Mae C. Jemison
KIMBERLY CLARKAbout Mae C. Jemison
Mae C. Jemison, M.D. is President of The Jemison Group, a science, technology, and innovation consulting company, and has served on Kimberly-Clark’s board since 2002 (22 years of service). She is 68, a former NASA astronaut (1987–1993), and a member of the National Academy of Medicine’s governance council, with extensive experience in scientific research, innovation, social responsibility, and board governance; the Board has determined she meets NYSE financial literacy requirements and is independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NASA | Astronaut | 1987–1993 | Scientific/technical leadership |
| Dartmouth College | Professor of Environmental Studies; Adjunct professor at medical school | 1995–2002; current adjunct | ESG expertise applied to governance |
| State of Texas Product Development & Small Business Incubator Board | Founding Chair | Not disclosed | Innovation & entrepreneurship oversight |
| NIH – Biomedical Imaging & Bioengineering | Advisory Board Member | Not disclosed | Science/health policy input |
| The Jemison Group, Inc. | Founder & President | Not disclosed | Science/tech commercialization leadership |
External Roles
| Organization | Role | Status |
|---|---|---|
| National Academy of Medicine | Governance Council Member | Current |
| NASA Innovative Advanced Concepts (NIAC) | External Advisory Council Chair | Current |
| USPTO Council for Inclusive Innovation | Member | Current |
| Breakthrough Starshot | Executive Advisory Board | Current |
| African Museum of Science & Technology (Kenya) | Board Member | Current |
| EnMed Texas A&M School of Engineering Medicine | Faculty | Current |
| Other public company boards since 2020 | — | None |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Dr. Jemison is independent.
- Committees: Member, Management Development & Compensation (MDC); Member, Nominating & Corporate Governance (NCG); Chair, NCG Sustainability Subcommittee.
- 2024 meetings: Board (7); MDC (4); NCG (4); Sustainability Subcommittee (1).
- Attendance: All directors attended >75% of total Board and committee meetings in 2024.
- Executive sessions: Independent directors meet without management at least quarterly, chaired by the Lead Independent Director.
- Interlocks: No compensation committee interlocks or insider participation.
Fixed Compensation
| Year | Cash Retainer ($) | Stock Awards ($) | Other ($) | Total ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 105,000 | 205,000 | 10,000 (charitable match) | 320,000 | Sustainability Subcommittee Chairs receive +$20,000 in RSUs; base outside director grant was $185,000 in 2024. |
| Policy | — | RSUs not paid until retirement/termination of Board service; directors may not pledge or dispose of RSUs; anti-hedging and anti-pledging policy applies. |
Additional grant detail:
- 2024 RSUs granted: 1,675 units.
- Dividend-equivalent RSUs credited in 2024: 2,106.82 units; grant date fair value $278,232.
- Chair fees: Sustainability Subcommittee +$20,000 in RSUs; MDC/NCG Chairs +$25,000; Audit's +$25,000; Lead Director +$30,000 (structure reference).
- Change effective 2025: Annual outside director RSU grant increased from $185,000 to $195,000.
Performance Compensation
| Component | Structure | Metrics | Payout Mechanics |
|---|---|---|---|
| Director equity | Time-based RSUs | None (not performance-conditioned) | RSUs accrue dividend equivalents as additional RSUs and are distributed within 90 days after Board service ends. |
Outside director equity is designed for alignment (holding until retirement), not short-term performance pay.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards (since 2020) | None. |
| Compensation committee interlocks | None. |
| Service-on-boards policy | Directors capped at four public boards including KMB; all directors in compliance. |
Expertise & Qualifications
- Financial literacy (NYSE requirements).
- Scientific research and innovation leadership (medical device, space technology initiatives).
- Social responsibility/ESG expertise (environmental studies academic background; chairs Sustainability Subcommittee).
- International and entrepreneurial leadership experience; governance experience on public boards previously (not specified since 2020).
Equity Ownership
| As of Dec 31, 2024 | Beneficial Ownership (shares) | % Outstanding | RSUs Outstanding | Pledged Shares |
|---|---|---|---|---|
| Mae C. Jemison, M.D. | 59,188 | <1% | 59,188 | None; company states no directors/officers had pledged shares. |
Policy alignment:
- Anti-hedging and anti-pledging policy applies to directors.
- Outside director equity awards are not paid until retirement, reinforcing long-term alignment.
Governance Assessment
- Strengths: Independent director with deep STEM and ESG credentials; chairs Sustainability Subcommittee providing targeted oversight of climate, plastics, water, supply chain, and stakeholder ESG risks; serves on key governance and compensation committees; no related-party transactions; no pledging/hedging; attendance thresholds met.
- Alignment: Majority of pay in equity via RSUs that are held until retirement; 2024 pay mix tilted toward stock ($205k RSUs vs $105k cash), signaling alignment with shareholders.
- Watch items: Long tenure (22 years) can cut both ways for continuity vs. refresh; KMB’s retirement policy sets age 72, implying potential refresh within the medium term.
Related-Party & Risk Indicators
- Related-party transactions: None identified since the beginning of 2024 per Board review procedures.
- Hedging/pledging: Prohibited by policy; none reported for directors.
- Committee interlocks/insider participation: None.
- Stockholder alignment practices: Majority voting, proxy access, independent sessions, stock ownership guidelines, and outside director equity held until retirement.
Committee Assignments Detail
| Committee | Role | 2024 Meetings | Scope Highlights |
|---|---|---|---|
| Management Development & Compensation (MDC) | Member | 4 | CEO and senior exec compensation, succession planning, I&D oversight, and compensation risk review. |
| Nominating & Corporate Governance (NCG) | Member | 4 | Board succession, governance policies, director independence standards, shareholder proposals, and ESG oversight. |
| Sustainability Subcommittee (of NCG) | Chair | 1 | Reviews ESG developments, goals, investor sentiment, sustainability reports, R&D/manufacturing sustainability investments, and charitable contributions. |
Director Compensation Detail (2024)
| Element | Amount ($) | Notes |
|---|---|---|
| Fees earned/paid in cash | 105,000 | Standard outside director retainer. |
| Stock awards (RSUs) | 205,000 | Base $185,000 + $20,000 for Sustainability Subcommittee Chair. |
| Other compensation | 10,000 | Charitable matching under K-C Foundation program (up to $10,000). |
| RSUs granted (units) | 1,675 | Granted Jan 2, 2024. |
| Dividend-equivalent RSUs credited (units; $) | 2,106.82; $278,232 | Credited in 2024. |
| RSUs outstanding at 12/31/2024 (units) | 59,188 | Outstanding balance. |
Independence, Attendance & Engagement
- Independence confirmed by Board; only the CEO is non-independent.
- Attendance: All directors exceeded 75% of Board and committee meetings in 2024; all attended the 2024 Annual Meeting.
- Investor engagement: Governance profile includes stockholder engagement policy and outreach; directors may meet with investors per policy.
Potential Conflicts and Controls
- No related person transactions; formal procedures assign review to NCG or Audit depending on the party.
- Charitable contributions involving director affiliations subject to disclosure guidelines; Board will disclose above thresholds.
- Anti-hedging/pledging policy in effect and applied.
Notes on Compensation Structure (Directors)
- Equity is time-based RSUs with payout deferred until Board service ends; no options granted to directors and no performance metrics tied to director equity grants.
- 2025 director equity increased to keep aggregate pay near peer median.
- Matching gifts are treated as “Other Compensation” and capped by Foundation policy.
No RED FLAGS identified for Dr. Jemison in 2024/early 2025 across attendance, interlocks, pledging/hedging, or related-party transactions. Governance oversight and ESG leadership responsibilities are clear and formalized through the Sustainability Subcommittee chair role.