Jaime A. Ramirez
KIMBERLY CLARKAbout Jaime A. Ramirez
Jaime A. Ramirez (58) is an independent director of Kimberly-Clark (KMB) since 2021. He is Chief Executive Officer of Fluidra (swimming pool and wellness), appointed June 2024, and previously held senior global leadership roles at Stanley Black & Decker across tools, storage, and emerging markets. He is designated an “audit committee financial expert” under SEC rules and serves on KMB’s Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fluidra | Chief Executive Officer | June 2024–present | Global leadership and operational oversight; sector expertise in consumer/industrial products |
| Stanley Black & Decker | EVP & President, Global Tools & Storage | 2020–2022 | Led a major global consumer/industrial portfolio; digital/marketing execution |
| Stanley Black & Decker | SVP & COO, Tools & Storage | 2019–2020 | Operations leadership; supply chain and execution |
| Stanley Black & Decker | SVP & President, Global Emerging Markets | 2012–2019 | International expansion; growth in Latin America and EM |
| Stanley Black & Decker | Various leadership roles incl. President Construction & DIY Latin America; President, Latin America Group | 1991–2012 | Regional P&L; market development |
External Roles
| Organization | Role | Tenure | Other Public Company Boards | Notes |
|---|---|---|---|---|
| Fluidra | CEO | 2024–present | None | No other public boards since 2020; limits overboarding risk |
Board Governance
- Committee assignments: Audit Committee member; recognized as “audit committee financial expert.” No chair roles.
- Independence: Independent; 12 of 13 directors are independent in the 2025 slate.
- Attendance: Board met 7 times in 2024; all directors attended >75% of Board and committee meetings; all attended the 2024 annual meeting. Audit Committee met 8 times in 2024.
- Shareholder rights and governance: Majority voting for directors; proxy access; anti-hedging and anti-pledging; outside director equity awards not paid until retirement.
- Investor engagement: Company engaged investors holding ~51% of shares in 2024; feedback supportive of governance and compensation programs.
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Cash retainer ($) | $105,000 | $105,000 | No meeting fees; committee chairs receive extra RSU value (not applicable to Ramirez) |
| Equity grant (RSUs) – grant date fair value ($) | $185,000 | $185,000 | Annual RSU grant; payout only at retirement; non-pledgeable |
| All other compensation ($) | $0 | $0 | Matching gifts program shows “—” for Ramirez |
| Total ($) | $290,000 | $290,000 | Aggregate director comp aligned to peers; 2025 RSU value raised to $195,000 |
Additional program elements:
- 2025 change: annual outside director RSU value increased to $195,000 to align to peer median.
- Committee chair add-ons (paid in RSUs): Audit +$25k; MDC +$25k; NCG +$25k; Sustainability Subcommittee +$20k; Lead Director +$30k. Ramirez does not currently hold chair roles.
Performance Compensation
Outside directors at KMB do not receive performance-based pay; RSUs vest only upon retirement and are not linked to financial metrics.
| Metric type | Applicable? | Comment |
|---|---|---|
| Annual incentive metrics (revenue/EPS/market share) | No | Applies to executives, not outside directors |
| Long-term PRSUs with financial metrics | No | Director RSUs are time-based to retirement; cannot be pledged |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Potential |
|---|---|---|
| None | — | No other public boards since 2020; reduces interlock risk |
Expertise & Qualifications
- Financial literacy and SEC “audit committee financial expert” designation; deep international, branded consumer goods, and digital/marketing/e-commerce experience.
- Strategic and transformation experience (board skills matrix shows broad coverage across strategy, human capital, M&A, marketing).
Equity Ownership
| Ownership/Transactions | Date | Quantity | Post-transaction holdings | Instrument | Source |
|---|---|---|---|---|---|
| RSU grant (annual) | Jan 2, 2023 | 1,349 | 3,239 RSUs outstanding at 12/31/2023 | RSUs | |
| Dividend-equivalent RSUs credited | 2023 | 101.52 | Included in outstanding RSUs | RSUs | |
| RSU grant (annual) | Jan 2, 2024 | 1,512 | 4,751 (post) | RSUs | |
| Dividend-equivalent RSUs credited | 2024 | 161.72 | Value $21,493 | RSUs | |
| RSUs outstanding | Dec 31, 2024 | 4,914 | 4,914 | RSUs | |
| RSU grant (annual) | Jan 2, 2025 | 1,493 | 6,406.5326 (post) | RSUs |
Alignment and restrictions:
- Director stock ownership guideline: ≥3x annual Board cash compensation within 3 years; each outside director has met the level or is within the compliance window as of 12/31/2024.
- Anti-hedging and anti-pledging policy; directors barred from pledging KMB stock.
Governance Assessment
- Board effectiveness: Ramirez’s audit committee role and financial expert status strengthen financial oversight; Audit met eight times in 2024, indicating active risk and controls oversight. Attendance thresholds were met by all directors (>75%), supporting engagement.
- Conflicts and related-party exposure: No related-person transactions since the beginning of 2024; anti-hedging/pledging policies mitigate alignment risks; outside director RSUs defer payout to retirement and cannot be pledged.
- Compensation alignment: Cash/equity mix for Ramirez (about 36% cash / 64% equity) supports long-term alignment; program adjustment in 2025 to keep director comp near peer median is a neutral-to-positive signal for recruitment/retention without increasing guaranteed pay.
- Shareholder confidence signals: High say-on-pay support (~90% in 2024; ~94% in 2023) and proactive investor engagement bolster governance quality perceptions.
RED FLAGS: None observed specific to Ramirez. No low attendance, no related-party transactions, no hedging/pledging, no overboarding, and no committee interlocks are disclosed.
Net: Ramirez’s international consumer leadership and audit expertise, combined with clean conflict checks and strong alignment policies, support investor confidence in KMB’s board oversight and governance.