Dunia A. Shive
KIMBERLY CLARKAbout Dunia A. Shive
Former President and CEO of Belo Corp; age 64; independent director at Kimberly-Clark since 2019. She is an Audit Committee financial expert with an accounting/finance background, prior CFO experience, and CEO leadership; she also serves as a Trustee of Downtown Dallas Parks Conservancy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Belo Corp. | President & CEO | 2008–2013 | Led legacy media company through acquisition; previously CFO and other leadership roles after joining in 1993 |
| TEGNA Inc. (formerly Gannett Co., Inc.) | Senior Vice President | 2013–2017 | Senior operating leadership in broadcast and digital media |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| DallasNews Corporation | Director | Sep 2021 | Not disclosed in proxy |
| Main Street Capital Corporation | Director | Not disclosed | Not disclosed in proxy |
| Trinity Industries, Inc. | Director | Not disclosed | Not disclosed in proxy |
Board Governance
- Audit Committee Chair; all members (including Shive) are independent and financially literate; Shive designated an “audit committee financial expert.” Audit Committee met 8 times in 2024 and oversees financial reporting integrity, auditors, compliance, and enterprise risk (including cybersecurity, privacy, business continuity, and regulatory risks) .
- Executive Committee member; Executive Committee met 0 times in 2024 .
- Independence: Board determined all directors except the CEO are independent under SEC/NYSE and KMB policies .
- Attendance: The Board met 7 times in 2024; all directors attended >75% of Board/committee meetings and all attended the 2024 annual meeting .
- Lead Independent Director: Sherilyn S. McCoy (since May 2024) chairs executive sessions and Board evaluations; provides structural support for independent oversight .
Fixed Compensation
| Year | Component | Amount ($) | Notes |
|---|---|---|---|
| 2024 | Fees Earned/Paid in Cash | 105,000 | Annual cash retainer; no meeting fees disclosed |
Performance Compensation
| Year | Grant Date | Instrument | # of RSUs | Grant Date Fair Value ($) | Dividend Equivalent RSUs in 2024 (#) | Dividend Equivalent Fair Value ($) |
|---|---|---|---|---|---|---|
| 2024 | Jan 2, 2024 | Restricted Share Units | 1,716 | 210,000 | 319.03 | 42,276 |
- Committee chair premium: Audit Committee chairs receive an additional annual RSU grant value of +$25,000 (reflected in Shive’s $210,000 total stock awards vs. $185,000 base) .
- RSU structure: RSUs are not paid until retirement/termination from the Board; may not be disposed of or pledged; dividend equivalents are credited in RSUs during the year .
- 2025 change: Annual RSU grant value for outside directors increased from $185,000 to $195,000 to align with peer median (chair premiums unchanged) .
Other Directorships & Interlocks
| Policy/Topic | Detail |
|---|---|
| Outside board limits | KMB policy: directors should not serve on >4 public company boards (including KMB); all directors are in compliance . |
| Compensation committee interlocks | None exist between KMB’s MDC Committee members and other companies’ boards/compensation committees . |
Expertise & Qualifications
- Audit Committee financial expert; accounting/finance background; prior CFO experience .
- CEO leadership; marketing, compensation, governance, and public company board experience; diversity of background and viewpoint .
Equity Ownership
| As of Dec 31, 2024 | Beneficial Shares | % of Class | RSUs Outstanding |
|---|---|---|---|
| Dunia A. Shive | 9,397 | <1% (each director owns <1%) | 9,354 |
- Ownership guidelines: Outside directors must own ≥3x annual Board cash compensation within three years; as of Dec 31, 2024, each outside director met the level or was within the 3-year window .
- Anti-hedging/pledging: Directors are prohibited from hedging and pledging KMB stock; as of the proxy date, none of the directors had pledged shares .
- RSU settlement/transfer restrictions: RSUs settle within 90 days post-service; units cannot be pledged or disposed during service .
Governance Assessment
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Strengths:
- Audit Committee Chair with “financial expert” designation; 2024 agenda covered auditor oversight, compliance, and risk (including cybersecurity), supporting investor confidence in controls and risk management .
- Clear independence, strong attendance, and alignment via deferred RSUs and ownership guidelines; no pledging/hedging allowed .
- No related person transactions since the beginning of 2024; no compensation committee interlocks .
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Watch items:
- Outside board commitments: Shive serves on three other public boards; with KMB, that is four total—at the KMB policy limit. The Board confirms compliance, but investors should monitor time commitments for potential overload risk .
- Pay trajectory: Director RSU grant value increased in 2025 to align with peer median; while rationale is peer alignment, continued increases could signal compensation inflation without corresponding performance demands for directors .
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Overall: Shive’s profile (former CEO, CFO, audit financial expert) and her role as Audit Chair underpin board effectiveness and oversight quality; alignment policies (deferred RSUs, ownership guidelines, anti-hedging/pledging) mitigate conflict risks. No disclosed related-party transactions or red flags tied to Shive in 2024–2025 proxy materials .