Kathleen Pawlus
About Kathleen M. Pawlus
Kathleen M. Pawlus, age 65, is an independent director of Kenvue (KVUE) since August 2024. A retired Partner who served as Global Assurance CFO and COO at Ernst & Young LLP (EY), she brings 40+ years of audit, finance, M&A, IT and operational leadership experience; she also has long-tenured public board experience at AMC Entertainment Holdings, Inc. . She was appointed July 30, 2024, effective August 15, 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (Global Assurance) | Chief Financial Officer and Chief Operating Officer | 2012–2014 | Oversaw EY’s Assurance (Audit) and related practices; drove cost discipline and organizational effectiveness |
| Ernst & Young LLP | U.S. and Americas Vice Chair and Chief Financial Officer; Member of U.S. Executive Board | 2006–2012 | Led finance, IT operations, treasury, purchasing, facilities and administrative support; executive board governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMC Entertainment Holdings, Inc. | Director | 2014–Present | Audit Committee Chair (2015–2024); currently member of Audit and Compensation Committees |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; KVUE board determined all directors other than the CEO are independent under NYSE and KVUE’s heightened standards |
| Board service start | Appointed July 30, 2024; effective August 15, 2024 |
| Committee assignments | Audit Committee member; joined August 2024 |
| Board meeting attendance | Board held 14 meetings in 2024; each director attended at least 75% of Board and applicable Committee meetings; Audit Committee held 9 meetings in 2024 |
| Executive sessions | Independent directors hold executive sessions at every regularly scheduled Board and Committee meeting |
| Governance practices | Independent Board Chair; independent committee chairs; stock ownership guidelines; anti-hedging/pledging policy |
Fixed Compensation
| Component | 2024 Standard Program | Pawlus 2024 Actual | Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 | $37,637 | Prorated from August 15, 2024 |
| Annual DSU grant (grant-date fair value) | $180,000 | $138,566 | 6,424 DSUs prorated; DSUs generally granted on annual meeting date |
| Committee chair fee | $30,000 (Audit); $25,000 (Comp & NGS) | $0 | Not a chair |
| Board Chair additional retainer | $200,000 (50% cash, 50% DSUs) | N/A | Applies only to independent Chair |
| Total 2024 compensation | — | $176,203 | Sum of cash and stock awards |
Program features: Cash paid quarterly; non-employee directors may elect to convert cash retainers into additional DSUs; DSUs vest immediately upon grant and are payable in shares after Board departure; dividend equivalents credited as additional DSUs .
Performance Compensation
| Performance Metrics in Director Compensation | Disclosed? |
|---|---|
| Company performance measures tied to director pay | No; director pay is cash retainers + DSUs (time-based), not performance-based |
| Options or PSU awards to directors | Not disclosed for directors; DSUs are standard director equity |
| Vesting terms | DSUs vest immediately upon grant; payable post-departure |
Other Directorships & Interlocks
| Company | Sector | Role | Committees | Potential interlock/conflict |
|---|---|---|---|---|
| AMC Entertainment Holdings, Inc. | Entertainment | Director | Audit; Compensation | No Kenvue-related related-party transactions disclosed for Pawlus; 2024 related-party disclosures referenced other directors (Profitero; Circana) on arm’s-length terms |
Expertise & Qualifications
- Deep audit and finance expertise (EY Global Assurance CFO/COO; Americas CFO) with oversight of audit, fraud/forensics, sustainability assurance, and financial advisory services .
- Governance experience (EY U.S. Executive Board member; AMC Audit Chair) .
- Strategy, M&A, quality and IT operations leadership supporting effective cost discipline and organizational structures .
- Risk management acumen aligned with Audit Committee responsibilities .
Equity Ownership
| Ownership item | Amount/Status |
|---|---|
| DSUs held (as of 12/29/2024) | 6,479 DSUs |
| 2024 annual award | 6,424 DSUs (prorated) with grant-date fair value of $138,566 |
| Director ownership guideline | Minimum 5x annual cash retainer ($500,000) market value; DSUs count toward guideline; all directors in compliance as of 12/29/2024 |
| Hedging/pledging policy | Directors prohibited from hedging, pledging, short-selling, or derivative transactions linked to KVUE stock |
Governance Assessment
- Board effectiveness and independence: Pawlus adds seasoned audit/finance leadership to an all-independent committee structure; KVUE holds independent executive sessions each regular meeting, strengthening oversight .
- Committee fit: Audit Committee membership aligns with her EY background; the Audit Committee met nine times in 2024; she joined in August 2024, contributing post-appointment .
- Alignment and incentives: Director pay emphasizes ownership via DSUs; DSUs vest immediately but are deferred until departure, reinforcing long-term alignment; directors can convert cash to DSUs; ownership guideline at 5x cash retainer with company-wide compliance .
- Conflicts and related-party exposure: No related-party transactions disclosed for Pawlus; KVUE’s Insider Trading Policy prohibits hedging/pledging, lowering alignment risk; restricted overboarding policy supports engagement quality .
- Attendance/engagement signal: KVUE states each director attended at least 75% of applicable 2024 meetings; Pawlus’ mid-year appointment suggests limited period for attendance assessment; monitor ongoing engagement and committee contributions in 2025 .
- Board refresh dynamics: Significant board refresh in 2024–2025 including Starboard-cooperation nominees; Pawlus’ independent appointment predated March 2025 cooperation agreement, offering continuity in audit oversight amidst change .
RED FLAGS: None disclosed specific to Pawlus (no related-party transactions, no hedging/pledging, no attendance concerns reported). Watch items include continued audit oversight continuity and monitoring of any emerging interlocks or committee changes as board composition evolves .