Erica Mann
About Erica Mann
Erica L. Mann, age 66, is an independent director of Kenvue, appointed March 5, 2025, and serves on the Nominating, Governance & Sustainability (NGS) Committee . She is a seasoned consumer health executive and director with more than three decades across Bayer, Pfizer and Wyeth, and has operated in global markets across four continents . At Bayer, she was Global President, Consumer Health and the first woman to sit on Bayer’s management board, overseeing three major acquisitions; earlier roles include senior leadership at Pfizer Nutrition and Wyeth, plus prior positions at Eli Lilly, Johnson & Johnson, Lederle, and regional Wyeth entities in Africa and ANZ . Kenvue’s Board has determined Mann is independent under NYSE standards and its “Standards of Independence,” notwithstanding her appointment via the March 2025 cooperation agreement with Starboard .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bayer AG | Global President, Consumer Health Division; member of Bayer management board | 2011–2018 | Drove global OTC product launches; oversaw three major acquisitions; first woman on Bayer’s management board |
| Pfizer, Inc. | President & GM, Pfizer Nutrition | 2009–2011 | Led introduction of therapies, vaccines and infant nutritionals into many markets |
| Wyeth Pharmaceuticals, Inc. | SVP, Global Nutrition; Managing Director, Australia & New Zealand | 2003–2009 | Global nutrition leadership and regional P&L oversight |
| Wyeth SA & Sub‑Equatorial Africa | CEO; Managing Director/General Manager | 1994–2002 | Regional leadership across Sub‑Equatorial Africa |
| Lederle Laboratories | Various roles | 1987–1994 | Not disclosed |
| Johnson & Johnson | Various roles | 1985–1987 | Not disclosed |
| Eli Lilly & Company Ltd | Various roles | 1982–1985 | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ALS Limited | Director | 2024–Present | Not disclosed |
| DSM‑Firmenich AG | Director | 2019–Present | Not disclosed |
| Kellanova | Director | 2019–Present | Not disclosed |
| Perrigo Company plc | Director | 2019–2024 | Not disclosed |
| Blackmores Limited | Director | 2021–2023 | Not disclosed |
Board Governance
- Committee assignments: Member, Nominating, Governance & Sustainability (NGS) Committee (joined March 2025). NGS responsibilities include board governance oversight, director nominations, oversight of product quality/safety, supply chain, environmental/privacy/cyber risks, sustainability strategy, board/committee evaluations, conflicts of interest evaluation, and code of conduct compliance .
- Independence: The Board assessed independence and determined Mann is independent under NYSE rules and Kenvue’s standards, despite the March 5, 2025 cooperation agreement with Starboard .
- Attendance: Board reported that in 2024 each director attended at least 75% of Board/Committee meetings; Mann was appointed in 2025 (no 2024 attendance disclosure specific to her). All director nominees must attend the Annual Meeting absent extenuating circumstances .
- Board structure: Independent Chair (Larry Merlo) and independent committee chairs; independent executive sessions occur at each regularly scheduled Board and Committee meeting .
- Shareholder engagement: In 2024 Kenvue engaged holders representing ~50% of common stock outstanding and held discussions covering ~43%; themes included board independence/composition, strategy/risk, succession, executive compensation, ESG, litigation, and product quality/safety .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $100,000 | Paid quarterly; directors may elect to convert cash to DSUs |
| Annual DSU grant | $180,000 | Granted at annual meeting; immediately vests; payable in shares upon departure; prorated for mid‑year appointment |
| Committee chair retainers | Audit: $30,000; Compensation & Human Capital: $25,000; NGS: $25,000 | Additional annual cash retainers |
| Board Chair retainer | $200,000 | Paid 50% cash/50% additional DSUs |
| Deferred Fee Plan mechanics | DSUs vest immediately; dividend equivalents credited as additional DSUs; payout lump sum or installments post‑departure | Applies to directors; DSUs retained until departure |
2024 Director Compensation Table evidences the program; Mann joined in 2025 and therefore is not listed in the 2024 table .
Performance Compensation
| Metric | Director Compensation Design |
|---|---|
| Performance‑based metrics | None disclosed for non‑employee directors; director equity awarded as DSUs, not PSUs/options tied to operating metrics |
Other Directorships & Interlocks
| External Company | Sector | Relationship to Kenvue | Notes |
|---|---|---|---|
| DSM‑Firmenich AG | Ingredients/fragrances | Potential supplier ecosystem | No related‑party transactions disclosed involving Mann |
| ALS Limited | Testing/inspection | Potential service provider ecosystem | No related‑party transactions disclosed involving Mann |
| Kellanova | Packaged foods | Customer/supplier overlap unlikely | No related‑party transactions disclosed involving Mann |
| Perrigo Company plc (prior) | Consumer health | Adjacent competitor | No related‑party transactions disclosed involving Mann |
| Blackmores Limited (prior) | Consumer health | Adjacent competitor | No related‑party transactions disclosed involving Mann |
Kenvue disclosed certain related‑person transactions for other directors (e.g., services purchased from Profitero and Circana) and its separation agreements with J&J, but none specific to Mann .
Expertise & Qualifications
- Executive leadership, consumer/retail industry, corporate governance, digital technology, global/international, human capital & sustainability, risk management & cybersecurity are identified core skills for Mann in Kenvue’s skills matrix .
- Track record includes launching OTC products globally at Bayer and overseeing three acquisitions; prior leadership at Pfizer/Wyeth with global market entries for nutrition/therapies .
Equity Ownership
| Measure | Value |
|---|---|
| Current shares beneficially owned | 1,690 (includes DSUs credited) |
| Rights to acquire within 60 days | None disclosed |
| Total beneficial ownership | 1,690; less than 1% of shares outstanding |
| Director stock ownership guideline | 5x annual cash retainer ($500,000 value) |
| DSU retention | DSUs must be retained until departure from Board |
| Anti‑hedging/pledging policy | Directors prohibited from hedging, pledging, short‑selling, or transacting in derivatives on Kenvue stock |
Governance Assessment
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Strengths:
- Deep consumer health operating experience and global leadership credentials (Bayer/Pfizer/Wyeth) strengthen strategy and product quality oversight on NGS .
- Confirmed independence and placement on fully independent committees supports robust oversight .
- Director compensation design emphasizes equity ownership via DSUs and strict anti‑hedging/pledging policy, aligning interests and mitigating misalignment risk .
- Board governance practices (independent Chair; independent executive sessions; annual evaluations) and active shareholder engagement bolster investor confidence .
-
Watch items (not currently red flags):
- Appointment via the March 2025 cooperation agreement with Starboard (along with Hofstetter and Smith) reflects shareholder‑driven refresh; monitor Board dynamics and alignment as the refreshed Board executes Kenvue’s strategy .
- External board roles at DSM‑Firmenich/ALS sit in ecosystems potentially adjacent to Kenvue suppliers; no related‑party transactions are disclosed for Mann, but continued monitoring for any transactions is prudent .
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RED FLAGS:
- None disclosed for Mann regarding related‑party transactions, hedging/pledging, or attendance shortfalls .
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Shareholder signals:
- 2024 say‑on‑pay support for NEO compensation was approximately 97% of votes cast, indicating broad shareholder alignment with pay practices (contextual, not director‑specific) .