Sherilyn S. McCoy
KIMBERLY CLARKAbout Sherilyn S. McCoy
Sherilyn S. McCoy (age 66) has served on Kimberly-Clark’s Board since 2018 and was elected Independent Lead Director in May 2024. She is the former CEO of Avon Products and previously spent 30 years at Johnson & Johnson, culminating as Vice Chairman overseeing Pharmaceutical, Consumer, Corporate Office of Science & Technology, and IT divisions. As Lead Independent Director, she coordinates independent director activities, leads CEO performance review with the MDCC chair, and chairs executive sessions at least quarterly, signaling a strong governance role focused on oversight and board effectiveness .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avon Products, Inc. | Chief Executive Officer and Director | 2012–2018 | Led consumer products turnaround; CEO experience adds strategy and human capital strength . |
| Johnson & Johnson | Vice Chairman (oversaw Pharma, Consumer, Corporate Office of Science & Technology, IT); prior roles incl. Worldwide Chairman, Pharmaceuticals; Worldwide Chairman, Surgical Care Group; Company Group/Worldwide Franchise Chairman, Ethicon; Global President Baby and Wound Care; VP Marketing; VP R&D | ~1981–2012; senior roles 2005–2011+ | Deep operating, R&D/innovation and global execution background; financial literacy affirmed by NYSE standards . |
External Roles
| Organization | Role | Status (as disclosed) | Notes |
|---|---|---|---|
| AstraZeneca PLC | Director | Current (served since 2020 timeframe) | Listed among public boards served on since 2020; no end date indicated, implying current service . |
| Stryker Corporation | Director | Current (served since 2020 timeframe) | Listed among public boards served on since 2020; no end date indicated, implying current service . |
| Certara, Inc. | Director | Former (through Nov 2021) | End date specified . |
| NovoCure Limited | Director | Former (through June 2022) | End date specified . |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; McCoy is independent .
- Lead Independent Director: Serving since May 2024 with defined authorities (agenda approval, CEO performance review leadership, board/committee evaluation leadership, shareholder conduit) .
- Committee roles at KMB (2024): Chair, Executive Committee (as Lead Independent Director). Not listed as a member of Audit, Management Development & Compensation (MDCC), or Nominating & Corporate Governance (NCG); these committees list other members by name .
- Attendance/engagement: Board met 7 times in 2024; all directors attended >75% of Board and committee meetings and attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet without management; Lead Director chairs at least quarterly .
Fixed Compensation (Director)
| Component | Amount | Detail |
|---|---|---|
| Cash retainer (2024) | $105,000 | Fees Earned or Paid in Cash . |
| Equity grant (2024) | $210,000 | RSU grant; 1,716 units granted Jan 2, 2024; RSUs settle after board retirement/termination (not transferable/pledgeable) . |
| All other (2024) | $10,000 | Matching gifts under K-C Foundation program (up to $10,000) . |
| Total (2024) | $325,000 | Sum of cash, stock awards, and other . |
| Additional RSU credits (2024) | 364.97 units; $48,340 | Dividend-equivalent RSUs credited during 2024 . |
| Policy note | – | Outside director RSUs not paid out until retirement; aligns interests and defers settlement . |
| 2025 update | +$195,000 RSU value | Board approved increasing annual outside director RSU grant value from $185,000 to $195,000 beginning 2025 (applies to all outside directors) . |
Performance Compensation (Director)
- Kimberly-Clark does not use performance-conditioned awards for outside directors; director equity is delivered as RSUs that vest/settle upon retirement/termination, with dividend-equivalent RSUs credited during service. No annual bonus or performance metrics apply to directors’ compensation structure .
Other Directorships & Interlocks
| Company | Sector Overlap/Relationship to KMB | Potential Interlock/Conflict Note |
|---|---|---|
| AstraZeneca PLC | Pharma; no direct competitive overlap with KMB’s consumer tissue/personal care categories | No related-person transactions disclosed; independence maintained . |
| Stryker Corporation | MedTech; limited overlap with KMB consumer products | No related-person transactions disclosed; independence maintained . |
Related-party transactions: Company reports no related person transactions since the beginning of 2024, and committees oversee any that arise (NCG for directors; Audit for executives) .
Expertise & Qualifications
- CEO leadership (Avon), global consumer and healthcare/innovation operating roles (J&J), financial literacy under NYSE standards, marketing and international experience; governance and compensation experience noted by the Board .
- As Lead Independent Director, responsibilities include coordinating independent directors, meeting leadership, agenda input/approval, CEO performance review leadership, and shareholder engagement conduit, supporting robust oversight .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (12/31/2024) | 10,635 shares | Reported in beneficial ownership table; each director owns <1% of outstanding . |
| RSUs outstanding (12/31/2024) | 10,635 units | Outside Director stock awards outstanding (matches beneficial ownership count) . |
| Shares pledged | None | Company reports no pledging by executives/directors as of proxy date . |
| Hedging/pledging policy | Prohibited | Anti-hedging and anti-pledging policy; included in governance profile . |
| Ownership alignment | Strong | Outside director RSUs defer to end of service; supports long-term alignment . |
Governance Assessment
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Strengths/signals:
- Lead Independent Director with defined authorities, enhancing independent oversight and board accountability .
- Clear independence and attendance compliance; all directors >75% attendance and attended 2024 annual meeting .
- No related-person transactions; anti-hedging/pledging policy; no pledged shares—reduces conflict/alignment risk .
- Director pay mix heavily equity via deferred RSUs; settlement only after board exit, reinforcing long-term alignment .
- Company’s say-on-pay support ~90% at 2024 meeting, indicating broad investor support for compensation governance framework (contextual to board oversight) .
-
Potential watch items:
- Multiple external public boards (AstraZeneca, Stryker) increase time commitments but remain within KMB policy cap of four; Board affirms compliance and reviews time commitments when nominating .
- No red flags noted on related-party transactions, hedging/pledging, or committee interlocks (MDCC interlocks: none) .
Committee Assignments and Roles (KMB)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Executive Committee | Chair (as Lead Independent Director) | 0 | Acts between board meetings if needed . |
| Audit | Not a member | 8 | Members listed do not include McCoy . |
| MDCC (Compensation) | Not a member | 4 | Members listed do not include McCoy . |
| NCG (Nominating & Corporate Governance) | Not a member | 4 | Members listed do not include McCoy; Sustainability Subcommittee chaired by Dr. Jemison . |
Director Compensation Detail (2024)
| Component | Amount | Grant/Units | Settlement/Terms |
|---|---|---|---|
| Cash fees | $105,000 | – | Annual retainer . |
| Stock awards (RSUs) | $210,000 | 1,716 units (1/2/2024) | RSUs settle within 90 days after retirement/termination; not transferable or pledgeable; dividend-equivalent RSUs credited . |
| Matching gifts | $10,000 | – | K-C Foundation matching gifts program . |
| Dividend-equivalent RSUs (credited 2024) | $48,340 | 364.97 units | Additional RSUs credited during year . |
| RSUs outstanding (12/31/2024) | – | 10,635 units | Outstanding balance . |
Risk Indicators & Red Flags
- RED FLAGS: None observed specific to McCoy at KMB in disclosed materials (no related-party transactions; no pledging; not on more than four public boards; no committee interlocks) .
- Governance policies include majority voting, proxy access, independent committees, and outside director RSUs deferred to retirement—supporting investor confidence .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay support approximately 90% of shares represented; board continued pay-for-performance approach into 2025—reflects constructive investor sentiment toward compensation oversight under the board’s governance .