Betsy Holden
About Betsy D. Holden
Independent director since May 2023; age 69. Former Co‑CEO of Kraft Foods with 40+ years leading growth and innovation in consumer-driven companies and 13 years as Senior Advisor to McKinsey. She serves as Chair of Kenvue’s Compensation & Human Capital Committee, with deep experience in human capital, executive compensation, governance, and global brand marketing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kraft Foods Inc. | Co‑Chief Executive Officer, Kraft Foods North America | 2001–2003 | Led successful acquisition/integration of Nabisco; oversaw IPO; maintained leadership in sales force excellence and digital innovation |
| Kraft Foods Inc. | Chief Executive Officer, Kraft Foods North America | 2000–2003 | Drove growth and operational improvements at largest N.A. food company |
| Kraft Foods Inc. | President, Global Marketing & Category Development | 2004–2005 | Advanced brand marketing and category strategy globally |
| Kraft Foods Inc. | Division President and EVP (Cheese, Pizza; Ops/IT/Procurement/R&D/Consumer Insights) | 1982–2005 | P&L leadership across major divisions; enterprise functions |
| McKinsey & Company | Senior Advisor (strategy, marketing, board effectiveness) | 2007–2020 | Advised consumer goods, healthcare, financial services clients |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Western Union Company | Director | 2006–Present | Public board service |
| Dentsply Sirona Inc. | Director | 2018–Present | Public board service |
| NNN REIT, Inc. | Director | 2019–Present | Public board service |
| Northwestern Kellogg School | Global Advisory Board Member | N/A | Governance/education advisory role |
| Duke University | Former Trustee; Executive Committee | N/A | Prior board service |
Board Governance
- Committee assignments: Chair, Compensation & Human Capital Committee (CHCC); CHCC responsibilities include CEO/NEO pay, peer groups, LTI oversight, HCM practices, succession, and director pay review .
- Board independence: All directors independent other than CEO; committee membership meets heightened NYSE independence standards; independent executive sessions at every regularly scheduled Board/Committee meeting .
- Attendance: Board held 14 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; CHCC held 6 meetings in 2024 .
- Stock ownership guidelines: Directors must hold at least 5× annual cash retainer; all directors in compliance as of Dec 29, 2024; hedging/pledging/short-selling prohibited .
- Overboarding policy: Non‑executive directors should not serve on more than four public company boards (including Kenvue) without Board approval; Holden serves on three external boards plus Kenvue (four total), within guideline .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director cash retainer |
| CHCC Chair cash fee | $25,000 | Committee chair fee level |
| Equity grant (DSUs) | $179,995 | Annual DSU grant value; typically 9,259 DSUs granted; immediate vesting; dividends credited as additional DSUs |
| Total 2024 director pay | $304,995 | Fees earned 125,000; stock award 179,995 |
Performance Compensation
Directors do not receive performance-based equity; annual director DSUs vest immediately, payable after Board service. No meeting fees; no stock options; directors may elect to convert cash retainers into DSUs (Holden did not elect additional DSUs in 2024 per footnotes) .
| Performance Metric | Weight | Plan Applicability | Notes |
|---|---|---|---|
| None (director compensation) | N/A | N/A | DSUs are time-based; no TSR/financial metric linkage; dividend equivalents credited in DSUs |
Other Directorships & Interlocks
- Current public company boards: Western Union, Dentsply Sirona, NNN REIT .
- Related-party transactions: Kenvue disclosed transactions involving Profitero and Circana tied to other directors; no related-party transactions disclosed for Holden .
- Activist interlock: Jeffrey C. Smith (Starboard Value) joined CHCC in March 2025 under Cooperation Agreement; may influence compensation oversight dynamics .
Expertise & Qualifications
- Strategic skills: Executive Leadership & Strategy; Brand Marketing & Sales; Consumer/Retail Industry; Corporate Governance; Digital Technology; Global & International; Human Capital Management & Sustainability .
- Track record: Led Nabisco acquisition/integration; Kraft IPO; board effectiveness advisory at McKinsey .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 17,652 | Includes DSUs counted as economic equivalent in ownership tables; <1% of shares outstanding |
| DSUs balance | 17,498 | Aggregate DSUs as of Dec 29, 2024 (mandatory deferrals, elective deferrals, dividend equivalents) |
| Ownership guideline | ≥$500,000 | 5× annual cash retainer; all directors compliant |
| Pledging/hedging | Prohibited | Hedging, pledging, short-selling not permitted under Insider Trading Policy |
Governance Assessment
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Strengths:
- Deep consumer brands and global operations expertise; seasoned CHCC chair with robust governance and HCM background .
- Independent oversight, with strong director ownership guidelines and prohibitions on hedging/pledging .
- Transparent director pay structure (cash + DSUs) aligning director interests with shareholders; no options or performance gaming for directors .
- Board/committee evaluation processes and regular executive sessions enhance effectiveness .
-
Potential risk indicators / watch items:
- Overboarding proximity: Four public boards including Kenvue, at the company’s policy ceiling; continued monitoring of time commitments advisable .
- Activist presence on CHCC: Starboard’s Jeffrey C. Smith joined CHCC in March 2025 via Cooperation Agreement, increasing scrutiny and potential shifts in compensation philosophy; as CHCC Chair, Holden will need to balance activist input with long-term strategy .
- Attendance disclosure is aggregate (≥75%); while compliant, more granular individual attendance detail is not provided publicly .
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Broader context signal:
- 2024 say‑on‑pay support was ~97%, indicating investor confidence in compensation practices overseen by the CHCC; continued engagement program reached holders representing ~43% of outstanding shares .