Joseph Romanelli
KIMBERLY CLARKAbout Joseph Romanelli
Joseph Romanelli (age 51) joined Kimberly-Clark’s Board in November 2024 and serves as an independent director with deep biopharma operating and capital markets experience . He is President, Human Health International at Merck & Co., Inc. (since 2022), and previously served as CEO of JiXing Pharmaceuticals (2021–2022) and held multiple leadership roles at Merck/Schering‑Plough from 1996–2021, including President MSD China (2016–2021) and Vice President, Investor Relations (2013–2015) . The Board has determined he is independent and qualifies as an SEC “audit committee financial expert,” reflecting his accounting/IR background; he is a member of Kimberly‑Clark’s Audit Committee . In 2024, the Board met seven times and all directors, including Romanelli (partial year), attended more than 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. (MSD China) | President, MSD China | 2016–2021 | Led China operations; global commercial leadership experience . |
| Merck & Co., Inc. | Vice President, Investor Relations | 2013–2015 | Capital markets/financial reporting interface; basis for audit financial expert designation . |
| Merck & Co., Inc. / Schering-Plough | Various leadership roles | 1996–2021 | Progressive commercial leadership across regions/brands . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | President, Human Health International | 2022–present | Global operating leadership; healthcare/biosciences expertise . |
| JiXing Pharmaceuticals | Chief Executive Officer | 2021–2022 | CEO leadership at China-based biopharma . |
| Other public company boards (since 2020) | — | — | None . |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Romanelli is independent .
- Committees: Member, Audit Committee; designated an “audit committee financial expert” by the Board .
- Meeting cadence and attendance: Board met 7 times in 2024; all directors attended >75% of Board/committee meetings; all attended the 2024 Annual Meeting .
- Audit Committee workload: 8 meetings in 2024; oversees financial reporting, compliance, auditor independence, internal audit, and risk (including cybersecurity) .
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Cash fees (pro-rated) | $26,250 | One quarter of $105,000 annual retainer; joined Nov 13, 2024 . |
| Equity – RSUs (grant-date fair value) | $30,833 | Pro‑rated new director RSU grant on Nov 13, 2024 . |
| Total 2024 director compensation | $57,083 | Sum of cash and equity for 2024 service . |
| RSUs granted in 2024 (units) | 233 | Granted Nov 13, 2024 . |
| RSUs outstanding at 12/31/2024 (units) | 233 | Unpaid until retirement/Board departure . |
Key plan terms for Outside Directors:
- Annual cash retainer: $105,000; committee chair/lead director equity stipend values (Audit +$25k; MDC +$25k; NCG +$25k; Sustainability Subcommittee +$20k; Lead Director +$30k) paid as incremental RSUs; RSUs not paid out until retirement/termination of service .
- 2025 update: Annual director RSU grant value increased from $185,000 to $195,000 to align with peer median .
Performance Compensation
Directors do not receive performance-based incentive compensation; director equity is time-based RSUs that settle only upon retirement or termination of service, aligning long-term interests without short-term performance metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None besides Kimberly‑Clark . |
| Committee interlocks | Compensation Committee interlocks: none at Kimberly‑Clark in 2024 . |
Expertise & Qualifications
- Financial expertise: Designated SEC “audit committee financial expert,” supported by VP Investor Relations tenure at Merck .
- Global operating and healthcare domain expertise: President, Human Health International at Merck; prior China leadership (MSD China) .
- Innovation/marketing experience and international scope flagged by the Board among his qualifications .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficially owned shares (12/31/2024) | 233 (less than 1% of outstanding) . |
| Shares pledged | None; company notes no pledges by any executive officer or director . |
| Hedging/pledging policy | Company prohibits hedging and pledging by directors under insider trading policy . |
| Director ownership guideline | Outside Directors must hold ≥3x annual Board cash compensation within 3 years; directors either meet or are within the compliance window . |
Potential Conflicts & Related-Party Exposure
- Related-party transactions: Company reports no related person transactions since the beginning of 2024 (covers directors, nominees, executive officers, and 5% holders) .
- Loans: Company does not extend loans to executive officers or directors .
- Independence impact: Board determined Romanelli independent under NYSE/SEC standards and KMB policies .
Signals & Risk Indicators
- Attendance/engagement: All directors >75% attendance and annual meeting attendance supports engagement .
- Alignment safeguards: RSUs settle at retirement; anti‑hedging/pledging; director ownership guideline; no pledging by any director .
- RED FLAGS: None observed in disclosures—no related‑party transactions, no pledging, no interlocks, and compliance with independence/attendance .
Insider Trades
- Initial director equity: 233 RSUs granted upon joining on Nov 13, 2024; settles after Board service ends .
- No additional director trading activity is disclosed in the proxy for Romanelli .
Governance Assessment
- Strengths: Independent status; Audit Committee membership with “financial expert” designation; strong long-term alignment via retirement‑settled RSUs; robust anti‑hedging/pledging and ownership guidelines; no related‑party transactions .
- Watch items: Dual operating role at Merck increases industry expertise but warrants routine monitoring for potential related‑party interactions; current disclosures indicate none and Board policies require review/approval of any such transactions .
- Overall: Romanelli enhances Audit Committee depth and global healthcare perspective with clean conflict profile and solid alignment mechanisms—supportive of investor confidence in board oversight .