Sylvia M. Burwell
KIMBERLY CLARKAbout Sylvia M. Burwell
Sylvia M. Burwell (age 59) is an independent director of Kimberly-Clark, serving since 2022. She is a former President of American University (2017–2024), Senior Professorial Lecturer and Distinguished Fellow at the Sine Institute since July 2024, and previously served as the 22nd U.S. Secretary of Health and Human Services (2014–2017) and Director of the White House Office of Management and Budget (2013–2014). The Board has determined she qualifies as an “audit committee financial expert” under SEC rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American University | President | 2017–2024 | Led institution; governance and management oversight |
| American University | Senior Professorial Lecturer; Distinguished Fellow in Residence, Sine Institute | Since July 2024 | Policy and governance thought leadership |
| U.S. Department of Health and Human Services | Secretary | 2014–2017 | Managed ~$1T department; oversight of NIH, CDC, FDA, Medicare/Medicaid |
| White House Office of Management and Budget | Director | 2013–2014 | Federal budgeting and policy management |
| Walmart Foundation | President | Prior to 2013 | Social responsibility programs; ending hunger initiatives |
| Bill & Melinda Gates Foundation | Senior roles | Prior to 2013 | Led programs in global poverty, agricultural development, financial services for the poor, global libraries |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GuideWell Mutual Holding Corporation | Director | Current | Privately held mutual insurance company (not a public company) |
| Public company boards since 2020 | — | — | None |
Board Governance
- Committee memberships: Audit Committee member; designated audit committee financial expert. Audit Committee met 8 times in 2024.
- Independence: The Board determined all directors except the CEO (Michael D. Hsu) are independent; Burwell is independent.
- Attendance: Board met 7 times in 2024; all directors attended in excess of 75% of Board and committee meetings; all directors attended the 2024 annual meeting.
- Board structure and engagement: Independent directors meet without management; Lead Independent Director (Sherilyn S. McCoy since May 2024) chairs executive sessions at least quarterly and coordinates independent director activities.
- Outside boards limit: KMB policy limits directors to ≤4 public company boards; all directors in compliance; Burwell has none.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Outside Director fees; reimbursed meeting expenses as applicable |
| Equity – RSU grant (grant date Jan 2, 2024) | $185,000 | RSUs not paid out until retirement/termination of Board service; dividend equivalents accrue in RSUs |
| RSU count granted in 2024 | 1,512 units | Grant date fair value per ASC 718; see Note 7 in 10-K for assumptions |
| Other compensation (charitable matching) | $5,000 | Matching Gifts Program; up to $10,000 per year |
| Total (2024) | $295,000 |
Additional design features impacting alignment:
- Director RSUs are restricted and paid in shares within 90 days after retirement/termination; outside directors may not dispose or pledge RSUs; dividend equivalents credited in additional RSUs.
- In 2024, dividend equivalents credited to Burwell totaled 131.54 RSUs (grant date fair value $17,510).
- Beginning 2025, annual director RSU grant value increases to $195,000 (to align with peer median).
Performance Compensation
Directors do not receive performance-based pay; outside director compensation is cash retainer plus RSUs held until retirement with dividend equivalents credited in RSUs. No options, annual meeting fees, or performance metric-tied payouts are disclosed for directors.
| Pay Element | Performance Metric | Measurement Period | Payout Range |
|---|---|---|---|
| Outside Director RSUs | None (time until retirement) | Restricted period from grant to retirement/termination | N/A |
| Cash fees | None (fixed retainer) | Annual | N/A |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None since 2020 (reduces interlock/conflict risk) |
| Private boards | GuideWell Mutual Holding Corporation (privately held insurer) |
| Compensation committee interlocks | None exist at KMB; MD&C Committee has no interlocks or insider participation. |
| Related party transactions | None identified since the beginning of 2024. |
Expertise & Qualifications
- Audit and financial expertise; designated audit committee financial expert.
- Senior leadership across government (HHS, OMB), academia (President, American University), and philanthropy (Walmart Foundation, Gates Foundation); experience in social responsibility and public policy.
- International perspective and diversity of background and viewpoint highlighted by the Nominating & Corporate Governance Committee.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (as of 12/31/2024) | 4,072 shares/units (less than 1% outstanding) | Director beneficial amounts include RSUs under Outside Directors’ plan; each director owns <1% |
| RSUs outstanding (as of 12/31/2024) | 4,072 units | RSUs restricted; paid out post-retirement/termination |
| Dividend-equivalent RSUs credited (2024) | 131.54 units; $17,510 grant date fair value | Accrued equivalents on RSUs |
| Pledging/Hedging | Prohibited by KMB policy; no shares pledged by directors/executives as of proxy date | |
| Ownership guidelines | Outside Directors must own ≥3× annual Board cash compensation within 3 years; each Outside Director has met the level or is within the 3-year window. |
Governance Assessment
- Board effectiveness: Burwell strengthens financial oversight as an Audit Committee member and SEC-designated financial expert; the Audit Committee oversees financial integrity, compliance, and risk (including cyber), meeting 8 times in 2024.
- Independence and engagement: Independent status, no public board overload, and Board-wide strong attendance support investor confidence; independent directors meet in executive session at least quarterly.
- Alignment signals: Director equity grants are deferred until retirement and subject to dividend-equivalent RSUs – a shareholder-aligned structure; anti-hedging/pledging policies and director ownership guidelines reinforce alignment.
- Conflicts/related-party exposure: No related person transactions; compensation committee interlocks absent; private GuideWell role presents limited conflict risk given KMB’s consumer staples focus.
- Investor feedback: Executive compensation received ~90% say-on-pay support in 2024, and KMB conducted governance engagement with holders representing ~18% of shares—signals of broader governance support though not director-specific.
RED FLAGS: None disclosed regarding attendance shortfalls, pledging/hedging, related-party transactions, or discretionary director pay anomalies in 2024.