Amit Banati
About Amit Banati
Amit Banati, age 56, was appointed Chief Financial Officer of Kenvue effective May 12, 2025, after a 30-year career in consumer products finance and operations at Kellanova/Kellogg, Kraft Foods, Cadbury Schweppes, and Procter & Gamble; he also serves on the board of Fortune Brands Innovations . He steps in as Kenvue focuses on profitable growth, margin improvement, cash flow, and forecasting agility; management framed his mandate alongside Q1’25 results, highlighting his transformation experience and priorities in data-driven resource allocation and integrated planning . For context, Kenvue delivered 2024 net sales of $15.5B (+0.1% y/y), gross profit margin of 58.0% (adjusted 60.4%), operating income margin 11.9% (adjusted 21.5%), net income $1.0B (adjusted $2.2B), diluted EPS $0.54 (adjusted $1.14), and free cash flow of $1.3B .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kellanova (formerly Kellogg Company) | Vice Chairman & CFO | Dec 2022–May 2025 | Led finance during transformation; prior APAC/AMEA leadership; public-company CFO since 2019 . |
| Kellogg Company | SVP & CFO | Jul 2019–Dec 2022 | Enterprise-wide finance leadership across global snacking/cereal; transformation execution . |
| Kellogg Company | President, Asia Pacific; later APMEA | Mar 2012–Jul 2018; Jul 2018–2019 | Oversaw growth and operations across Asia Pacific, Middle East & Africa . |
| Kraft Foods; Cadbury Schweppes; Procter & Gamble | Various finance, general management, and board roles | Not disclosed | Global finance and operating leadership across multiple consumer categories . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Fortune Brands Innovations | Director | Not disclosed |
Fixed Compensation
| Component | Detail |
|---|---|
| Base salary | $900,000 . |
| Target annual bonus | 110% of base salary . |
| Target annual equity grant | $3.2 million aggregate target value; same vehicles/vesting as other executive officers . |
| Sign-on cash | $2,500,000 paid shortly after start; subject to 100% repayment if employment ends before 1st anniversary, 50% before 2nd anniversary (exceptions for death/disability, good reason, or termination without significant misconduct) . |
| Sign-on equity | RSUs with $4,000,000 fair value, granted within two months of start; standard 3-year vesting; continued vesting or full vest on death/disability per offer letter . |
| Transaction-conditioned awards | $4,000,000 cash upon close of Mars–Kellanova merger by Aug 13, 2026, and RSUs with $2,500,000 fair value within two months thereafter; equity vests over 3 years; eligibility/repayment terms per offer letter . |
| Severance plan eligibility | Eligible Employee under Executive Severance Pay Plan of Kenvue Inc. and U.S. affiliates . |
| Restrictive covenants | Standard agreement includes non-competition, non-solicitation, and confidentiality . |
Performance Compensation
Kenvue uses a balanced, pay-for-performance design for executives (including the CFO):
- Annual bonus structure: 70% company “Kenvue Performance Factor” based on financials and 30% Individual Compensation Factor .
- Company financial measures (annual plan): Organic net sales, Adjusted gross profit margin, Adjusted net income, and Free cash flow; metrics are non-GAAP for plan purposes -.
| Annual incentive metrics (company component) | Weighting | Target/Actual/Payout | Vesting/Timing |
|---|---|---|---|
| Organic net sales (non-GAAP plan basis) | Part of 70% company factor | Not individualized; company framework disclosed | Cash, paid post-year-end . |
| Adjusted gross profit margin (non-GAAP plan basis) | Part of 70% company factor | Not individualized; company framework disclosed | Cash, paid post-year-end . |
| Adjusted net income (non-GAAP plan basis) | Part of 70% company factor | Not individualized; company framework disclosed | Cash, paid post-year-end . |
| Free cash flow (non-GAAP plan basis) | Part of 70% company factor | Not individualized; company framework disclosed | Cash, paid post-year-end . |
Long-term incentives (standard executive design; applies to his 2025 annual grant, which will use same vehicles/vesting):
| LTI vehicle | Mix | Performance metric(s) | Measurement window | Vesting |
|---|---|---|---|---|
| PSUs | 50% of grant | Organic net sales CAGR; Adjusted diluted EPS CAGR, with Relative TSR modifier (0.75/1.0/1.25) vs Performance Peer Group | 3 years | Cliff vest after 3 years (subject to performance/continued service) . |
| Stock options | 30% of grant | Share price appreciation | N/A | 1/3 each on 1st, 2nd, 3rd anniversaries . |
| RSUs | 20% of grant | Time-based | N/A | 1/3 each on 1st, 2nd, 3rd anniversaries . |
Sign-on equity vesting:
| Award | Grant timing | Fair value | Vesting |
|---|---|---|---|
| Sign-on RSUs | Within two months of May 12, 2025 | $4,000,000 | Over three years; full vest on death/disability; continued vest on qualifying separation; repayment terms for cash sign-ons per offer . |
| Transaction-conditioned RSUs | Within two months after Mars–Kellanova close by Aug 13, 2026 | $2,500,000 | Over three years; treatment on qualifying separation per offer . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial beneficial ownership | 113 common shares, held indirectly via trust (Form 3/A filed May 27, 2025) . |
| Ownership as % of outstanding | Not disclosed (no calculation provided) . |
| Vested vs. unvested | Sign-on RSUs unvested at grant, vest ratably over 3 years; 2025 annual LTI will follow standard PSU/option/RSU schedules . |
| Pledging/hedging | Prohibited for executive officers under Kenvue’s Stock Trading Policy . |
| Executive ownership guidelines | CEO 6x salary; other executive officers (incl. CFO) 3x salary; until met, must hold 75% of after-tax shares from vesting . |
| Clawbacks | Two recoupment policies: NYSE-aligned financial restatement clawback and broader misconduct recoupment covering annual and long-term incentives . |
Employment Terms
| Term | Detail |
|---|---|
| Start date and role | CFO; effective May 12, 2025 . |
| Offer letter key economics | $900k salary; 110% target bonus; $3.2M annual LTI target; $2.5M sign-on cash; $4.0M sign-on RSUs; $4.0M cash + $2.5M RSUs upon Mars–Kellanova close by Aug 13, 2026 . |
| Vesting/repayment protection | Cash sign-ons: 100% repay if depart before 1st anniversary; 50% before 2nd; equity sign-ons vest over 3 years; death/disability => equity vests in full; good reason/termination without significant misconduct => continued vesting; transaction-conditioned sign-ons still paid if condition satisfied post-termination in qualifying cases . |
| Severance | Eligible under Executive Severance Pay Plan (details administered per plan) . |
| Restrictive covenants | Non-compete, non-solicit, confidentiality in standard agreement . |
| Related parties | No Item 404(a) related-party transactions and no family relationships disclosed . |
| Governance signals | Anti-hedging/pledging, equity grant timing controls, and clawbacks in force . |
Performance & Track Record
- Background and focus: Brings CFO and operating leadership across multiple continents and categories; mandate emphasizes revenue growth via data-driven resource allocation, margin/cost profile improvement, cash flow strengthening, and more agile planning/forecasting .
- Certification: Signed SOX 302 CFO certification for Kenvue’s Q3 2025 10-Q, indicating ownership of controls and disclosures for that period .
- Say-on-pay context: Kenvue’s 2024 say-on-pay received ~97% support, reflecting investor alignment with program design he now participates in .
Compensation Structure Notes (Program Design and Peer Benchmarking)
- Annual incentives: 70% company factor (organic net sales, adjusted gross margin, adjusted net income, free cash flow), 30% individual factor; non-GAAP adjustments used for plan purposes -.
- Long-term incentives: 50% PSUs (organic net sales CAGR, adjusted diluted EPS CAGR; Relative TSR modifier vs a 30-company performance peer group), 30% options, 20% RSUs .
- Benchmarking: Compensation decisions reference a 17-company Compensation Peer Group and a broader 30-company Performance Peer Group (adds names like Haleon, Reckitt, Unilever, PepsiCo, P&G, etc.) -.
Investment Implications
- Retention risk: Low near-term given substantial sign-on cash ($2.5M) and multi-year equity ($4.0M + potential $2.5M) with repayment and continued-vesting protections that incentivize staying through at least two years and beyond; transaction-conditioned awards (up to $6.5M combined) further anchor retention through mid-2026 depending on closing timing .
- Selling pressure: Time-based RSUs vest over three years (including sign-on and potential transaction-conditioned equity), creating predictable annual supply; anti-hedging/pledging and ownership guidelines (3x salary for CFO) mitigate misalignment and encourage net share retention (75% of after-tax until compliant) .
- Pay-for-performance alignment: Annual bonus ties to organic growth, margins, profitability, and free cash flow; PSUs center on multi-year organic sales and EPS CAGRs with a Relative TSR modifier—directly linking compensation to durable growth and market-relative outcomes .
- Governance quality: Dual clawbacks, trading restrictions, and equity grant guardrails indicate strong compensation risk controls; 2024 say-on-pay ~97% support suggests investor comfort with design he will be subject to .
- Track record portability: Experience leading finance and operations across APAC/AMEA and global snacking/cereal should support Kenvue’s agenda in brand investment, productivity, and forecasting rigor articulated at appointment .
Overall, the package emphasizes retention and near-term continuity while leveraging Kenvue’s established incentive architecture to drive multi-year growth, margin expansion, and cash generation—key levers for equity value in consumer health .