Nelson Urdaneta
KIMBERLY CLARKAbout Nelson Urdaneta
Senior Vice President and Chief Financial Officer of Kimberly-Clark since April 22, 2022; appointed at age 49 after a 17-year career at Mondelez in global finance leadership roles . Kimberly‑Clark’s 2024 performance metrics that drive executive pay included organic sales growth of 3.2% vs 4.0% target and adjusted EPS of $7.36 vs $6.95 target, leading to above‑target annual incentive payouts; 2022–2024 PRSUs paid at 200% based on organic sales growth and modified free cash flow outperformance, signaling strong value creation on the metrics tied to incentive design . Company scale and trajectory: 2024 net sales $20.1B; adjusted operating profit $3.2B; adjusted free cash flow $2.7B; dividend increased for the 53rd consecutive year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mondelez International | SVP, Treasurer | Sep 2021–Mar 2022 | Global treasury leadership |
| Mondelez International | SVP, Corporate Controller & Chief Accounting Officer | Sep 2016–Sep 2021 | Led global controllership; finance governance |
| Mondelez International | CFO, Asia Pacific | 2005–2016 (among roles) | Led finance transformation to support growth ambitions in APAC |
| Mondelez International | General Manager, Venezuela | 2005–2016 (among roles) | Oversaw integration of Cadbury business in Venezuela |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| JDE Peet’s N.V. (MDLZ JV) | Board member (representing MDLZ) | Not disclosed | Governance role at publicly traded JV |
| Keurig Dr Pepper Inc. (MDLZ JV) | Board member (representing MDLZ) | Not disclosed | Governance role at publicly traded JV |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 547,421 | 831,350 | 887,500 |
| Target Bonus (% of Salary) | 100% (set at hire; prorated for 2022) | 100% | 100% |
| Target LTI Value ($) | 2,899,954 stock awards + 691,398 options | 2,700,012 stock awards | 3,500,046 stock awards |
| Target PRSU Value ($) | 1,649,979 | 1,620,064 | 2,100,000 |
| Target Time-Vested RSU Value ($) | 1,249,975 (implied remainder) | 1,079,948 (implied remainder) | 1,400,046 |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Organic Sales Growth | 50% of Element 1 | 4.0% | 3.2% | 82% |
| Adjusted EPS | 50% of Element 1 | $6.95 | $7.36 (adjusted for PPE sale) | 183% |
| Market Share (Non‑financial) | 20% (NEOs other than Torres) | Confidential | Achieved > PY | 110% |
| Inclusion, Equity & Diversity | 10% (NEOs other than Torres) | Qualitative | Achieved | 100% |
| Total Annual Incentive Payout (CFO) | — | — | — | 125% of target; $1,123,003 |
2024 Element 1 payout was 133% (equally weighted organic growth and EPS); Element 2 payout was 107% (market share and I, E & D) .
Long-Term Incentives
| PRSU Cycle | Metrics (equal weight) | Performance Period | Payout Range | Status / Vesting |
|---|---|---|---|---|
| 2024–2026 PRSUs | Avg annual organic sales growth (ex‑Argentina); cumulative modified free cash flow | Jan 1, 2024–Dec 31, 2026 | 0–200% of target | On pace at 105% as of Feb 12, 2025; vests 3rd anniversary of grant |
| 2023–2025 PRSUs | Same metrics | Jan 1, 2023–Dec 31, 2025 | 0–200% | On pace at 160% as of Feb 12, 2025 |
| 2022–2024 PRSUs | Same metrics | Jan 1, 2022–Dec 31, 2024 | 0–200% | Paid at 200%; distribution to Urdaneta scheduled April 26, 2025 |
2024 Grants Detail (CFO)
| Grant Type | Grant Date | Target Shares | Grant-Date Fair Value ($) |
|---|---|---|---|
| Performance-based RSUs (PRSUs) | May 1, 2024 | 15,388 | 2,100,000 |
| Time-vested RSUs | May 1, 2024 | 10,259 | 1,400,046 |
| Time-vested RSU vesting cadence | — | — | 30%/30%/40% on 1st/2nd/3rd anniversaries |
Equity Ownership & Alignment
| Item | Amount / Policy | Notes |
|---|---|---|
| Beneficial Ownership (12/31/2024) | 83,687 shares; <1% of outstanding | As reported; percent of class <1% |
| Shares acquirable within 60 days | 18,968 (stock options) | 2022 option grant |
| Unvested time‑vested RSUs | 16,000 units | Included in ownership guidelines |
| Unvested PRSUs (at target) | 40,551 units | Excluded from ownership guidelines |
| Outstanding options | 18,968 exercisable; 12,646 unexercisable; $139.18 strike; expire 4/26/2032 | Closing price used for valuations on 12/31/24 was $131.04, indicating these options were out‑of‑the‑money at that date |
| Anti‑hedging/pledging | Prohibited for executives | |
| Pledged shares | None disclosed for executives/directors | |
| Ownership guideline | 3x base salary for NEOs (incl. CFO) | |
| Compliance status | Each NEO has met the level or is within 5‑year window |
Employment Terms
| Topic | Terms |
|---|---|
| Employment agreement | No individual employment agreement; covered by severance programs |
| Severance Pay Plan (non‑CoC) | 2x (base salary + current target annual incentive); pro‑rata current year target if termination after Jan 31; 6 months COBRA medical; 12 months outplacement; 3 months EAP; release required; lump‑sum within 60 days |
| Executive Severance Program (Change‑of‑Control) | Double‑trigger within 2 years post‑CoC (or certain pre‑CoC terminations): cash equal to 2x (base + current target annual incentive); value of forfeited time‑vested RSUs; target PRSUs valued at 3‑year average payout; 2 years of employer 401(k)/supplemental 401(k) contributions; 2 years COBRA; options vest and exercise period per plan; no excise tax gross‑ups; “better net after‑tax” cutback applies |
| Potential Payments (Illustrative) | CFO “Qualified Termination of Employment” total $13,854,370 (cash $4,723,003; equity $8,756,511; retirement benefits $324,000; continued benefits $50,856) as of 12/31/2024 assumptions |
| Clawbacks | Two policies: discretionary compensation recoupment (restatement; misconduct; significant policy violations) and SEC/NYSE‑aligned “no fault” recovery on restatements covering prior 3 fiscal years |
| Insider trading policy | Trading only when not in possession of MNPI; quarterly blackouts; permits Rule 10b5‑1 plans; prohibits short sales/derivatives; anti‑pledging |
Compensation Summary (Multi‑Year)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 547,421 | 831,350 | 887,500 |
| Bonus ($) | 250,000 (sign‑on) | — | — |
| Stock Awards ($) | 2,899,954 | 2,700,012 | 3,500,046 |
| Option Awards ($) | 691,398 | — | — |
| Non‑Equity Incentive ($) | 587,147 | 1,373,583 | 1,123,003 |
| All Other Compensation ($) | 138,104 | 503,722 | 227,803 |
| Total ($) | 5,114,024 | 5,408,667 | 5,738,352 |
Equity Detail (Outstanding at 12/31/2024)
| Award | Shares/Units | Market/Strike | Expiration / Notes |
|---|---|---|---|
| 2024 PRSUs (target) | 31,315 | — | Vests based on 2024–2026 performance |
| 2024 RSUs (time‑vested) | 10,438 | — | 30/30/40 over 3 years from 5/1/2024 |
| 2023 PRSUs (target) | 23,832 | — | Vests based on 2023–2025 performance |
| 2023 RSUs (time‑vested) | 5,560 | — | 30/30/40 schedule |
| 2022 PRSUs (target) | 25,953 | — | Paid at 200%; distribution due 4/26/2025 |
| 2022 Options (exercisable) | 18,968 | $139.18 | 4/26/2032; out‑of‑the‑money vs $131.04 close on 12/31/2024 |
| 2022 Options (unexercisable) | 12,646 | $139.18 | 4/26/2032 |
Employment & Tenure
- Appointment effective April 22, 2022; Senior Vice President & CFO of Kimberly‑Clark .
- Prior roles at Mondelez spanned 2005–2022 across geographies and disciplines; senior finance leadership experience in controllership, treasury, APAC CFO, and GM roles .
Governance, Peer Group, Say‑on‑Pay
- Compensation policies: majority at‑risk and equity; double‑trigger CoC; robust clawbacks; anti‑hedging/pledging; strong ownership guidelines .
- Executive compensation peer group includes consumer and B2B comparables (e.g., Procter & Gamble, PepsiCo, Colgate, Honeywell, 3M) and was reviewed in 2024; Kenvue replaced J&J; Kellogg rebranded to Kellanova .
- Say‑on‑pay support ~90% at 2024 Annual Meeting; Committee continued pay‑for‑performance approach for 2025 .
Risk Indicators & Red Flags
- No excise tax gross‑ups on change‑of‑control; payments subject to “better after‑tax” cutback .
- No repricing of underwater options without shareholder approval; dividends on RSUs paid only when earned .
- Anti‑pledging and anti‑hedging in insider policy; none of the executives/directors have pledged shares .
Investment Implications
- Pay‑for‑performance alignment is strong: CFO’s annual bonus paid at 125% of target on above‑target adjusted EPS and strategic goals; PRSUs paid 200% for 2022–2024 and are pacing above target for 2023–2025, indicating upside sensitivity to organic growth and free cash flow execution .
- Near‑term share delivery and potential selling pressure around vest dates: 2024 time‑vested RSUs vest on 5/1/2025, 5/1/2026, 5/1/2027; 2022 PRSU distribution scheduled 4/26/2025 for Urdaneta, which can create supply around those dates .
- Retention risk mitigated: double‑trigger CoC economics (2x salary+bonus, equity value, benefits) and substantial unvested equity tied to multi‑year performance reduce flight risk; anti‑hedging/pledging and ownership guidelines support alignment .
- Options are currently out‑of‑the‑money relative to 12/31/24 price, making RSUs/PRSUs the dominant equity exposure; monitoring PRSU pacing (105% for 2024 grant; 160% for 2023 grant) gives a read on future equity realizations tied to organic growth and MFCF .