Deeptha Khanna
KIMBERLY CLARKAbout Deeptha Khanna
Independent director of Kimberly-Clark since 2023; age 49; currently Executive Vice President and Chief Business Leader, Personal Health at Royal Philips, serving on Philips’ Executive Committee. Core credentials include senior P&L leadership, global consumer health, marketing/digital, and M&A; Board-designated independent director; member of Kimberly-Clark’s Audit Committee. Education not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Royal Philips | EVP & Chief Business Leader, Personal Health; member, Executive Committee | 2020–present | Leads global Personal Health; senior operating executive experience in health technology |
| Johnson & Johnson | Global President, Skin Health & Office of Marketing Value; Global President, Baby Care; VP, Baby Care APAC & Emerging Markets | 2015–2020 | Built global brands; led emerging markets growth |
| Procter & Gamble | Positions of increasing responsibility | 1998–2015 | Consumer products, marketing and operations experience |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Royal Philips | EVP & Chief Business Leader, Personal Health; Executive Committee member | 2020 | Senior operating executive; consumer health and digital commerce expertise |
| Other public company boards | None | — | No other public directorships since 2020 (supports time-commitment) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all directors except the CEO (Hsu) are independent; Khanna is independent |
| Committee assignments | Audit Committee member (not chair; not designated “audit committee financial expert”) |
| Board meetings in 2024 | 7 meetings; all directors attended >75% of Board and applicable committee meetings |
| Audit Committee meetings in 2024 | 8 meetings |
| Annual meeting attendance | All directors attended the 2024 Annual Meeting |
| Lead Independent Director | Executive sessions at least quarterly; strong independent leadership structure |
| Overboarding policy | Max 4 public boards; all directors in compliance (Khanna serves on 1 public board – KMB) |
| Anti-hedging/pledging | Prohibited; applies to directors; outside director equity not paid out until retirement |
| Related-party transactions | None since the beginning of 2024 (no related person transactions) |
| Comp. committee interlocks | None |
Fixed Compensation (Outside Director Pay – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Standard outside director cash fee |
| Annual RSU grant (grant-date fair value) | $185,000 | Granted Jan 2, 2024; 1,512 RSUs granted to Khanna in 2024 |
| Dividend equivalent RSUs credited in 2024 | 59.53 units ($8,006 grant-date fair value) | Dividend equivalents accrue in RSUs |
| Committee chair/lead director premia | $0 | Not a chair; chair premia are +$25k (Audit/MDC/NCG), Sustainability Subcommittee +$20k; Lead Director +$30k |
| Total 2024 compensation | $290,000 | $105,000 cash + $185,000 stock; no other comp |
| 2025 program change (context) | +$10,000 to annual RSU value (to $195,000) | Align to peer median; effective 2025 |
Outside director RSUs settle within 90 days after the director retires or otherwise leaves the Board; units cannot be pledged and are aligned to long-term shareholder interests.
Performance Compensation
| Component | Structure | Notes |
|---|---|---|
| Performance-based equity | Not applicable | Outside directors are compensated via cash retainers and time-based RSUs; proxy tables show no performance-based director awards |
| Stock options | Not shown for outside directors in 2024 | Director compensation table reflects cash and stock awards only |
Other Directorships & Interlocks
| Company | Role | Committee roles | Notes |
|---|---|---|---|
| None | — | — | No other public company boards since 2020 |
| Interlocks (Comp Committee) | — | — | No compensation committee interlocks or insider participation |
Expertise & Qualifications
- Senior global operator in consumer health; marketing, digital marketing, and e-commerce expertise; M&A experience; international markets leadership; social responsibility and health sector background.
- Audit Committee member; Board affirms all Audit members meet NYSE financial literacy; Khanna is not designated as the Committee’s “financial expert” (designation held by other members).
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (incl. director RSUs) | 2,065 shares/units; less than 1% of shares outstanding |
| RSUs outstanding (12/31/2024) | 2,065 RSUs |
| Shares pledged as collateral | None (company states no director/officer pledging) |
| Ownership guidelines (directors) | ≥3x annual Board cash within 3 years; each outside director met or is within 3-year window; Khanna joined 2023 (within window) |
| Shares outstanding (context) | 331,651,706 (record date 3/3/2025) |
| Ownership as % of outstanding (calc.) | ~0.0006% (2,065 / 331,651,706) using reported figures |
Governance Assessment
- Strengths
- Independence and engagement: Independent director; >75% attendance; attended 2024 Annual Meeting; member of a key oversight committee (Audit).
- Alignment: Director equity awards deferred until retirement; anti-hedging/pledging policy in place; director ownership guidelines in effect (within compliance window).
- Conflicts: No related-person transactions; no compensation committee interlocks.
- Time commitments: No other public company boards; in compliance with overboarding limits.
- Watch items
- Audit Committee composition includes designated “financial experts” (not Khanna); however, Board confirms all members, including Khanna, meet NYSE financial literacy. Monitor continued development and contributions on audit topics.
- External executive role at Royal Philips: While not a direct disclosed conflict with KMB, continue monitoring for any potential related-party exposure; none reported to date.
Contextual signals
- Investor alignment and oversight structures are robust: quarterly executive sessions led by the Lead Independent Director; strong investor engagement; anti-hedging/pledging; proxy access; special meeting rights.
- Say-on-pay support of ~90% in 2024 (governance environment supportive).