Jeffrey Smith
About Jeffrey C. Smith
Jeffrey C. Smith, age 52, is an independent director of Kenvue and joined the Board on March 5, 2025 as part of a Cooperation Agreement with Starboard Value; he serves on the Compensation & Human Capital Committee. He is Managing Member, CEO and Chief Investment Officer of Starboard Value LP, with deep experience in capital markets, corporate finance, operational management, and corporate governance; the Board determined he is independent notwithstanding the Cooperation Agreement. Attendance policy requires at least 75% participation and directors are expected to attend the Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Starboard Value LP | Managing Member, CEO & CIO | 2011–Present | Activist investor leadership; strategic guidance to boards and management teams |
| Ramius LLC | Chief Investment Officer (Value & Opportunity platform) | 1998–2011 | Led value-oriented investment strategy |
| The Fresh Juice Company, Inc. | VP Strategic Development; Director | 1996–1998 | Strategic development and board experience |
| Société Générale | Financial Analyst, M&A | 1994–1996 | Transaction analysis and corporate finance |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RB Global, Inc. | Director | 2023–2024 | Instrumental in closing and integrating IAA acquisition |
| Papa John’s International, Inc. | Director | 2019–2023 | Helped drive turnaround and strategic transformation |
| Cyxtera Technologies, Inc. | Director | 2019–2023 | Governance and risk oversight during transformation |
Mr. Smith has chaired numerous public company boards (e.g., Darden, Office Depot, Yahoo/Altaba referenced in biography accomplishments) and is recognized for helping companies navigate major transformations.
Board Governance
- Independence: All directors are independent other than the CEO; Mr. Smith was deemed independent under NYSE standards and Kenvue’s heightened Standards of Independence despite the Cooperation Agreement with Starboard.
- Committee assignment: Compensation & Human Capital Committee (joined March 2025); CHCC held 6 meetings in 2024 and is composed entirely of independent directors.
- Board leadership: Independent Board Chair (Larry Merlo) with defined responsibilities; independent committee chairs.
- Executive sessions: Independent directors meet in executive session at every regularly scheduled Board and Committee meeting.
- Attendance: The Board held 14 meetings in 2024; each director met the ≥75% attendance threshold, and directors are required to attend the Annual Meeting (extenuating circumstances excepted).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $100,000 | Paid quarterly; directors may elect DSUs in lieu of cash |
| Annual DSU grant | $180,000 (rounded down to whole DSUs) | Granted at annual meeting; immediate vesting; payable in shares after Board departure |
| Committee chair retainers | Audit $30,000; CHCC $25,000; NGS $25,000 | Additional annual cash |
| Board Chair retainer | $200,000 (50% cash, 50% DSUs) | Additional to standard director pay |
| Proration | Pro‑rated cash and DSUs for mid‑year appointments | Applies to directors joining between annual meetings |
Mr. Smith joined March 5, 2025; his 2025 director compensation will be reported in the next proxy. Program terms above govern his pay structure.
Performance Compensation
| Metric | Applies to Directors? | Details |
|---|---|---|
| Short‑term bonus metrics | No | Non‑employee director pay is retainer + DSUs; no performance metrics disclosed |
| Equity performance metrics | No | DSUs vest immediately; no PSU framework for directors |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed as current; prior boards include RB Global (2023–2024), Papa John’s (2019–2023), Cyxtera (2019–2023) |
| Potential interlocks with KVUE stakeholders | None disclosed (no identified competitor/supplier/customer board overlaps) |
| Overboarding policy | CEOs limited to one outside public board; other directors limited to four public boards without Board approval |
Expertise & Qualifications
- Skills matrix designation: Executive Leadership & Strategy; Brand Marketing & Sales; Corporate Governance; Digital Technology; Finance; Human Capital Management & Sustainability; Risk Management & Cybersecurity.
- Activist and transaction expertise: Led or influenced major corporate transformations and M&A integrations (e.g., RB Global/IAA; Darden; Office Depot; Yahoo/Altaba).
Equity Ownership
| Policy | Requirement | Compliance/Restrictions |
|---|---|---|
| Director stock ownership guideline | ≥5× annual cash retainer ($500,000) in stock/DSUs | As of Dec 29, 2024, all directors were in compliance; DSUs must be held until departure |
| Hedging/pledging/short‑selling | Prohibited for directors | Per Insider Trading Policy; filed with 2024 10‑K Exhibit 19 |
| DSU administration | Deferred Fee Plan | Dividend equivalents credited as additional DSUs; lump sum or installments post‑service |
Individual DSU balances as of Dec 29, 2024 do not include Mr. Smith (appointed in 2025).
Governance Assessment
- Committee leverage: Placement on CHCC positions Mr. Smith to influence executive pay design, clawbacks, ownership guidelines, and succession planning; the CHCC uses an independent consultant (Semler Brossy) and maintains robust clawback policies, which mitigates pay‑for‑performance and governance risk.
- Independence and conflicts: While appointed via a Cooperation Agreement with Starboard, the Board expressly determined Mr. Smith meets NYSE independence and Kenvue’s heightened standards; this mitigates concerns about undue activist influence.
- Alignment: Director pay mix is equity‑heavy (DSUs $180k vs $100k cash), immediate vesting with retention until departure, and stringent ownership requirements (5× retainer) plus anti‑hedging/pledging—supporting long‑term alignment.
- Attendance and process: Strong meeting cadence (14 Board meetings in 2024), independent executive sessions, and annual Board/Committee evaluations underpin effective oversight.
- RED FLAGS: Cooperation Agreement affiliation could raise perceived conflict risk; however, formal independence determination and absence of disclosed related‑party transactions with Mr. Smith in the proxy reduce immediate conflict signals. Continued monitoring of any transactions involving Starboard affiliates is prudent.