Christa S. Quarles
KIMBERLY CLARKAbout Christa S. Quarles
Independent director at Kimberly-Clark since 2016; currently CEO of Alludo (KKR portfolio software company). Age 51, tenure 8 years on KMB’s board, designated independent under NYSE and company policies. Background spans CEO and CFO roles at OpenTable, Chief Business Officer at Nextdoor, and senior operating and finance roles at Disney Mobile/Social Games and Playdom. Core credentials include finance, CEO leadership, digital/e-commerce, IT/cybersecurity, and innovation oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alludo (KKR) | Chief Executive Officer and Director | 2020–present | Leads portfolio software strategy and execution; technology, cybersecurity, and digital marketing expertise |
| OpenTable, Inc. | Chief Executive Officer; previously Chief Financial Officer | CEO: Nov 2015–2018; CFO: May–Nov 2015 | Led turnaround/execution at global consumer tech marketplace |
| Nextdoor, Inc. | Chief Business Officer | 2014–May 2015 | Drove platform commercialization |
| The Walt Disney Company | SVP & GM Mobile/Social Games; GM Disney Mobile Games; CFO & Head of Biz Ops, Mobile/Social Games | 2010–2014 | Combined product, P&L and finance leadership in digital gaming |
| Playdom Inc. | Chief Financial Officer | Pre-2010 (acquired by Disney in 2010) | Scaled social gaming finance operations through acquisition |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Affirm Holdings, Inc. | Director (public company) | Since Jan 2021 | Public fintech board; specific committee roles not disclosed in KMB proxy |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Quarles is independent .
- Attendance: Board met 7 times in 2024; all directors attended >75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Committee assignments (2024): Member, Management Development & Compensation (MDC) Committee (4 meetings in 2024); Member, Nominating & Corporate Governance (NCG) Committee (4 meetings in 2024) .
- MDC scope and advisors: Oversees executive pay, leadership development, succession, and inclusion/equity programs; retained Semler Brossy as independent consultant in 2024; Mercer advised management; committee found no consultant conflicts .
- Interlocks: No compensation committee interlocks; no current/former officer members on MDC .
- Lead independent director: Executive sessions chaired quarterly by the Lead Director; independent board structure .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Equity Grant – RSUs ($ FV) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 105,000 | — (member, not chair) | 185,000 | 5,000 (charitable match) | 295,000 |
- Plan structure: Outside Director cash retainer plus annual RSU grant; RSUs not paid out until retirement/termination of board service; anti-pledging of RSUs; dividend equivalents credited as additional RSUs .
- 2025 change: Annual RSU grant value increased to $195,000 for Outside Directors; chair adders set at +$25,000 (Audit, MDC, NCG), Sustainability Subcommittee +$20,000; Lead Director +$30,000 .
Performance Compensation
Directors do not receive performance-based equity or options at KMB; the Outside Director program uses time-based RSUs payable upon retirement from the board (no performance metrics) .
| Equity Detail | 2024 Grant Date | Units Granted (#) | Grant Date Fair Value ($) | Vesting/Payment |
|---|---|---|---|---|
| Annual RSU Grant | Jan 2, 2024 | 1,512 | 185,000 | Distributed within 90 days after board service ends |
| Dividend-Equivalent RSUs (credited 2024) | Various 2024 | 501.69 | 66,365 | Same terms as underlying RSUs |
Other Directorships & Interlocks
| Company | Relationship to KMB | Interlock/Conflict Indicator |
|---|---|---|
| Affirm Holdings, Inc. (public) | External directorship; unrelated industry (fintech) | No KMB-reported interlocks; MDC interlocks explicitly none at KMB |
Expertise & Qualifications
- Finance and CEO leadership; technology/digital commerce; IT/cybersecurity; innovation and marketing; international experience; meets NYSE financial literacy standards .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial Ownership (12/31/2024) | 14,392 shares* | Includes RSUs for directors; less than 1% of outstanding |
| RSUs Outstanding (12/31/2024) | 14,392 | Outside Director RSUs outstanding |
| Shares Pledged | 0 | Company reports none pledged by any director/officer as of proxy |
| Hedging/Pledging Policy | Prohibited for directors/officers | |
| Director Ownership Guideline | ≥3x annual board cash compensation within 3 years; as of 12/31/2023 all outside directors met or were within the 3-year window |
* For directors, KMB’s “Security Ownership Information” includes RSUs in the beneficial ownership count .
Insider Trading (Form 4) – Christa S. Quarles (KMB)
| Filing Date | Transaction Date | Type | Security | Qty (#) | Post-Transaction Ownership (#) | Source |
|---|---|---|---|---|---|---|
| 2025-01-06 | 2025-01-02 | Award (A) | Restricted Share Units | 1,493 | 15,885.2573 | https://www.sec.gov/Archives/edgar/data/55785/000122520825000357/0001225208-25-000357-index.htm |
| 2024-01-04 | 2024-01-02 | Award (A) | Restricted Share Units | 1,512 | 13,890 | https://www.sec.gov/Archives/edgar/data/55785/000122520824000344/0001225208-24-000344-index.htm |
| 2023-01-04 | 2023-01-03 | Award (A) | Restricted Share Units | 1,349 | 11,958 | https://www.sec.gov/Archives/edgar/data/55785/000122520823000324/0001225208-23-000324-index.htm |
- Pattern: Consistent annual RSU awards; no open-market purchases/sales disclosed in this period; awards reported as direct ownership [insider-trades JSON above].
Shareholder Voting Signals (Engagement and Support)
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Director – Christa S. Quarles | 244,297,378 | 1,175,240 | 440,502 | 41,889,391 |
| Say-on-Pay (Advisory) | 226,830,430 | 17,437,076 | 1,645,615 | 41,889,391 |
- Prior-year say-on-pay context: At the 2024 annual meeting, executive compensation received ~90% support of shares represented, indicating broad investor approval of KMB’s pay program .
Governance Assessment
- Board effectiveness: Active service on MDC and NCG aligns with her finance/technology background and strengthens oversight of executive pay, succession, and governance; committees held 4 meetings each in 2024; Board maintained quarterly independent executive sessions .
- Independence and attendance: Independent with >75% attendance alongside all directors; board met seven times in 2024 .
- Ownership alignment: Meaningful RSU holdings that are only paid after board service ends; anti-hedging/pledging policy; no pledging reported; director ownership guideline of ≥3x cash retainer met or within transition period for all outside directors .
- Compensation: Balanced, standard market structure with cash retainer and annual RSUs; modest charitable matching as “all other” compensation; 2025 increase in RSU grant aligns to peer median, supporting competitiveness without adding risk .
- Conflicts/related-party exposure: No compensation committee interlocks; KMB reports no related person transactions; external Affirm directorship is outside KMB’s sector and within the board-service limit policy .
- Investor confidence signals: Strong re-election support in 2025; stable insider activity limited to annual director RSU awards (Form 4 URLs above).
RED FLAGS
- None observed in filings: no related-party transactions, no hedging/pledging, no interlocks, and solid re-election support .
Appendix: Committee Membership Snapshot (2024)
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Management Development & Compensation (MDC) | Member | 4 | Executive pay; CEO comp; leadership development; succession; inclusion/equity; comp risk review |
| Nominating & Corporate Governance (NCG) | Member | 4 | Board succession; governance policies; independence standards; stockholder proposals; sustainability oversight via subcommittee |