S. Todd Maclin
KIMBERLY CLARKAbout S. Todd Maclin
S. Todd Maclin (age 68) is an Independent Director of Kimberly-Clark, serving since 2019. He is a retired JPMorgan Chase executive with a 37-year tenure culminating as Chairman, Chase Commercial and Consumer Banking and member of the firm’s Operating Committee; the Board highlights his banking/finance background, leadership experience, and information technology/cybersecurity expertise and confirms he meets NYSE financial literacy standards . The Board is majority independent and lists Maclin as independent; all directors attended the 2024 Annual Meeting and exceeded 75% attendance across Board/committee meetings (Board met seven times in 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Chairman, Chase Commercial and Consumer Banking; Operating Committee member | 2013–2016 (retired 2016); 37-year career | Led Commercial & Consumer Banking; prior roles included Regional Executive (Texas/Southwest) and Global Executive, Energy Investment Banking |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trinity Industries, Inc. | Director (public company) | Since 2020s (disclosed as “since 2020”) | Other public company board service noted by KMB |
| RRH Corporation (parent of Hunt Consolidated, Inc.) | Director | Not disclosed | Private company board |
| Arvest Banking Corporation | Director | Not disclosed | Private bank board |
| Cyber Defense Labs | Board Advisor | Not disclosed | Cybersecurity advisory role |
| Center for Strategic & International Studies (CSIS) | Advisory Board member; Co-Chair, CSIS Dallas Roundtable | Not disclosed | Policy/strategy advisory |
| Everside Capital Partners | Senior Advisory Committee member | Not disclosed | Investment advisory |
| University of Texas ecosystem (Development Board; McCombs Advisory Council; UT Chancellor’s Council Executive Committee; UT Southwestern boards; Southwestern Medical Foundation; Texas Exes) | Director/Advisor/Leader | Various | Extensive higher-ed and foundation governance; named UT Distinguished Alumnus in 2024 |
Board Governance
| Category | Details |
|---|---|
| Committee assignments | Member, Management Development & Compensation (MDC) Committee; Member, Nominating & Corporate Governance (NCG) Committee |
| Committee chairs | Not a chair; MDC Chair: John W. Culver; NCG Chair: Mark T. Smucker |
| Committee meeting cadence (2024) | MDC: 4 meetings; NCG: 4 meetings |
| Independence | Independent Director (Board identifies all directors except CEO as independent) |
| Attendance | Board met 7 times in 2024; all directors attended >75% of Board/committee meetings; 100% attendance at 2024 Annual Meeting |
| Lead director | Lead Independent Director: Sherilyn S. McCoy (from May 2024) |
| Compensation committee interlocks | None (no interlocking relationships) |
Fixed Compensation
| Year | Component | Amount/Detail |
|---|---|---|
| 2024 | Cash retainer | $105,000 (Fees Earned or Paid in Cash) |
| 2024 | Equity (RSUs) | $185,000 grant-date fair value; 1,512 RSUs granted on Jan 2, 2024 |
| 2024 | All Other Compensation | $10,000 (charitable matching gifts under K-C Foundation program) |
| 2024 | Total | $300,000 |
| 2025 change | Annual RSU value | Increased to $195,000 beginning in 2025 (to align with peer median) |
| Chair/lead premiums | Additional RSUs for chairs/lead: Audit +$25k; MDC +$25k; NCG +$25k; Sustainability Subcommittee +$20k; Lead Director +$30k (applies if holding those roles) |
Director equity is delivered as time-vested RSUs credited with dividend equivalents; units are not paid out until retirement/termination; directors may not pledge units; KMB reimburses meeting expenses .
Performance Compensation
| Metric/Condition | Applies to Non-Employee Directors? | Notes |
|---|---|---|
| Performance-based equity (PSUs) | No | Outside Directors receive time-vested RSUs; no performance metrics disclosed for director equity |
| Annual cash incentive/bonus | No | Not applicable to Outside Directors |
Dividend-equivalent RSUs credited in 2024 (illustrative detail):
- 296.20 additional RSUs credited to Maclin in 2024; grant-date fair value $39,243 .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | Trinity Industries, Inc. |
| Public board limit policy | KMB policy caps service at ≤4 public boards (including KMB); Board confirms compliance across directors |
| Compensation committee interlocks | None noted for MDC members |
Expertise & Qualifications
- Financial literacy under NYSE rules; deep banking/finance experience; senior leadership credentials; IT/cybersecurity exposure from JPMorgan roles .
- KMB skills matrix attributes Maclin with Financial Expertise, Marketing, Strategy & Transformation, Human Capital, and Cybersecurity experience among others via the directors’ skills summary .
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership (12/31/2024) | 10,663 shares (each director owns <1% of outstanding shares) |
| Outstanding RSUs (12/31/2024) | 8,663 RSUs |
| Pledged shares | None; policy prohibits pledging by directors/officers |
| Director ownership guidelines | 3x annual Board cash compensation; each Outside Director met the level or is within three years of joining (as of 12/31/24) |
| RSU distribution timing | RSUs settle within 90 days post-retirement/termination of Board service |
Insider trades (Form 4) – equity awards to Maclin:
| Filing Date | Transaction Date | Type | Securities Transacted | Post-Transaction Ownership | Security | Source |
|---|---|---|---|---|---|---|
| 2025-01-06 | 2025-01-02 | Award (A) | 1,493 | 10,156.0041 | Restricted Share Units | https://www.sec.gov/Archives/edgar/data/55785/000122520825000350/0001225208-25-000350-index.htm |
| 2024-01-04 | 2024-01-02 | Award (A) | 1,512 | 8,366 | Restricted Share Units | https://www.sec.gov/Archives/edgar/data/55785/000122520824000342/0001225208-24-000342-index.htm |
| 2023-01-04 | 2023-01-03 | Award (A) | 1,349 | 6,627 | Restricted Share Units | https://www.sec.gov/Archives/edgar/data/55785/000122520823000321/0001225208-23-000321-index.htm |
Related Party Transactions and Risk Indicators
- Related person transactions: None since the beginning of 2024, per the company’s review and Board procedures (NCG/Audit Committee oversight) .
- Anti-hedging/pledging: Policy prohibits hedging and pledging by directors/officers; quarterly blackout/pre-clearance apply under insider trading policy .
- Say-on-Pay (context for governance sentiment): 2025 advisory approval votes For 226,830,430; Against 17,437,076; Abstentions 1,645,615 (broker non-votes 41,889,391) . 2024 advisory approval votes For 221,696,267; Against 23,499,170; Abstentions 1,395,121 .
Governance Assessment
- Board effectiveness and engagement: Maclin serves on two core committees (MDC and NCG) that oversee executive pay, leadership development, board succession, and broader governance/policy matters; both committees met four times in 2024, and overall Board/committee attendance exceeded 75% with full Annual Meeting attendance, supporting engagement and oversight .
- Alignment and incentives: Director pay mix balances cash ($105k) and time-vested RSUs ($185k in 2024), with RSUs delivered on a retirement-distribution schedule and credited with dividend equivalents; ownership guidelines (3x cash retainer) and no-pledging rules reinforce alignment; RSU value increased modestly to $195k in 2025 to align to peer medians .
- Conflicts/interlocks: No reported related person transactions; MDC interlocks absent; service on a single other public board (Trinity Industries) is within KMB’s public board cap policy and mitigates overboarding risk .
- RED FLAGS: None evident from filings—no pledging, no related-party transactions, no attendance concerns, no interlocks disclosed .
Overall, Maclin’s finance/cybersecurity background, dual committee roles (MDC/NCG), and compliance with ownership/anti-pledging policies support investor confidence, with no material governance red flags identified in recent disclosures .