Zackery Hicks
KIMBERLY CLARKAbout Zackery Hicks
Zackery Hicks (age 61) is Chief Digital and Technology Officer (CDTO) at Kimberly‑Clark, elected in 2022; he oversees all IT and digital functions and previously served as EVP & Chief Digital Officer at Toyota Motor North America and CEO/President of Toyota Connected North America . Under his tenure as a named executive officer, KMB delivered 2024 organic sales growth of 3.2% (total net sales −1.8%) and adjusted EPS of $7.30, with operating profit up 36.9% YoY as transformation initiatives, portfolio actions, and productivity gains took hold . KMB’s TSR (value of $100 investment) reached 113.18 in 2024 (from 101.25 in 2023), while net income rose to $2.545B; the company’s annual incentive metrics included organic sales growth and adjusted EPS, aligning pay with performance outcomes . Cybersecurity governance sits within Hicks’ remit: the CISO reports to the CDTO, with the Audit Committee receiving quarterly briefings and a NIST‑aligned program and tabletop exercises in place .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kimberly‑Clark | Chief Digital and Technology Officer | 2022–present | Leads global IT and digital capabilities to build brands and differentiated capability . |
| Toyota Motor North America | EVP & Chief Digital Officer | 2018–2022 | Drove enterprise digital strategy; long‑tenured technology leadership since 1996 . |
| Toyota Connected North America | CEO & President | (during Toyota tenure) | Led connected mobility/data platform initiatives (within broader Toyota roles) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Signet Jewelers Ltd. | Director | Current | Public company board service . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 | Notes |
|---|---|---|---|---|
| Base Salary ($) | 432,540 | 1,000,100 | 1,015,000 (committee‑approved 2024 base: $1,020,000; +2.0% merit) | 2024 base set at $1,020,000 effective Apr 1, 2024 . |
| All Other Compensation ($) | 32,873 | 159,919 | 247,458 | 2024 perqs include $13,000 financial counseling; DC plan amounts $234,458 . |
Perquisites: financial counseling ($13,000 in 2024). Defined contribution plan contributions/profit sharing credited per plan disclosures .
Performance Compensation
Annual Incentive (MAA Program)
| Metric (Element 1) | Target | Actual 2024 | Payout Factor |
|---|---|---|---|
| Organic Sales Growth | 4.0% | 3.2% | 82% |
| Adjusted EPS | $6.95 | $7.36 (comp metric; 10‑K adjusted EPS $7.30) | 183% |
| Element 1 Blended Payout | — | — | 133% |
| Metric (Element 2) | Assessment | Payout Factor |
|---|---|---|
| Market Share | Calculated above target | 110% |
| Inclusion/Equity/Diversity | Qualitative at target | 100% |
| Element 2 Blended Payout | — | 107% |
| Executive | Target Bonus (% of Salary) | 2024 Target ($) | 2024 Actual Payout | Actual as % of Target |
|---|---|---|---|---|
| Zackery Hicks | 100% | 1,020,000 | 1,272,736 | 125% |
Notes:
- For NEOs other than the North America BU head, annual payouts are based on corporate financial metrics (Element 1) and corporate non‑financial strategic goals (Element 2); Torres also had BU goals .
Long‑Term Incentives (2024 Grants)
| Award Type | Grant Date | Target/Granted | Vesting | Performance/Terms | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| PRSUs | 5/1/2024 | 13,190 target units | Cliff vest at 3 years | 50% avg annual organic sales growth (ex‑Argentina) + 50% cumulative modified FCF (0–200% payout) | 1,800,039 |
| Time‑vested RSUs | 5/1/2024 | 8,793 units | 30%/30%/40% over 3 years | Dividend equivalents accrue | 1,199,981 |
Program observations:
- 2024 LTI mix: 60% PRSUs / 40% RSUs at target for Hicks ($3.0M total) .
- PRSU run‑rate: as of Feb 12, 2025, 2024 PRSUs were pacing to 105% and 2023 PRSUs to 160% (indicative only; subject to final 3‑yr results) .
- 2022 PRSUs vested at 200%; for Hicks (joined 2022), distribution of vested 2022 PRSUs scheduled July 29, 2025 .
Outstanding Equity and Options
| Instrument | Key Details |
|---|---|
| Stock options | 27,316 exercisable and 18,211 unexercisable from 7/29/2022 grant; strike $131.79; expire 7/29/2032 . |
| Outstanding PRSUs/RSUs | As of 12/31/2024, unearned PRSUs and unvested RSUs per outstanding awards table; see Equity Ownership section for counts . |
Equity Ownership & Alignment
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership (incl. counting of certain unvested RSUs per proxy convention) | 97,561 shares | Includes unvested RSUs and target PRSUs per footnote . |
| Of which: time‑vested RSUs (counted in proxy “ownership”) | 20,341 units | Counted as “owned” for guideline purposes; still subject to vesting . |
| Of which: PRSUs at target (counted in proxy “ownership”) | 45,192 units | Performance‑contingent; not counted toward guidelines . |
| Options exercisable within 60 days | 27,316 shares | From 2022 grant . |
| % of shares outstanding (approx.) | ~0.03% | 97,561 / 331,651,706 shares outstanding as of 3/3/2025 record date . |
| Anti‑hedging/pledging policy | Prohibits hedging and pledging; no pledges by officers as of proxy date . | |
| Stock ownership guidelines | 3x base salary for NEOs; compliance monitored, with 5‑yr window for new execs . |
Employment Terms
| Topic | Disclosure |
|---|---|
| Employment status | Will depart KMB effective March 31, 2026; will receive certain compensation/benefits consistent with the Severance Pay Plan . |
| Severance Pay Plan (non‑CIC) | If involuntary termination (not for cause): 2x (base + target bonus), pro‑rated current‑year target bonus if after Jan 31, 6 months COBRA, 12 months outplacement; equity generally forfeited absent retirement eligibility . |
| Executive Severance Program (CIC, double‑trigger) | 2x (base + target bonus), value of forfeited time‑vested RSUs, target PRSUs × 3‑yr avg payout, 2 years DC plan contributions, 2 years COBRA; double‑trigger; no tax gross‑ups (cutback if needed) . |
| Retirement eligibility | Retirement (55+) accelerates stock options (up to 5 yrs to exercise) and provides for full payout of annual time‑vested RSUs and performance‑based payout of PRSUs at end of period (if >6 months outstanding), among other benefits . |
| Clawbacks | Two policies: (1) broad recoupment for material restatement or misconduct; (2) no‑fault Dodd‑Frank compliant recovery of erroneously awarded incentive comp for current/former Section 16 officers . |
| Insider trading | Quarterly blackouts, pre‑clearance, 10b5‑1 plan requirements; hedging/pledging prohibited . |
Potential Payouts (Scenario as of Dec 31, 2024; $131.04 stock price)
| Scenario | Cash ($) | Equity with Accelerated Vesting ($) | Additional Retirement Benefits ($) | Continued Benefits/Other ($) | Total ($) |
|---|---|---|---|---|---|
| Qualified Termination (CIC, double‑trigger) | 5,352,736 | 10,087,608 | 367,200 | — | 15,807,544 |
| Involuntary Termination (Severance Pay Plan) | 5,100,000 | — | — | 10,007 | 5,110,007 |
| Death | 3,272,736 | 7,752,144 | — | — | 11,024,880 |
| Disability | 1,272,736 | 7,752,144 | — | — | 9,024,880 |
| Retirement | 1,272,736 | 13,825,861 | — | — | 15,098,597 |
Note: Values are illustrative point‑in‑time estimates as of 12/31/2024 using $131.04/share and plan assumptions specified in the proxy .
Multi‑Year Compensation Summary (NEO Table Extract)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Annual Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 1,015,000 | 3,000,020 | — | 1,272,736 | 247,458 | 5,535,214 |
| 2023 | 1,000,100 | 3,000,013 | — | 1,452,980 | 159,919 | 5,613,012 |
| 2022 | 432,540 | 4,150,067 | 749,830 | 398,570 | 32,873 | 6,863,880 |
Additional Context on KMB Performance (for pay‑for‑performance alignment)
- 2024 net sales $20.058B (−1.8% YoY) with organic sales +3.2%; adjusted EPS $7.30; operating profit +36.9% YoY, supported by productivity savings and PPE divestiture gain offset by transformation costs .
- Annual incentive metrics and PRSU metrics (organic sales growth, adjusted EPS/modified FCF) directly reflect these operating drivers; say‑on‑pay approval was ~90% in 2024, indicating investor support for program design .
Risk Indicators & Red Flags
- Upcoming departure (effective March 31, 2026) implies senior digital leadership transition and potential execution risk around ERP/cyber and ongoing digital initiatives; benefits aligned with Severance Pay Plan (non‑CIC) per 8‑K .
- Anti‑pledging/hedging policy and robust clawbacks mitigate alignment risk; no pledges disclosed for officers .
- No related‑party transactions disclosed for 2024 .
Compensation Structure Analysis
- Mix shift to performance‑based equity remains high (60% PRSUs within LTI) with 3‑year financial targets (organic sales growth ex‑Argentina and cumulative modified FCF) and a 0–200% payout range, reinforcing multi‑year value creation focus .
- 2024 annual bonus paid at 125% of target for Hicks, reflecting above‑target adjusted EPS and corporate strategic goals despite organic growth below target; formulaic discipline maintained .
- No option repricings, no excise tax gross‑ups in CIC program; dividends on RSUs accrue and are paid only if/when awards vest .
Investment Implications
- Near‑term leadership transition: Hicks’ planned departure (Mar 31, 2026) elevates succession execution risk in digital/cyber/ERP; however, retirement eligibility and plan terms reduce forced selling pressure and preserve substantial equity alignment during transition .
- Pay‑performance alignment looks robust: PRSUs tied to organic growth and modified FCF, with 2023/2024 PRSUs currently pacing above target (160%/105% as of Feb 12, 2025), creating potential incremental equity delivery in 2026–2027 if business momentum is sustained .
- Monitoring/trading signals: Watch Form 4s around scheduled PRSU/RSU vest dates (e.g., 2022 PRSU distribution on 7/29/2025 for Hicks) and any 10b5‑1 plan activity; anti‑pledging limits leverage‑driven supply; comprehensive clawbacks limit adverse governance optics .
- Governance support: ~90% say‑on‑pay approval and no related‑party findings underpin investor acceptance of the exec pay model; continued delivery on organic growth/FCF targets is key to sustaining above‑target LTI outcomes .