Carlton Lawson
About Carlton Lawson
Carlton Lawson, age 56, serves as Group President, Europe, Middle East & Africa and Latin America (EMEA & LATAM) at Kenvue, having held the EMEA role since May 2023 and expanded scope to include Latin America effective January 2024; he has been on Kenvue’s Leadership Team since May 2023 . He brings 30+ years in consumer health across Johnson & Johnson, GSK Consumer Health, Pfizer Consumer Healthcare, and Warner-Lambert, and holds a B.Sc. in Geography from The University of Manchester . In 2024, he delivered regional financial performance ahead of plan across Net sales, Gross profit margin, Net income and Free cash flow, resulting in a 180% individual compensation factor and a 91.5% payout vs target; Kenvue’s PSUs are tied to Organic net sales CAGR and Adjusted diluted EPS CAGR with a Relative TSR modifier, aiming to align pay with value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Johnson & Johnson (Consumer Health) | Company Group Chairman, Europe, Middle East & Africa | 2019–— | Member of Consumer Health Leadership Team |
| Johnson & Johnson (Consumer Health) | Area Managing Director, Northern Europe | 2019–— | Regional P&L leadership in Northern Europe |
| GSK Consumer Health | Head of Global Categories; Area Managing Director, Northern Europe | — | Led global category management and regional operations |
| Pfizer Consumer Healthcare | Marketing Director, UK & Ireland | — | Marketing leadership across UK & Ireland |
| Warner-Lambert (Consumer Healthcare) | Early career | — | Entered consumer healthcare industry |
Fixed Compensation
Multi-year cash compensation and annual incentive structure:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $535,500 | $665,120 | $664,260 |
| Target Annual Incentive (% of Salary) | — | 85% | 85% |
| Target Annual Incentive ($) | — | $565,352 | $564,621 |
| Non-Equity Incentive Plan Compensation ($) | $434,654 | $644,501 | $516,346 |
| Bonus ($) – Engagement Award (Separation) | — | $750,000 | $750,000 |
2024 annual incentive mechanics: payout formula = Target incentive × (Kenvue Performance Factor × 70% + Individual Compensation Factor × 30%); Lawson’s factors were 53.5% and 180.0%, respectively, yielding $516,346 and 91.5% of target .
Performance Compensation
2024 Long-Term Incentive (LTI) Design and Metrics
- Mix: PSUs 50%, Stock Options 30%, RSUs 20% .
- PSU performance measures: Organic net sales CAGR (growth), Adjusted diluted EPS CAGR (profitability), with Relative TSR as a modifier .
| PSU Measure | Weighting | Design Rationale |
|---|---|---|
| Organic net sales (CAGR) | Core PSU measure | Incentivizes top-line growth; key driver in consumer staples |
| Adjusted diluted EPS (CAGR) | Core PSU measure | Incentivizes profit generation and robust free cash flow |
| Relative TSR | Modifier | Rewards market-leading long-term value creation |
2024 Grants of Plan-Based Awards (March 5, 2024)
| Award | Grant Date | Target (#) | Maximum (#) | Options (#) | Exercise Price ($) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| 2024–2026 PSUs | 3/5/2024 | 53,655 | 107,310 | — | — | $997,983 |
| RSUs | 3/5/2024 | — | — | — | — | $407,993 |
| Stock Options | 3/5/2024 | — | — | 193,059 | $19.01 | $611,997 |
- Vesting: RSUs and options vest in equal tranches on the 1st, 2nd, and 3rd anniversaries; PSUs vest after the 3-year period ending December 31, 2026, subject to performance and service .
Historical and Separation-Related Equity Awards (Converted from J&J; Kenvue Founder/Dec 2023 grants)
RSUs and PSUs (converted or granted):
| Award | Grant Date | Shares (#) | Fair Value ($) |
|---|---|---|---|
| RSUs (J&J 2/14/2022) | 2/14/2022 | 11,846 | $255,044 |
| RSUs (converted PSUs 2/14/2022) | 2/14/2022 | 29,618 | $637,676 |
| RSUs (J&J 2/13/2023) | 2/13/2023 | 9,038 | $194,588 |
| RSUs (converted PSUs 2/13/2023) | 2/13/2023 | 34,907 | $751,548 |
| Founders PSUs (Kenvue) | 10/2/2023 | 67,227 | $723,696 |
| Dec 2023 PSUs | 12/7/2023 | 25,960 | $279,464 |
| Dec 2023 RSUs | 12/7/2023 | 3,461 | $74,514 |
| March 2024 PSUs | 3/5/2024 | 55,171 | $1,187,832 |
| March 2024 RSUs | 3/5/2024 | 22,068 | $475,133 |
Options:
| Award | Grant Date | Options (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| J&J Options | 2/10/2020 | 31,173 | 20.44 | 2/10/2030 |
| J&J Options | 2/8/2021 | 34,225 | 22.23 | 2/8/2031 |
| J&J Options | 2/14/2022 | 117,012 | 22.40 | 2/14/2032 |
| Kenvue Options | 2/13/2023 | 37,403; 74,794 | 21.97 | 2/13/2033 |
| Founder Options | 10/2/2023 | 168,624 | 20.32 | 10/2/2033 |
| Dec 2023 Options | 12/7/2023 | 15,295; 30,587 | 20.81 | 12/7/2033 |
| March 2024 Options | 3/5/2024 | 193,059 | 19.01 | 3/5/2034 |
- Converted PSUs from February 2023 became Kenvue RSUs at target and vest on the third anniversary of grant; annual RSUs vest in three equal annual installments .
Insider selling pressure context:
- RSUs and options vest annually over three years, creating scheduled deliverables; PSUs cliff-vest after the three-year performance period . Proxy valuations reference $21.53 closing price for year-end valuation purposes; strikes below $21.53 (e.g., $19.01, $20.32, $20.44, $20.81) would have been in-the-money at that reference date, whereas higher strikes ($21.97, $22.23, $22.40) would not .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 24, 2025) | 56,316 current shares; 645,745 rights to acquire (options exercisable within 60 days and RSUs vesting within 60 days); total 702,061; <1% of shares outstanding |
| Stock Ownership Guidelines | Executive officers must hold ≥3× base salary; counts include directly/indirectly owned shares and unvested RSUs; options and unvested PSUs do not count |
| Compliance Status | All NEOs in compliance as of Dec 29, 2024; executives not yet at guideline must retain 75% of after-tax shares from vesting until met |
| Hedging/Pledging | Prohibited; no hedging, pledging, short-selling of Kenvue securities |
Employment Terms
| Provision | Lawson Terms |
|---|---|
| Employment Agreement | Swiss employment agreement covering position, compensation/benefits, and continued salary if prevented from working (e.g., accident/illness); other execs generally do not have employment agreements |
| Severance Program | Executives covered by program to promote orderly succession and retention through potential transactions |
| Clawbacks | Two policies: NYSE-compliant financial-restatement clawback for Section 16 officers; broad misconduct recoupment covering ~1,400 employees, annual and long-term incentives over a defined 3-year period |
| Non-compete/Non-solicit | Equity awards subject to forfeiture/recoupment if employee violates non-compete/non-solicit |
Potential Payments Upon Termination or Change of Control (2025 Proxy)
| Scenario | Cash Severance ($) | Healthcare ($) | LTI Treatment ($) | Total ($) |
|---|---|---|---|---|
| Reduction in Force / Specified Divestiture | 1,843,322 | — | 2,659,144 (pro-rata vesting) | 4,502,466 |
| Other Involuntary Without Cause / Good Reason | 1,843,322 | — | 949,904 (pro-rata vesting of Dec 2023 & Mar 2024 equity) | 2,793,226 |
| Retirement | — | — | — | — |
| Death/Disability | — | — | 5,292,061 (full vesting) | 5,292,061 |
| Change of Control (Double Trigger) | 2,457,762 (2× salary + target bonus) | — | 5,292,061 (full accelerated vesting) | 7,749,823 |
Reference valuation: proxy values based on $21.53 closing price on last trading day of 2024 (Dec 27, 2024) .
2024 Proxy (for context)
- Cash severance multiples for NEOs: 1.5× salary+target bonus (involuntary), 2× on double-trigger change of control; LTI acceleration detailed (full acceleration on change of control) .
Performance Compensation (Detail)
2024 earned annual incentives and performance assessment:
| Item | 2024 Value |
|---|---|
| Target Annual Incentive ($) | $564,621 |
| Kenvue Performance Factor | 53.5% |
| Individual Compensation Factor | 180.0% |
| Annual Incentive Award ($) | $516,346; 91.5% of target |
| Key Results | Delivered regional Net sales, Gross margin, Net income, and Free cash flow ahead of plan; strengthened EMEA competitive position; executed RGM and cost efficiency |
2024 LTI grant outcomes:
| Item | Target | Actual |
|---|---|---|
| 2024 LTI Value ($) | $1,766,000 | $2,040,000 (above target based on prior performance) |
| Mix | PSUs 50%; Options 30%; RSUs 20% | PSUs 50%; Options 30%; RSUs 20% |
Perquisites and Other Compensation
| Year | International Assignment & Localization Benefits ($) | Other Benefits ($) | Notes |
|---|---|---|---|
| 2023 | $215,441 | — | Switzerland relocation: housing allowance $122,725; relocation, supplemental health insurance, tax prep $60,607; car allowance $32,108 |
| 2024 | $316,165 | $53,487 | Housing allowance $114,253; one-time transition allowance $171,601 (housing allowance discontinued as of Jan 2025); car allowance; financial/tax and healthcare services |
Equity Ownership & Alignment (Vesting and Guidelines)
- RSUs/options vest equally over 3 years; PSUs vest after the 3-year performance period ending Dec 31, 2026 .
- Converted J&J PSUs from Feb 2023 became Kenvue RSUs with vesting on the third anniversary of grant .
- Ownership guidelines require 3× salary; all NEOs compliant as of Dec 29, 2024; executives not at guideline must retain 75% of after-tax shares until met .
- Policy prohibits hedging/pledging/short-selling; executive compensation practices affirm no option repricing and no excise tax gross-ups .
Employment & Contracts
- Swiss employment agreement governs Lawson’s employment terms, compensation/benefits, and continued salary in case of accident/illness; other executives generally lack individual employment agreements .
- Executive severance program covers orderly succession and retention around potential change-of-control transactions .
- Clawbacks include NYSE restatement recovery and broader misconduct recoupment; equity awards can be forfeited/recouped upon non-compete/non-solicit violations .
Equity Ownership & Alignment (Beneficial Ownership Snapshot)
| As of March 24, 2025 | Shares Owned | Rights to Acquire (60 days) | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Carlton Lawson | 56,316 | 645,745 | 702,061 | <1% |
Compensation Benchmarking
- Compensation Peer Group includes major global consumer companies across staples and personal care (e.g., Colgate-Palmolive, Kimberly-Clark, Mondelēz, Hershey, Coca-Cola, Clorox, Church & Dwight, Perrigo, Smucker, Estée Lauder, Kellanova, Keurig Dr Pepper, Kraft Heinz, General Mills, Campbell’s, Conagra) .
- Performance Peer Group expands to 30 companies by adding large-cap peers such as P&G, Unilever, Reckitt, L’Oréal, Beiersdorf, PepsiCo, Haleon, Brown-Forman, Tyson, Molson Coors, Monster Beverage, McCormick, Constellation Brands .
- Kenvue engages an independent compensation consultant; practices include meaningful share ownership, capped incentives, robust clawbacks, and no hedging/pledging, excise tax gross-ups or option repricing .
Investment Implications
- Pay-for-performance alignment: 2024 LTI mix (50% PSUs; CAGR-based Organic net sales and Adjusted diluted EPS plus Relative TSR modifier) and annual incentive formula (70% corporate/30% individual) indicate strong linkage to financial/market outcomes .
- Execution signal: Lawson’s 180% individual factor and above-target 2024 LTI grant ($2.04M vs $1.766M target) reflect regional over-delivery and recognition, supportive of continued operational focus in EMEA & LATAM .
- Ownership and selling overhang: Beneficial ownership of 702,061 shares (including near-term rights) and 3× salary ownership guideline—with 75% post-vest retention until compliance and prohibition on hedging/pledging—reduce the likelihood of opportunistic selling and support alignment .
- Event risk: Double-trigger change-of-control cash severance of ~$2.46M and full equity acceleration (estimated $5.29M) create meaningful event-driven economics; annual vesting schedules for RSUs/options and PSU cliff vesting could contribute to predictable supply around vest dates, though insider policies govern trading windows .
- Cost/benefit of mobility: 2024 one-time transition allowance ($171,601) and housing/localization support reflect international role requirements; the transition to discontinue housing allowance from Jan 2025 may reduce perquisite run-rate while maintaining retention .