Deirdre A. Mahlan
KIMBERLY CLARKAbout Deirdre A. Mahlan
Deirdre A. Mahlan (62) is an Independent Director of Kimberly-Clark, serving since 2021. She sits on the Audit Committee and is designated an “audit committee financial expert”; she is a certified public accountant and previously served as President, CEO and Chairperson of The Duckhorn Portfolio (2023–2024), CFO of Diageo plc (2010–2015), and President of Diageo North America (2015–2020) .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Diageo plc | Chief Financial Officer | 2010–2015 | CFO of global beverage alcohol leader; prior roles included Deputy Financial Officer and Head of Tax & Treasury |
| Diageo plc | President, Diageo North America | 2015–2020 | Oversaw U.S. and Canadian spirits and beer businesses |
| PricewaterhouseCoopers | Audit (early career) | Not disclosed | Gained audit experience across diversified global companies; CPA |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Duckhorn Portfolio, Inc. | Interim President, CEO & Chair; then President, CEO & Chair | Interim: Sep 2023–Apr 2024; Full: Apr 2024–Dec 2024 | Luxury wine company leader; also served as a director through Dec 2024 |
| Haleon plc | Director | Through Sep 2024 | Consumer health company; departed 2024 |
Board Governance
- Independence: The Board determined that all directors except the CEO are independent; Mahlan is listed as independent in the proxy nominee table .
- Committee assignments: Audit Committee member; Board designated her an “audit committee financial expert” under SEC rules .
- Meeting cadence and attendance: The Board met 7 times in 2024; all directors attended in excess of 75% of Board and committee meetings, and all directors attended the 2024 Annual Meeting .
- Executive sessions and structure: Lead Independent Director chairs executive sessions quarterly, coordinates independent directors, and co-leads Board evaluations .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit Committee | Member; Audit Committee Financial Expert | 8 |
Fixed Compensation
| Item | 2024 Amount |
|---|---|
| Cash retainer | $105,000 |
| Stock awards (RSUs grant-date fair value) | $185,000 |
| Total | $290,000 |
| Equity Details (Director Grants) | 2024 |
|---|---|
| RSUs granted (Jan 2, 2024) | 1,512 |
| RSUs outstanding at 12/31/2024 | 4,914 |
| Dividend-equivalent RSUs credited in 2024 | 161.72 (grant-date fair value $21,493) |
Additional plan design: Committee chair fees paid as incremental RSU value ($25,000 for Audit/Comp/NCG; $20,000 Sustainability Subcommittee), Lead Director +$30,000; outside director RSUs are not paid out until retirement or termination of Board service . For 2025, annual outside director RSU grant value increased from $185,000 to $195,000 .
Performance Compensation
| Program Feature | Kimberly-Clark Outside Directors |
|---|---|
| Equity vehicle | Time-based RSUs; paid in shares post-retirement from Board |
| Dividends | Credited as additional RSUs during service (not cash) |
| Hedging/Pledging | Prohibited by policy for directors and officers |
Other Directorships & Interlocks
| Company | Type | Status |
|---|---|---|
| The Duckhorn Portfolio, Inc. | Public board; executive leadership role | Served through Dec 2024 |
| Haleon plc | Public board | Served through Sep 2024 |
- Compensation Committee interlocks and insider participation: None among KMB directors on its Management Development & Compensation Committee; no member is a current/former KMB officer .
Expertise & Qualifications
- Audit committee financial expert with accounting/finance background; CPA .
- Senior leadership experience (President/CEO/CFO) in global consumer brands with marketing/public company board experience .
- Consumer products sector exposure aligned with KMB’s categories .
Equity Ownership
| Ownership Alignment Elements | Detail |
|---|---|
| RSUs outstanding (12/31/2024) | 4,914 RSUs (settle post-retirement) |
| Dividend-equivalent RSUs (2024) | 161.72 credited; grant-date fair value $21,493 |
| Anti-hedging/anti-pledging | Directors prohibited from hedging or pledging KMB stock |
| Director stock ownership guidelines | Company maintains guidelines for directors; equity awards designed to support alignment |
Governance Assessment
- Board effectiveness and oversight: Mahlan’s Audit Committee membership and “financial expert” designation strengthen oversight of financial reporting, compliance, cybersecurity, and risk management; Audit Committee met 8 times in 2024, indicating active engagement .
- Independence and attendance: She is independent, with Board-wide attendance above 75% and full Annual Meeting participation in 2024, supporting confidence in Board engagement .
- Alignment and incentives: Director compensation is balanced with cash retainer and RSUs that defer payout until retirement, reinforcing long-term alignment; dividend equivalents accrue in RSUs rather than cash, and hedging/pledging is prohibited .
- Shareholder engagement context: KMB’s outreach covered ~51% of common stock and engaged ~18% in 2024, with investors expressing support for governance and compensation structures, an environmental of constructive engagement around the Board’s practices .
- Potential conflicts/related-party exposure: No compensation committee interlocks; company states no executive loans; charitable contribution oversight guidelines in place for director-affiliated organizations .
- Risk indicators and RED FLAGS: None evident in provided disclosures; note that Mahlan concurrently held CEO/Chair roles at Duckhorn in 2023–2024 while serving on KMB’s Board, a time-commitment consideration that ended in Dec 2024, and KMB’s governance policy evaluates director commitments and caps public boards, mitigating overboarding risk .