeit the following amounts described in the Summary Compensation Table: $3,250,000 from the Bonus column (reflecting 50% of his cash sign-on awards); all amounts in the Stock Awards and Option Awards columns: $6,355,660 and $960,135, respectively; and $112,146 from the All Other Compensation column, reflecting reimbursement of relocation expenses plus the amount that was necessary to provide such relocation on a tax-neutral basis to Mr. Banati. The total of these recoupments and forfeitures is $10,677,941. When subtracting this amount from his Summary Compensation Table total of $15,193,403, the adjusted 2025 total (net of recoupments and forfeitures) is $4,515,462. Mr. Banati will not receive any payments or benefits in connection with his expected departure. (9)Cash amounts for Mr. Lawson have been converted from CHF to USD based on the fiscal year-end exchange rate of 1 CHF to 1.2065 USD.

  119. Summary Compensation Table

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  120. Summary Compensation Table

    Executive Compensation

  121. 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 28, 2025.

  122. Grants of Plan-Based Awards

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | 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 ($) | Grant Date Fair Value of Stock and Option Awards(2) ($) | | Name | Award | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Kirk Perry | RSUs | 7/31/2025 | 7/13/2025 | — | — | — | — | — | — | 117,150 | — | — | 2,511,696 | | | Stock Options | 7/31/2025 | 7/13/2025 | — | — | — | — | — | — | — | 614,250 | 21.44 | 2,509,608 | | | Deferred Stock Units | 5/22/2025 | 5/22/2025 | — | — | — | — | — | — | 7,659 | — | — | 179,987 | | Amit Banati(3) | Annual Incentive | | | 495,000 | 990,000 | 1,980,000 | — | — | — | — | — | — | — | | | 2025 - 2027 PSUs | 6/2/2025 | 5/5/2025 | — | — | — | 33,798 | 67,596 | 135,192 | — | — | — | 1,715,677 | | | RSUs | 6/2/2025 | 5/5/2025 | — | — | — | — | — | — | 196,028 | — | — | 4,639,983 | | | Stock Options | 6/2/2025 | 5/5/2025 | — | — | — | — | — | — | — | 225,352 | 23.67 | 960,135 | | Michael Wondrasch | Annual Incentive | | | 230,000 | 460,000 | 920,000 | — | — | — | — | — | — | — | | | RSUs | 10/1/2025 | 6/17/2025 | — | — | — | — | — | — | 189,274 | — | — | 2,999,993 | | Carlton Lawson | Annual Incentive | | | 431,329 | 862,657 | 1,725,314 | — | — | — | — | — | — | — | | | 2025 - 2027 PSUs | 3/10/2025 | 2/11/2025 | — | — | — | 22,149 | 44,297 | 88,594 | — | — | — | 1,136,218 | | | RSUs | 3/10/2025 | 2/11/2025 | — | — | — | — | — | — | 17,719 | — | — | 423,838 | | | Stock Options | 3/10/2025 | 2/11/2025 | — | — | — | — | — | — | — | 147,851 | 23.92 | 635,759 | | Matthew Orlando | Annual Incentive | | | 313,500 | 627,000 | 1,254,000 | — | — | — | — | — | — | — | | | 2025 - 2027 PSUs | 3/10/2025 | 2/11/2025 | — | — | — | 20,407 | 40,813 | 81,626 | — | — | — | 1,046,853 | | | RSUs | 3/10/2025 | 2/11/2025 | — | — | — | — | — | — | 16,325 | — | — | 390,494 | | | Stock Options | 3/10/2025 | 2/11/2025 | — | — | — | — | — | — | — | 136,220 | 23.92 | 585,746 | | Thibaut Mongon | Annual Incentive | | | 1,062,500 | 2,125,000 | 4,250,000 | — | — | — | — | — | — | — | | | 2025 - 2027 PSUs | 3/10/2025 | 2/11/2025 | — | — | — | 85,245 | 170,490 | 340,980 | — | — | — | 4,373,069 | | | RSUs | 3/10/2025 | 2/11/2025 | — | — | — | — | — | — | 68,196 | — | — | 1,631,248 | | | Stock Options | 3/10/2025 | 2/11/2025 | — | — | — | — | — | — | — | 569,040 | 23.92 | 2,446,872 | | Paul Ruh | Annual Incentive | | | 375,000 | 750,000 | 1,500,000 | — | — | — | — | — | — | — | | | 2025 - 2027 PSUs | 3/10/2025 | 2/11/2025 | — | — | — | 19,189 | 38,377 | 76,754 | — | — | — | 984,370 | | | RSUs | 3/10/2025 | 2/11/2025 | — | — | — | — | — | — | 15,351 | — | — | 367,196 | | | Stock Options | 3/10/2025 | 2/11/2025 | — | — | — | — | — | — | — | 128,093 | 23.92 | 550,800 |

  123. Grants of Plan-Based Awards

    (1)Amounts represent the potential range of annual cash incentive amounts for 2025 performance. Actual amount earned for fiscal year 2025 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 1.2065 USD. (2)Grant date fair value computed in accordance with FASB ASC Topic 718. (3)Mr. Banati’s stock awards and option awards will be forfeited upon his expected departure.

  124. Grants of Plan-Based Awards

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  125. Grants of Plan-Based Awards

    Executive Compensation

  126. 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 28, 2025, for each of our NEOs. Amounts for RSUs and PSUs granted after the Separation from J&J reflect additional RSUs and PSUs, as applicable, that reflect the reinvestment of dividends credited during the vesting period. Such additional RSUs and PSUs are subject to the same vesting conditions as the awards to which they relate.

  127. Outstanding Equity Awards at Fiscal Year-End

    | | | | Option Awards(1) | | | | Stock Awards | | | | | Name | Award | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#) | Equity incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | | Kirk Perry | 2025 Stock Options | 7/31/2025 | — | 614,250 | 21.44 | 7/31/2035 | — | — | — | — | | Amit Banati(5) | 2025 PSUs | 6/2/2025 | — | — | — | — | — | — | 69,095 | 1,187,737 | | | 2025 RSUs | 6/2/2025 | — | — | — | — | 200,374 | 3,444,429 | — | — | | | 2025 Stock Options | 6/2/2025 | — | 225,352 | 23.67 | 6/2/2035 | — | — | — | — | | Michael Wondrasch | Sign-on RSUs | 10/1/2025 | — | — | — | — | 191,555 | 3,292,826 | — | — | | Carlton Lawson | Stock Options | 2/10/2020 | 31,173 | — | 20.44 | 2/10/2030 | — | — | — | — | | | Stock Options | 2/8/2021 | 34,225 | — | 22.23 | 2/8/2031 | — | — | — | — | | | Stock Options | 2/14/2022 | 117,012 | — | 22.40 | 2/14/2032 | — | — | — | — | | | RSUs | 2/13/2023 | — | — | — | — | 4,519 | 77,682 | — | — | | | RSUs (converted PSUs) | 2/13/2023 | — | — | — | — | — | — | 34,907 | 600,051 | | | Stock Options | 2/13/2023 | 74,799 | 37,398 | 21.97 | 2/13/2033 | — | — | — | — | | | Founder Stock Options | 10/2/2023 | — | 168,624 | 20.32 | 10/2/2033 | — | — | — | — | | | Founder PSUs | 10/2/2023 | — | — | — | — | — | — | 34,964 | 601,025 | | | Dec 2023 PSUs | 12/7/2023 | — | — | — | — | — | — | 13,502 | 232,093 | | | Dec 2023 RSUs | 12/7/2023 | — | — | — | — | 1821 | 31302 | — | — | | | Dec 2023 Stock Options | 12/7/2023 | 30,589 | 15,293 | 20.81 | 12/7/2033 | — | — | — | — | | | March 2024 PSUs | 3/5/2024 | — | — | — | — | — | — | 57,387 | 986,488 | | | Mar 2024 RSUs | 3/5/2024 | — | — | — | — | 15,302 | 263,045 | — | — | | | Mar 2024 Stock Options | 3/5/2024 | 64,354 | 128,705 | 19.01 | 3/5/2034 | — | — | — | — | | | March 2025 PSUs | 3/10/2025 | — | — | — | — | — | — | 45,673 | 785,123.00 | | | Mar 2025 RSUs | 3/10/2025 | — | — | — | — | 18,269 | 314,053 | — | — | | | Mar 2025 Stock Options | 3/10/2025 | — | 147,851 | 23.92 | 3/10/2035 | — | — | — | — | | Matthew Orlando | Stock Options | 2/13/2017 | 42,782 | — | 15.62 | 2/13/2027 | — | — | — | — | | | Stock Options | 2/12/2018 | 37,707 | — | 17.49 | 2/11/2028 | — | — | — | — | | | Stock Options | 2/11/2019 | 20,913 | — | 17.82 | 2/11/2029 | — | — | — | — | | | Stock Options | 2/10/2020 | 40,589 | — | 20.44 | 2/10/2030 | — | — | — | — | | | Stock Options | 2/8/2021 | 36,426 | — | 22.23 | 2/8/2031 | — | — | — | — | | | Stock Options | 2/14/2022 | 32,433 | — | 22.40 | 2/14/2032 | — | — | — | — | | | Stock Options | 2/13/2023 | 22,668 | 11,328 | 21.97 | 2/13/2033 | — | — | — | — | | | Founder Stock Options | 10/2/2023 | — | 164,742 | 20.32 | 10/2/2033 | — | — | — | — | | | Founder PSUs | 10/2/2023 | — | — | — | — | — | — | 34,158 | 587,178 | | | Dec 2023 PSUs | 12/7/2023 | — | — | — | — | — | — | 33,237 | 571,344 | | | Dec 2023 RSUs | 12/7/2023 | — | — | — | — | 4,484 | 77,077 | — | — | | | Dec 2023 Stock Options | 12/7/2023 | 75,295 | 37,646 | 20.81 | 12/7/2033 | — | — | — | — | | | March 2024 PSUs | 3/5/2024 | — | — | — | — | — | — | 47,704 | 820,023 | | | Mar 2024 RSUs | 3/5/2024 | — | — | — | — | 6,773 | 116,433 | — | — | | | Mar 2024 Stock Options | 3/5/2024 | 53,494 | 106,987 | 19.01 | 3/5/2034 | — | — | — | — | | | March 2025 PSUs | 3/10/2025 | — | — | — | — | — | — | 42,081 | 723,372 | | | Mar 2025 RSUs | 3/10/2025 | — | — | — | — | 11,221 | 192,891 | — | — | | | Mar 2025 Stock Options | 3/10/2025 | — | 136,220 | 23.92 | 3/10/2035 | — | — | — | — |

  128. Outstanding Equity Awards at Fiscal Year-End

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  129. Outstanding Equity Awards at Fiscal Year-End

    Executive Compensation

  130. Outstanding Equity Awards at Fiscal Year-End

    | | | | Option Awards(1) | | | | Stock Awards | | | | | Name | Award | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#) | Equity incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | | Thibaut Mongon | Stock Options | 2/10/2020 | 432,986 | — | 20.44 | 2/10/2030 | — | — | — | — | | | Stock Options | 2/8/2021 | 514,646 | — | 22.23 | 2/8/2031 | — | — | — | — | | | Stock Options | 2/14/2022 | 458,189 | — | 22.40 | 2/14/2032 | — | — | — | — | | | RSUs | 2/13/2023 | — | — | — | — | 8,438 | 145,049 | — | — | | | RSUs (converted PSUs) | 2/13/2023 | — | — | — | — | — | — | 156,417 | 2,688,808 | | | Stock Options | 2/13/2023 | 279,318 | 139,652 | 21.97 | 2/13/2033 | — | — | — | — | | | Dec 2023 PSUs | 12/7/2023 | — | — | — | — | — | — | 30,607 | 526,131 | | | Dec 2023 RSUs | 12/7/2023 | — | — | — | — | 7,353 | 126,404 | — | — | | | Dec 2023 Stock Options | 12/7/2023 | 129,412 | 64,705 | 20.81 | 12/7/2033 | — | — | — | — | | | March 2024 PSUs | 3/5/2024 | — | — | — | — | — | — | 115,248 | 1,981,107 | | | Mar 2024 RSUs | 3/5/2024 | — | — | — | — | 64,863 | 1,115,001 | — | — | | | Mar 2024 Stock Options | 3/5/2024 | 285,884 | 571,765 | 19.01 | 3/5/2034 | — | — | — | — | | | March 2025 PSUs | 3/10/2025 | — | — | — | — | — | — | 20,049 | 344,640 | | | Mar 2025 RSUs | 3/10/2025 | — | — | — | — | 7,652 | 131,530 | — | — | | | Mar 2025 Stock Options | 3/10/2025 | — | 64,900 | 23.92 | 3/10/2035 | — | — | — | — | | Paul Ruh | Stock Options | 2/8/2021 | 95,899 | — | 22.23 | 5/16/2028 | — | — | — | — | | | Stock Options | 2/14/2022 | 89,913 | — | 22.40 | 5/16/2028 | — | — | — | — | | | Stock Options | 2/13/2023 | 43,048 | — | 21.97 | 5/16/2028 | — | — | — | — | | | Dec 2023 PSUs | 12/7/2023 | — | — | — | — | — | — | 15,412 | 264,939 | | | Dec 2023 RSUs | 12/7/2023 | — | — | — | — | — | — | — | — | | | Dec 2023 Stock Options | 12/7/2023 | 16,196 | — | 20.81 | 6/1/2026 | — | — | — | — | | | March 2024 PSUs | 3/5/2024 | — | — | — | — | — | — | 22,902 | 393,687 | | | Mar 2024 RSUs | 3/5/2024 | — | — | — | — | 1,508 | 25,928 | — | — | | | Mar 2024 Stock Options | 3/5/2024 | — | 12,693 | 19.01 | 9/5/2026 | — | — | — | — | | | March 2025 PSUs | 3/10/2025 | — | — | — | — | — | — | 2,419 | 41,581 | | | Mar 2025 RSUs | 3/10/2025 | — | — | — | — | 967 | 16,625 | — | — | | | Mar 2025 Stock Options | 3/10/2025 | — | 7,830 | 23.92 | 9/10/2026 | — | — | — | — |

  131. Outstanding Equity Awards at Fiscal Year-End

    (1)Options granted in 2025 to Mr. Perry vest one year after his start date as interim CEO. Founder Shares option awards granted on October 2, 2023 vest in full on the third anniversary of the grant date. Options granted on December 7, 2023 vest in equal annual installments on each December 1 of 2024, 2025, and 2026. All other options vest in equal annual installments on the first through third anniversaries of the grant date. (2)RSUs granted on December 7, 2023 vest in equal annual installments on each December 1 of 2024, 2025, and 2026. All other RSUs vest in equal annual installments on the first through third anniversaries of the grant date. (3)The awards are valued based on the closing price of Kenvue common stock on the NYSE ($17.19) on the last trading day of the fiscal year (December 26, 2025). (4)All PSUs vest in full on the third anniversary of the grant date. PSUs granted prior to the Separation were converted into RSUs upon the Separation, and the table above reflects the as-converted number of RSUs. PSUs granted after the Separation (October 2023 and later) only vest to the extent they are earned based on achievement of performance measure(s) over a three-year performance period. Assumes target-level payout of all PSUs granted after the Separation, in all cases based on interim performance through December 28, 2025. Maximum- level payout is equal to 200% of target-level payout. (5)All of Mr. Banati’s outstanding equity awards will be forfeited upon his expected departure.

  132. Outstanding Equity Awards at Fiscal Year-End

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  133. Outstanding Equity Awards at Fiscal Year-End

    Executive Compensation

  134. 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 2025.

  135. Options Exercised and Stock Vested

    | Name | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized Upon Vesting ($) | | Kirk Perry | — | — | 118,562 | 2,016,152 | | Amit Banati | — | — | — | — | | Michael Wondrasch | — | — | — | — | | Carlton Lawson | — | — | 55,184 | 1,199,420 | | Matthew Orlando | — | — | 47,329 | 911,472 | | Thibaut Mongon | — | — | 215,090 | 4,653,280 | | Paul Ruh | 100,531 | 439,485 | 43,787 | 951,982 |

  136. 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 28, 2025. Because Mr. Lawson has worked in positions covered by both UK and Swiss pension plans, his pension benefit is split between these plans.

  137. 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 | 105,000 | — | | | Swiss Pension Plan | 4.42 | 65 | 1,007,000 | — |

  138. Pension Benefits

    Present values in the table for Mr. Lawson were calculated assuming: (1) for the Consumer UK Pension Plan (the “UK Pension Plan”), a 5.66% discount rate and the mortality assumptions provided under the SAPS S3 with weighting adjustments using CMI2022 core projections with 1.25% per annum long-term improvement; and (2) for JNTL Consumer Health I&II (Switzerland) – Personal (the “Swiss Pension Plan”), a 1.224% discount rate. •UK Pension Plan Formula: This formula describes a monthly annuity amount payable for life once the employee is deemed to have “retired” from Kenvue (generally separation from Kenvue, or if later, attainment of a specified age). •Retirement Age: At age 65, employees can begin receiving unreduced pension payments. If an employee begins receiving his or her pension before age 65, the pension is reduced for early commencement. •Monthly Annuity Amount: The annualized annuity amount is calculated as 1/90th of plan earnings for each year of service. This annual amount is then paid in monthly installments. •Plan Earnings: Earnings include base salary only. •Benefits Paid as an Annuity: Pension benefits must be taken in the form of an annuity. Payments are indexed by the Retail Price Index, subject to a cap of 2.5% annually (assumed to result in an increase of 2% p.a. on average). •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.

  139. Pension Benefits

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  140. Pension Benefits

    Executive Compensation

  141. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation

  142. 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) | | Kirk Perry(4) | 19,471 | 258 | — | 19,729 | | Amit Banati | 18,346 | 318 | — | 18,664 | | Michael Wondrasch | 1,449 | 8 | — | 1,457 | | Carlton Lawson | — | — | — | — | | Matthew Orlando | 101,098 | 26,891 | — | 218,610 | | Thibaut Mongon | 133,599 | 97,626 | — | 680,337 | | Paul Ruh | 34,361 | 26,728 | 239,724 | — |

  143. Non-Qualified Deferred Compensation

    (1)Includes Kenvue contributions to the Named Executive Officers’ Excess Savings Plan accounts. These amounts are included in the “All Other Compensation” column of the 2025 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 2025 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 $350,000 in 2025. 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. (4)In 2025, Mr. Perry received $179,987 in DSUs as part of non-employee director compensation annual equity grant, and he deferred an additional $51,030 of cash retainers into DSUs. His DSU balance as of December 28, 2025 was 14,210 DSUs.

  144. 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 28, 2025. The actual amounts to be paid out can only be determined at the time of each NEO’s departure from the Company.

  145. Potential Payments upon Termination or Change of Control

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  146. Potential Payments upon Termination or Change of Control

    Executive Compensation

  147. Pay Versus Performance

    Pay Versus Performance

  148. 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 2025. 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”:

  149. Pay Versus Performance Disclosure

    | Fiscal Year | Summary Compensation Table Total for First PEO(1)(2) | Compensation Actually Paid to First PEO(1)(3) | Summary Compensation Table Total for Second PEO(1)(3) | Compensation Actually Paid to Second 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) | | | | 2025 | $10,916,848 | ($14,971,122) | $7,494,081 | $5,406,384 | $5,939,808 | $2,071,956 | $70.42 | $117.05 | $1,470 | $14,863 | | 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 | $15,688 |

  150. Pay Versus Performance Disclosure

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

  151. Pay Versus Performance Disclosure

    | Year | PEO | Non-PEO NEOs | | 2025 | Thibaut Mongon (First PEO) Kirk Perry (Second PEO) | Amit Banati, Michael Wondrasch, Carlton Lawson, Matthew Orlando, Paul Ruh | | 2024 | Thibaut Mongon | Paul Ruh, Carlton Lawson, Ellie Bing Xie, Meredith Stevens | | 2023 | Thibaut Mongon | Paul Ruh, Carlton Lawson, Ellie Bing Xie, Meredith Stevens |

  152. 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 2025 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:

  153. Pay Versus Performance Disclosure

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | First PEO Fiscal Year 2025 ($) | Second PEO Fiscal Year 2025 ($) | NEO Average Fiscal Year 2025 ($) | | Summary Compensation Table Total | $10,916,848 | $7,494,081 | $5,939,808 | | (Minus): Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | (8,451,189) | (5,201,290) | (3,287,413) | | (Minus): Change in Pension Value | — | — | (79,000) | | 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 | 230,036 | 1,095,392 | 1,582,637 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | (5,565,118) | — | (1,211,365) | | Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 6,068 | 1,993,893 | 19,313 | | 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 | 277,485 | — | 1,242 | | (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 | (12,015,262) | — | (942,077) | | Plus: Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation | (369,990) | 24,308 | 48,811 | | Compensation Actually Paid | $(14,971,122) | $5,406,384 | $2,071,956 |

  154. 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 14, 2022 and July 31, 2025 used an expected term between 0.5 years and 7.47 years in 2025, as compared to an expected term between 5.48 years and 7.0 years used to calculate the grant date fair value of these stock options.

  155. Pay Versus Performance Disclosure

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  156. 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 28, 2025, excluding the impact of changes in foreign currency exchange rates and the impact of acquisitions and divestitures. Numbers expressed at each year’s constant-currency-plan foreign currency exchange rates, i.e., Business Plan rates.

  157. Pay Versus Performance Relationship Description

    Pay Versus Performance Relationship Description We believe the compensation actually paid to our PEOs and Non-PEO NEOs in 2025 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. Compared to 2024, CAP to our PEOs and the average CAP for non-PEO NEOs declined in 2025, while our cumulative TSR and Organic net sales also decreased over the same period. CAP declined year-over-year primarily because the value of equity awards issued to our PEOs and non-PEO NEOs decreased from the prior year. 2024 CAP included, for selected NEOs, one-time incentive awards related to the Separation from J&J. Our cumulative TSR decreased between 2024 and 2025, compared to 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 PEOs and the average CAP for non-PEO NEOs is directionally aligned with the decrease to the company’s net organic sales, which is one of the most important performance measures in our executive incentive program.

  158. 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. •The annual total compensation for our median employee was $70,244. The median employee was originally identified by including all employees as of October 5, 2024, except for: •our CEO; •1,032 non-U.S. employees excluded under the de minimis exception (fewer than 5% of our ~22,000 employees)1; and •independent contractors •Mr. Perry’s annual compensation, as reported in the Summary Compensation Table, was $7,494,081. When using his annualized salary as interim CEO ($1,250,000), his total pay for pay ratio purposes is $8,177,735. We used his annualized interim CEO salary (rather than his annualized permanent CEO salary of $1,350,000) since his interim salary was in place when determinations regarding his 2025 incentive pay (and thus his 2025 pay package in totality) were made. •The ratio of Mr. Perry’s annual total compensation compared to the median employee’s annual total compensation was 116 to 1. As permitted by SEC rules, we determined that for 2025 we could refer to the same median employee that was identified for 2024. There has been no change in either our employee population or our employee compensation arrangements in 2025 that we believe would significantly impact our pay ratio disclosure. However, we used a different median employee for 2025 because the median employee identified for 2024 was in a new role, with a change in compensation. The median employee used for 2025 is an employee whose compensation was substantially similar to the compensation of the original median employee used for 2024, based on the methodology used to identify the original median employee for 2024. For purposes of identifying the Company’s median employee, the Company calculated the consistently applied compensation measure using 2024 base salaries and target bonuses. The Company’s median employee’s total compensation for 2025 was calculated in accordance with item 402(c)(2)(x) of Regulation S-K, as required pursuant to the SEC executive compensation disclosure 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), the Netherlands (17), Austria (16), Denmark (16), Norway (15), Guatemala (11), Paraguay (10), Slovakia (9), Costa Rica (8), Dominican Republic (3) and Latvia (3).

  159. Pay Ratio

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