Caroline Tillett
About Caroline Tillett
Caroline Tillett is Chief Scientific Officer at Kenvue (KVUE), serving on the Kenvue Leadership Team since May 2023; she is 53 years old and leads R&D strategy for the company’s consumer health portfolio . She holds a B.Sc. in Applied Chemistry and a Ph.D. in Organic Chemistry from Kingston University (UK), with 20+ years of consumer health experience at Johnson & Johnson and GSK, including leadership of major consumer health joint ventures (GSK-Novartis and GSK-Pfizer) . Company performance context during her tenure: 2024 net sales were $15.455B (organic net sales $15,460M), net income $1,030M, and free cash flow $1.3B; adjusted gross margin reached 60.4%, reflecting productivity and cost savings initiatives like “Our Vue Forward” (two-year plan to deliver $350M annualized savings by 2026) . Cumulative TSR from Kenvue’s May 4, 2023 listing to year-end 2024 equated to $84.82 per $100 initial investment (peer S&P 500 Consumer Staples sector at $113.13) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Johnson & Johnson (Consumer Health) | Global Head, R&D, Consumer Health | 2019–2023 | Led global consumer R&D; contributed to modernization and innovation in consumer health portfolio . |
| GSK | Vice President, Consumer R&D | Pre-2019 (years not disclosed) | Led consumer R&D and helped form JVs between GSK and Novartis, and GSK and Pfizer, expanding category reach and scale . |
External Roles
No external board or governance roles were disclosed for Dr. Tillett in Kenvue’s proxy materials .
Fixed Compensation
Kenvue’s executive compensation program for executive officers comprises three elements: base salary, annual incentive (cash), and long-term incentives (PSUs, stock options, RSUs). Individual base salary, target bonus %, and actual bonus amounts for Dr. Tillett are not disclosed because she is not a named executive officer (NEO) in Kenvue’s proxy .
- Program design and mix:
- Base salary (fixed pay; market competitive) .
- Annual incentive: 70% company performance factor + 30% individual performance factor; metrics include organic net sales, adjusted gross profit margin, adjusted net income, and free cash flow .
- Long-term incentives: 50% PSUs, 30% stock options, 20% RSUs (2024 awards design) .
Performance Compensation
Kenvue’s 2024 incentive framework emphasizes profitable growth and cash generation; plan-level outcomes provide context for executive officers’ annual bonus (company factor) and long-term PSU design:
- Annual incentive company factor (2024):
- Company factor metrics and plan-level performance: organic net sales (below threshold), adjusted gross margin (above target), adjusted net income (below target), free cash flow (below threshold); company factor outcome was 53.5% .
- Long-term incentives (2024 grant design):
- PSUs measured on organic net sales CAGR and adjusted diluted EPS CAGR over a three-year period ending Dec 31, 2026; payout range 0–200% with relative TSR modifier: <25th percentile = 0.75x, 25th–75th percentile = 1.0x, >75th percentile = 1.25x (cap at 200%) .
- Vesting: RSUs and options vest in equal tranches on the first, second, and third anniversaries of grant; PSUs vest after the three-year performance period, subject to service and performance .
Equity Ownership & Alignment
- Stock ownership guidelines for executive officers: minimum ownership of 3x base salary; executives must retain 75% of after-tax shares from vesting until guideline is met; PSUs and options do not count toward compliance .
- Hedging, pledging, and short-selling of Kenvue securities are prohibited for executives and directors (alignment safeguard) .
- Initial beneficial ownership: Dr. Tillett’s Form 3 filed at IPO indicated “No securities are beneficially owned” as of May 8, 2023 .
- Subsequent beneficial ownership amounts for Dr. Tillett are not disclosed in the 2025 proxy’s security ownership table (the table lists directors and NEOs) .
Employment Terms
- Employment agreements: Kenvue states that, other than a Switzerland employment agreement for one executive (not applicable to Dr. Tillett), its executive officers do not have individual employment agreements; executives are covered by company severance programs and award terms .
- Severance plan (U.S. executive officers):
- Without cause or for good reason: 1.5x base salary + target annual incentive in equal installments over 18 months; 52 weeks of healthcare at active employee rates; outplacement eligibility; “best-net cutback” for 280G excise tax .
- Change of control (double trigger within 24 months): 2.0x base salary + target annual incentive paid lump sum; 52 weeks healthcare continuation; equity accelerations per plan .
- Equity treatment on termination:
- Involuntary not for cause/good reason: pro-rata vesting (next vesting date) for RSUs/options and pro-rata payout (based on actual performance) for PSUs; death/disability: full acceleration (target for PSUs) .
- Change of control (double trigger): full acceleration of RSUs/options; PSUs accelerate at greater of target or actual performance .
- Clawbacks: Kenvue maintains two recoupment policies—one complying with NYSE (financial restatements) and a broader misconduct-based policy covering ~1,400 employees; CHCC administers both .
- Non-compete/non-solicit: Equity award agreements include forfeiture/recoupment if non-compete/non-solicit obligations are violated (alignment and retention safeguard) .
Performance & Track Record
Company-level performance during her CSO tenure provides context on execution environment:
- Strategy and cost actions: Board oversaw transition from >2,000 TSAs and launched “Our Vue Forward,” a two-year cost savings plan to deliver $350M annualized savings by 2026; brand investments rose 20% in 2024 .
- 2024 results: net sales +0.1% to $15.455B; organic sales +1.5%; gross profit margin 58.0% (adjusted 60.4%); operating income margin 11.9% (adjusted 21.5%); net income $1.030B; adjusted net income $2.199B; free cash flow $1.3B .
- TSR: cumulative company TSR since May 4, 2023 was $84.82 vs $100 initial investment by year-end 2024; peer S&P 500 Consumer Staples sector was $113.13 .
Company Performance (FY 2023 → FY 2024)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Organic Net Sales ($USD Millions) | 15,221 | 15,460 |
| Net Income ($USD Millions) | 1,664 | 1,030 |
| Adjusted Gross Profit Margin (%) | — | 60.4% |
| Free Cash Flow ($USD Billions) | — | 1.3 |
| Value of $100 Investment (Company TSR) ($) | 81.56 | 84.82 |
| Value of $100 Investment (Peer Sector TSR) ($) | 97.45 | 113.13 |
Compensation Committee Analysis
- Committee composition: Betsy D. Holden (Chair), Richard E. Allison Jr., Larry J. Merlo; additions during 2024–2025 include Kirk L. Perry (Dec 2024) and Jeffrey C. Smith (Mar 2025) .
- Independent consultant: Semler Brossy reappointed in 2024; determined independent under NYSE/SEC rules; advises on peer groups, incentive design, ownership guidelines, clawbacks, and director pay .
- Compensation peer group (17 companies; consumer branded scale peers): 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 adds 13 companies (e.g., Beiersdorf, Haleon, L’Oréal, P&G, PepsiCo, Reckitt, Unilever) to the 17-company compensation peer group for relative TSR and incentive benchmarking .
- 2024 say-on-pay support: approximately 97% approval, indicating shareholder endorsement of the executive pay framework .
Equity Ownership & Alignment Table
| Item | Detail |
|---|---|
| Ownership guidelines | 3x base salary for executive officers; retain 75% of after-tax shares until compliant . |
| Hedging/pledging | Prohibited (no hedging, pledging, short-selling) . |
| Initial beneficial ownership | Form 3 (05/08/2023) filed at IPO: “No securities are beneficially owned” . |
| Current holdings disclosure | Not listed individually in 2025 proxy’s ownership table (table covers directors and NEOs) . |
Compensation Structure Diagnostics
- Increased emphasis on performance pay: annual bonus company factor tied to organic net sales, adjusted margins, adjusted net income, and free cash flow; long-term PSUs measured on multi-year CAGR with relative TSR modifier (alignment with shareholder outcomes) .
- Vesting structures: multi-year vesting for RSUs/options and 3-year PSU measurement period, supporting retention and long-term execution .
- Safeguards: robust clawbacks (restatement and misconduct), ownership requirements, anti-hedging/pledging, and structured severance/change-of-control provisions (double trigger only), limiting windfalls and protecting pay-for-performance integrity .
Risk Indicators & Red Flags
- Anti-hedging/pledging policy reduces misalignment risk; no option repricing, no excise tax gross-ups disclosed in program features (negative features avoided) .
- 2024 shortfalls in organic net sales and free cash flow led to a below-target company factor (53.5%), evidencing outcome sensitivity in bonuses; adjusted gross margin outperformance partially offset weaker top-line/cash metrics .
Performance Compensation Details (Plan-Level)
| Component | Metric | Weighting | Targeting/Outcome | Vesting |
|---|---|---|---|---|
| Annual Incentive | Company factor: organic net sales, adjusted gross profit margin, adjusted net income, free cash flow | 70% of bonus | 2024 company factor: 53.5% (organic net sales and FCF below threshold; adjusted GM above target; adjusted NI below target) | Cash (annual) . |
| Annual Incentive | Individual performance goals | 30% of bonus | Operational/people/regional goals by role (not individually disclosed) | Cash (annual) . |
| Long-Term Incentive | PSUs (organic net sales CAGR; adjusted diluted EPS CAGR; relative TSR modifier) | 50% of LTI | 0–200% payout; TSR modifier 0.75x/1.0x/1.25x; cap at 200% | Vest after 3-year period ending 12/31/2026 . |
| Long-Term Incentive | Stock Options | 30% of LTI | Equity leverage over multi-year horizon | Vest 1/3 per year over 3 years . |
| Long-Term Incentive | RSUs | 20% of LTI | Time-based retention equity | Vest 1/3 per year over 3 years . |
Investment Implications
- Alignment: Strong governance guardrails (clawbacks, ownership guidelines, anti-hedging/pledging) and double-trigger equity acceleration support pay-for-performance and mitigate misaligned incentives for Dr. Tillett and Kenvue’s executives .
- Retention pressure: Standard three-year LTI vesting (RSUs/options/PSUs) and pro-rata treatment on certain terminations balance retention with fairness; absence of individual employment contract suggests reliance on company programs rather than bespoke terms .
- Trading signals: Initial Form 3 showed no holdings at IPO; subsequent individual holdings not disclosed in the proxy’s ownership table—investors should monitor future Form 4 filings for any 10b5‑1 plans, RSU deliveries, and sales around vest dates to assess potential selling pressure .
- Execution context: 2024 margin outperformance and ongoing cost initiatives position the company for improved cash generation, but soft organic net sales and below-threshold FCF in 2024 highlight execution risk on top-line recovery—bonus outcomes reflected these realities via sub-target company factor .