Kimberly Nelson
COLGATE PALMOLIVEAbout Kimberly A. Nelson
Independent director of Colgate-Palmolive (CL); age 62; first elected March 11, 2021. Former Senior Vice President, External Relations at General Mills (2010–2018) and President, General Mills Foundation (2011–2018); prior roles include President, Snack Food Division (2004–2010) and other senior brand and general management positions at General Mills. Committee memberships: Nominating, Governance & Corporate Responsibility (NGCR) and Personnel & Organization (P&O). Other public company directorships: Cummins Inc. (since 2020) and Tate & Lyle PLC (since 2019) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Mills, Inc. | Senior Vice President, External Relations | 2010–2018 | Led sustainability, consumer relations, corporate branding/communications, government affairs/public policy, and external stakeholder relations |
| General Mills Foundation | President | 2011–2018 | Oversaw philanthropy and social impact initiatives |
| General Mills, Inc. | President, Snack Food Division | 2004–2010 | Division P&L leadership; prior senior brand and general management roles over ~30-year career |
External Roles
| Entity | Role | Tenure/Status | Notes |
|---|---|---|---|
| Cummins Inc. | Director | Since 2020 | Current public company directorship |
| Tate & Lyle PLC | Director | Since 2019 | Current public company directorship (U.K.-incorporated) |
Board Governance
- Independence: Board determined all current non-employee directors, including Ms. Nelson, are independent under CL’s stricter standards; independence standards prohibit interlocking comp committees, material business ties, hedging/pledging, etc. .
- Committee assignments (2024): NGCR (members: C. Martin Harris (Chair), S.A. Cahillane, K.A. Nelson, L.M. Norrington); P&O (members: J.P. Bilbrey (Chair), S.A. Cahillane, C.M. Harris, K.A. Nelson, B.O. Newman) .
- Committee meeting cadence (2024): Audit 7; Finance 6; NGCR 4; P&O 4 .
- Board structure/engagement: Independent directors meet in executive session at every regularly scheduled Board meeting; all directors elected annually by majority vote .
- Shareholder support in 2025 election (May 9, 2025): Votes for K.A. Nelson 619,761,743; against 14,921,381; abstentions 1,601,711; broker non-votes 64,013,603 .
Fixed Compensation (Non‑Employee Director Pay – 2024)
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $75,000 | Standard non-employee director retainer |
| Committee chair retainer | $10,000 | Per committee chair (if applicable) |
| Lead Director retainer | $20,000 | If serving as Lead Director |
| Expenses/Benefits | Company-paid life/travel insurance; charitable match up to $8,000 | Per director benefits/matching gifts program |
| 2024 Director Compensation – Kimberly A. Nelson | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 75,000 |
| Stock Awards (grant date fair value) | 179,946 |
| Option Awards (grant date fair value) | 44,988 |
| All Other Compensation | 8,450 |
| Total | 308,384 |
Notes: Ms. Nelson elected to defer the share grant she earned in 2024 pursuant to CL’s director deferral programs . Grant date fair value per share $94.46; option grant value per option $20.44 (Black-Scholes); options priced at closing price on grant date, 8-year term, vest in equal annual installments over three years .
Performance Compensation (Equity Structure for Directors)
| Instrument | Policy/Target Value | Vesting/Terms | Ms. Nelson – 2024 Application |
|---|---|---|---|
| Annual Share Grant (Common Stock) | Fixed-value: $180,000 | Standard director equity; can be deferred to stock unit account | $179,946 grant date fair value; elected to defer share grant |
| Stock Options | Fixed-value: $45,000 | Exercise price = closing price on grant date; 8-year term; vest 1/3 annually over 3 years | $44,988 grant date fair value; 11,216 options outstanding as of 12/31/2024 (director total) |
- Mix/Alignment: On average, 71% of non-employee director compensation paid in Colgate equity in 2024; robust stock ownership guidelines for directors .
Other Directorships & Interlocks
- Current public boards: Cummins Inc. (since 2020), Tate & Lyle PLC (since 2019) .
- Interlocks/conflicts: CL’s independence standards prohibit service on interlocking compensation committees and material related ties; the Board determined all non-employee directors are independent under these standards .
Expertise & Qualifications
- Fast-Moving Consumer Goods and Marketing expertise via senior roles at General Mills .
- Sustainability and Social Responsibility credentials through leadership of External Relations and General Mills Foundation .
- Enterprise leadership (division president, multi-function leadership) and International experience (global functions; U.K.-listed board) .
- Corporate governance experience from other public company boards .
Equity Ownership
| Category | Amount/Status |
|---|---|
| Common Stock – Directly Owned | 3,214 shares (includes 1,799 shares in Kimberly A. Nelson 2011 Revocable Trust; 215 shares owned by spouse; 575 shares in Stafford B Nelson 2015 Irrevocable Family Trust) |
| Exercisable Options (within 60 days of 3/10/2025) | 7,092 |
| Common Stock Units (deferred) | 6,716 |
| Ownership Guideline | Independent directors must own ≥5x annual share grant within 5 years of initial election; all directors in compliance |
| Hedging/Pledging | Directors prohibited from hedging or pledging Colgate stock; all directors in compliance during 2024 |
| First Elected to CL Board | March 11, 2021 (5-year guideline clock applies) |
Governance Assessment
- Committee influence: As a member of NGCR and P&O, Nelson participates in director nominations, governance and sustainability oversight (NGCR), and executive compensation, succession, and human capital oversight (P&O). P&O retained FW Cook as its independent compensation advisor; no conflicts identified under SEC rules .
- Independence and policies: Board uses stricter-than-NYSE independence standards; related-person transaction policy governs any director-affiliated transactions (> $120,000) with enhanced review/approval protocols .
- Attendance/engagement: Board held executive sessions of independent directors at every regularly scheduled meeting; Board/committee activity robust (Audit 7, Finance 6, NGCR 4, P&O 4 meetings in 2024). Board reports 99% average attendance by incumbent directors in 2024 .
- Shareholder support signals: Strong support for Nelson’s 2025 re-election (For 619,761,743; Against 14,921,381; Abstain 1,601,711) . 2024 say-on-pay received 86.7% support; 2025 say-on-pay approved (votes: For 581,596,525; Against 50,723,148; Abstain 3,965,162) .
- Alignment: Director pay is straightforward, predominantly fixed-value equity (shares and options) with deferral features; stringent ownership and anti-hedging/pledging rules enhance alignment .
RED FLAGS: None identified in retrieved disclosures. Policies prohibit hedging/pledging; Board determined all non-employee directors independent; no related-person transactions involving directors were described in the retrieved sections .