John W. Culver
KIMBERLY CLARKAbout John W. Culver
Independent director of Kimberly-Clark (KMB), age 64, serving since 2020. Former Group President, North America and Chief Operating Officer at Starbucks; long-time operator with global consumer, digital, and human-capital expertise. The Board deems him independent under NYSE and KMB standards; all directors (except the CEO) are independent, and directors exceeded 75% attendance in 2024 with full attendance at the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starbucks Corporation | Group President, North America and Chief Operating Officer | 2021–2022 | Senior operating leadership in North America; digital, e-commerce, cybersecurity experience cited by KMB . |
| Starbucks Corporation | Group President, International, Channel Development and Global Coffee & Tea | 2018–2021 | International growth and brand leadership . |
| Starbucks Corporation | Group President, International and Channels | 2017–2018 | Global retail/channel leadership . |
| Starbucks Corporation | Group President, Starbucks Global Retail | 2016–2017 | Global retail operations leadership . |
| Starbucks Corporation | Group President, China, Asia Pacific, Channel Development and Emerging Brands | 2013–2016 | Asia-Pacific expansion and portfolio leadership . |
| Starbucks Corporation | President, Starbucks Coffee China and Asia Pacific | 2011–2013 | Asia-Pacific operating leadership . |
| Starbucks Corporation | President, Starbucks Coffee International | 2009–2011 | Global international expansion leadership . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Columbia Sportswear Company | Director (public company) | Since Jan 2021 | Only current public company board listed for Culver . |
| The Mission Continues | Director (non-profit) | Current | Service disclosed in KMB nominee biography . |
Board Governance
- Independence and attendance: Board determined all nominees except CEO Michael Hsu are independent; all directors exceeded 75% attendance across Board and committee meetings in 2024; all directors attended the 2024 annual meeting .
- Committee assignments (Culver-specific):
- Management Development & Compensation Committee (MDCC) – Chair; 4 meetings in 2024; mandate includes CEO pay, senior executive compensation/targets, leadership development, succession planning, inclusion/equity/diversity oversight, and compensation risk review .
- Executive Committee – Member; 0 meetings in 2024; acts between Board meetings if needed .
- Committee interlocks: KMB discloses no compensation committee interlocks; MDCC members are independent and none are current or former KMB officers .
- Anti-hedging/pledging: KMB prohibits directors, officers, and covered employees from hedging or pledging KMB stock; outside director equity awards are not paid out until retirement, reinforcing alignment .
- Shareholder environment: Say-on-pay support was ~90% at the 2024 annual meeting; KMB engaged holders representing ~18% of shares (outreach to ~51%) in 2024 .
Committee Detail (Culver)
| Committee | Role | 2024 Meetings | Scope (selected) |
|---|---|---|---|
| Management Development & Compensation (MDCC) | Chair | 4 | CEO and senior executive pay; leadership development; succession; IED oversight; compensation risk . |
| Executive Committee | Member | 0 | Acts for Board between meetings when necessary . |
Fixed Compensation (Outside Director – 2024)
| Component | Amount | Detail |
|---|---|---|
| Cash retainer | $105,000 | 2024 Fees Earned or Paid in Cash . |
| Equity retainer (RSUs) | $185,000 | Grant-date fair value; 1,512 RSUs granted on Jan 2, 2024 . |
| Dividend equivalent RSUs | 216.25 units | Credited in 2024; grant-date FV $28,690 . |
| All other compensation | $10,000 | Charitable matching gifts . |
| Total 2024 | $300,000 | Sum of cash, equity, other . |
Notes:
- Policy provides an additional annual RSU grant for committee chairs (MDCC +$25k); Lead Director +$30k; Audit/NCG +$25k; Sustainability Subcommittee +$20k .
- The Board approved increasing the annual outside director RSU grant from $185k to $195k beginning in 2025 (market alignment) .
- Outside director equity awards are paid out only upon retirement or termination from the Board; awards may not be pledged .
Performance Compensation
Outside directors at KMB do not receive performance-based pay; equity is time-based RSUs intended for long-term alignment and paid at retirement. No annual bonus or performance metric framework applies to outside director compensation .
Other Directorships & Interlocks
| Company | Type | Role | Interlock/Conflict Note |
|---|---|---|---|
| Columbia Sportswear Company | Public | Director | KMB discloses no MDCC interlocks and no related-party transactions since 2024 outset . |
| The Mission Continues | Non-profit | Director | Not a related-party transaction; no conflicts disclosed . |
KMB policy caps service at no more than four public company boards (including KMB); the Board determined all directors comply .
Expertise & Qualifications
- Financial literacy under NYSE; senior leadership and operating experience; branded consumer goods; human capital and culture; digital marketing, e‑commerce, IT and cybersecurity; and international experience .
- Board skills matrix shows marketing, strategy & transformation, human capital, consumer products, international, digital, cybersecurity among Board capabilities; Culver contributes to these areas .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership (incl. director RSUs) | 6,518 shares | As of Dec 31, 2024; <1% of shares outstanding . |
| Director RSUs outstanding | 6,434 units | As of Dec 31, 2024 . |
| Shares pledged/hedged | None | Anti-hedging/pledging policy in place; none pledged by directors . |
| Ownership guideline | ≥3x annual Board cash compensation within 3 years | All outside directors met or are within compliance window as of Dec 31, 2024 . |
Governance Assessment
-
Positives:
- Independent MDCC chair with deep consumer, international, digital, and human-capital credentials; clear mandate over CEO pay, succession, and compensation risk .
- Strong alignment: majority of Culver’s director compensation is equity-based; RSUs paid at retirement; no hedging/pledging allowed; director stock ownership guidelines in effect and met/within window .
- Boardwide engagement and process quality: >75% attendance; all attended 2024 annual meeting; robust shareholder outreach; strong say-on-pay support (~90%) .
- No compensation committee interlocks; no related-party transactions since start of 2024 .
-
Watch items:
- Policy provides additional RSUs for committee chairs; Culver’s 2024 reported stock award was $185k while some chairs show higher amounts, which may reflect grant timing/pro‑ration; confirm 2025 implementation as equity retainer rises to $195k .
-
Red flags:
- None identified specific to Culver in 2024–2025 disclosures (no interlocks, no related-party transactions, compliance with independence and ownership policies) .