Bernardo Tavares
About Bernardo Tavares
Bernardo Tavares, age 57, is Kenvue’s Chief Technology & Data Officer (CTDO), serving on the Kenvue Leadership Team since May 2023. He previously served as Chief Information Officer, Consumer Health at Johnson & Johnson (joining J&J in 2012) and held IT leadership roles at Unilever and IBM; he is a Data Research Advisory Board member for MIT’s Center for Information Systems Research and a member of the Hispanic Information Technology Executive Council . In Kenvue’s first full year as a standalone company, 2024 net sales were $15.5B with GAAP diluted EPS of $0.54 and adjusted diluted EPS of $1.14; cumulative TSR since Kenvue’s May 4, 2023 listing measured $84.82 per $100 initial investment, with net income of $1.03B and organic net sales of $15.46B, framing the enterprise context for the CTDO mandate (infrastructure modernization, data capture, and decision agility) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Johnson & Johnson (Consumer Health) | Chief Information Officer; led Consumer Health IT in Latin America; global portfolio/program office roles | 2012–2023 | Led global Consumer Health technology, portfolio and regional IT execution supporting multi-country operations |
| Unilever | IT leadership roles | Not disclosed | Enterprise IT leadership in a global CPG environment |
| IBM | IT leadership roles | Not disclosed | Technology leadership in enterprise systems and services |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| MIT Center for Information Systems Research | Data Research Advisory Board Member | Current | Guides research on data strategy and enterprise digitization |
| Hispanic Information Technology Executive Council | Member | Current | Community leadership in technology executive development |
Performance Compensation
Kenvue’s executive program emphasizes pay-for-performance across near-term and long-term outcomes.
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Annual incentive design: 70% company performance; 30% individual performance, using four company measures (Organic net sales, Adjusted gross profit margin, Adjusted net income, Free cash flow) .
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2024 company performance factor outcome: | Metric | Weighting | Target | Actual | Payout % | Weighted Payout % | |---|---|---|---|---|---| | Organic net sales | Not disclosed | Not disclosed | Not disclosed | 0% | 0% | | Adjusted gross profit margin | Not disclosed | Not disclosed | Not disclosed | 188.2% | 37.6% | | Adjusted net income | Not disclosed | Not disclosed | Not disclosed | 79.4% | 15.9% | | Free cash flow | Not disclosed | Not disclosed | Not disclosed | 0% | 0% | | Kenvue Performance Factor | — | — | — | — | 53.5% |
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Long-term incentive (LTI) mix and metrics (2024 grants to executive officers): 50% PSUs, 30% stock options, 20% RSUs; PSUs measured on 3-year performance (Organic net sales CAGR, Adjusted diluted EPS CAGR) with a Relative TSR modifier (max payout capped at 200%) .
| PSU Performance Measure | Weighting | Measurement Period | Payout Range | TSR Modifier |
|---|---|---|---|---|
| Organic net sales (CAGR) | Not disclosed | 3 years (2024–2026 for 2024 grants) | 0–200% of target | <25th percentile = 0.75x; 25th–75th = 1.0x; >75th = 1.25x |
| Adjusted diluted EPS (CAGR) | Not disclosed | 3 years (2024–2026) | 0–200% of target | As above |
Notes:
- Annual measures exclude FX, M&A, and other comparability items for incentive purposes (non-GAAP definitions and reconciliation provided) .
- Stock options and RSUs typically vest in equal annual tranches over 3 years; PSUs vest after the 3-year performance period, subject to continued service (policy-level terms) .
Equity Ownership & Alignment
| Policy/Practice | Requirement | Status/Notes |
|---|---|---|
| Executive stock ownership guidelines | CEO: 6x base salary; Other executive officers: 3x base salary | Executives must retain 75% of after-tax shares from vesting until guideline met |
| Hedging/pledging/short-selling | Prohibited for executive officers under Kenvue’s Stock Trading Policy | Insider Trading Policy filed as Exhibit 19 to Kenvue’s 2024 Form 10-K |
| Clawbacks/recoupment | Two policies: NYSE-compliant Incentive Compensation Recovery (restatements) and broader Significant Misconduct Recoupment (fraud, gross negligence, policy violations) | CHCC administers methodology and recovery determinations |
Individual beneficial ownership for Mr. Tavares is not separately disclosed in the proxy (only directors/NEOs and all executives as a group are itemized) .
Employment Terms
| Topic | Kenvue Policy-Level Terms | Source |
|---|---|---|
| Employment agreement | No individual employment agreement for U.S.-based executive officers (excluding country-specific situations) | |
| Severance (without cause/good reason) | CEO: 2.0x base + target bonus (paid over 24 months); Other executive officers: 1.5x base + target bonus (over 18 months) | |
| Change-of-control (double trigger) | CEO: 2.5x base + target bonus (lump sum); Other executive officers: 2.0x base + target bonus (lump sum) | |
| Health benefits | Continuation at active rates for 52 weeks | |
| Excise tax protection | Best-net cutback to maximize after-tax payout | |
| Equity treatment – retirement | PSUs: pro-rata payout based on actual performance; Options/RSUs: pro-rata or full continued vesting depending on grant age | |
| Equity treatment – involuntary not for cause/for good reason | PSUs: pro-rata payout; Options/RSUs: pro-rata vesting at next vest date | |
| Equity treatment – death/disability | Accelerated full vesting (PSUs at target) | |
| Equity treatment – change-of-control (double trigger) | Accelerated full vesting (PSUs at greater of target or actual) | |
| Non-compete/nonsolicit enforcement | Award agreements provide forfeiture/recoupment upon violations |
Fixed Compensation
Not individually disclosed for Mr. Tavares (he is not a Named Executive Officer); Kenvue’s program for executive officers includes market-competitive base salary plus target annual incentive determined by CHCC, benchmarked to a 17-company compensation peer group .
Compensation Peer Group (Benchmarking)
| Category | Constituents |
|---|---|
| Compensation Peer Group (17) | Campbell’s, Church & Dwight, Clorox, Coca-Cola, Colgate-Palmolive, Conagra, Estée Lauder, General Mills, Hershey, Hormel, J.M. Smucker, Kellanova, Keurig Dr Pepper, Kimberly-Clark, Kraft Heinz, Mondelēz, Perrigo |
| Performance Peer Group (30) | Compensation Peer Group plus Beiersdorf, Brown-Forman, Constellation Brands, Haleon, L’Oréal, McCormick, Molson Coors, Monster Beverage, PepsiCo, Procter & Gamble, Reckitt Benckiser, Tyson Foods, Unilever |
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: ~97% of votes cast supported NEO compensation .
- Program features: robust clawbacks, capped payouts, meaningful ownership requirements, no option repricing or excise tax gross‑ups; independent consultant (Semler Brossy) advising CHCC .
Investment Implications
- Alignment: Executive incentives tie to organic growth, margin quality, EPS, FCF and three‑year EPS/TSR outcomes—supportive of long-horizon value creation and cash discipline; anti-hedging/pledging and 3x salary ownership guidelines strengthen alignment and reduce hedging‑driven selling risk .
- Vesting/supply dynamics: Standard 3‑year pro‑rata vesting for options/RSUs and PSU cliff vest after three years can create periodic vest-related supply; clawbacks and misconduct recoupment mitigate governance risk .
- Retention/CoC economics: 2.0x cash severance for executive officers on double‑trigger CoC and broad equity acceleration reduce separation friction and can stabilize leadership during strategic events, but imply costs if turnover coincides with M&A .
- Execution risk: 2024 performance reflected sales headwinds offset by strong productivity and gross margin execution amid extensive TSA exits and infrastructure modernization; the CTDO mandate remains central to data/technology resiliency and efficiency gains .