Kirk Perry
About Kirk Perry
Kirk L. Perry is 58 and an Independent Director of Kenvue since December 1, 2024; he serves on the Compensation & Human Capital Committee and the Nominating, Governance & Sustainability Committee . He is the former President & CEO of Circana (led IRI–NPD merger), a long-time Google executive (President, Global Client & Agency Solutions), and a 23-year Procter & Gamble operator culminating as President, Global Family Care; he holds a B.B.A. from the University of Cincinnati . Company performance context: FY2024 net sales $15.5B (+0.1% YoY), net income $1.0B, diluted EPS $0.54, gross margin 58.0%, free cash flow $1.3B; adjusted gross margin 60.4%, adjusted operating margin 21.5%, adjusted diluted EPS $1.14 . Since listing, an initial $100 investment in Kenvue was worth $84.82 at FY2024 vs $81.56 at FY2023; the peer group benchmark was $113.13 at FY2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Circana, Inc. | President & CEO | 2023–2024 | Led successful merger of IRI and NPD; scaled predictive analytics across consumer, retail and media sectors . |
| IRI | President & CEO | 2021–2023 | Drove data/technology expansion prior to Circana combination . |
| Google Inc. | President, Global Client & Agency Solutions | 2013–2021 | Led global advertiser/agency relationships; drove revenue growth with largest global advertisers . |
| Procter & Gamble | President, Global Family Care; VP roles across Baby Care/NA Ops; GM/Marketing in NE Asia | 1990–2013 | Grew multibillion-dollar global paper business; senior general management and marketing leadership over 23 years . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The J.M. Smucker Company | Director | 2017–Present | Public company board . |
| e.l.f. Beauty, Inc. | Director | 2016–2022 | Public company board (former) . |
| Chick-Fil-A, Inc. | Director | N/A | Private company board . |
| Hillerich & Bradsby Co. (Louisville Slugger) | Director | N/A | Private company (former) . |
Fixed Compensation
2024 director compensation (prorated for joining Dec 1, 2024):
| Component | Amount ($) | Details |
|---|---|---|
| Cash Fees | 7,967 | Annual retainer $100k (prorated); directors may elect DSUs in lieu of cash; Perry elected DSUs . |
| Stock Award (DSUs) | 85,298 | 3,516 DSUs granted (prorated); DSUs vest immediately and are payable in shares after departure from the Board; dividend equivalents accrue in DSUs . |
| Total | 93,265 | Prorated annual award reflecting start date . |
Program parameters for non-employee directors: $100,000 annual cash retainer; annual DSUs with grant value $180,000; committee chair fees $30,000 (Audit), $25,000 (Compensation & HCM), $25,000 (Nominating, Governance & Sustainability); Board Chair receives additional $200,000 (50% cash/50% DSUs) .
Performance Compensation
Directors do not receive performance-based pay, but Perry sits on the Compensation & Human Capital Committee (CHCC) that sets and oversees executive incentive metrics . Kenvue’s 2024 annual incentive plan for executive officers:
| Metric | Weighting (% of Financial) | Threshold | Target | Maximum | 2024 Payout % | Weighted Payout % |
|---|---|---|---|---|---|---|
| Organic net sales (non-GAAP) | N/A | N/A | N/A | N/A | 0% | 0% . |
| Adjusted gross profit margin (non-GAAP) | N/A | N/A | N/A | N/A | 188.2% | 37.6% . |
| Adjusted net income (non-GAAP) | N/A | N/A | N/A | N/A | 79.4% | 15.9% . |
| Free cash flow (non-GAAP) | N/A | N/A | N/A | N/A | 0% | 0% . |
| Kenvue Performance Factor (70% weight) | — | — | — | — | — | 53.5% . |
Long-term incentives for executives: 50% PSUs (Organic net sales CAGR and Adjusted diluted EPS CAGR), 30% options, 20% RSUs; PSU payouts modified by relative TSR: 0.75 (<25th percentile), 1.00 (25th–75th), 1.25 (>75th); max 200% . CHCC guiding principles include robust clawbacks, ownership guidelines, no hedging/pledging/short-selling, no option repricing, and use of independent consultant (Semler Brossy) with established compensation and performance peer groups .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Current shares beneficially owned (incl. DSUs) as of Mar 24, 2025 | 3,879 | Beneficial ownership table; “Current Shares” include DSUs for directors . |
| DSUs in Deferred Fee Account as of Dec 29, 2024 | 3,846 | DSUs retained until departure; dividend equivalents accrue as additional DSUs . |
| Stock ownership guideline | ≥5x annual cash retainer ($500,000) | Directors must hold shares/DSUs to at least this value; all directors were in compliance as of Dec 29, 2024 . |
| Hedging/pledging/short-selling | Prohibited | Insider Trading Policy prohibits directors from hedging, pledging or short-selling Kenvue stock . |
DSUs immediately vest but are generally payable only after Board departure, which defers liquidity and reduces near-term selling pressure .
Employment Terms
| Term | Detail |
|---|---|
| Appointment date | Appointed to Kenvue Board effective Dec 1, 2024 . |
| Committee roles | Compensation & Human Capital Committee (joined Dec 2024); Nominating, Governance & Sustainability Committee (joined Mar 2025) . |
| Independence | Board determined all directors except the CEO are independent under NYSE and Kenvue standards; committees are fully independent; independent executive sessions occur at every regular meeting . |
| Board leadership | Independent Chair (Larry Merlo); roles of CEO and Chair are separated; annual review of leadership structure . |
| Related party transactions | None requiring disclosure for Perry since start of last fiscal year; no proposed transactions . |
| Insider trading policy | Directors subject to a formal Insider Trading Policy (filed as Exhibit 19 to 2024 Form 10-K) . |
| Director onboarding/education | Formal orientation and continuing education programs; reimbursement for director education . |
| Ownership retention | DSUs retained until departure; other shares retained until guideline met . |
Board Governance
| Topic | Kenvue Disclosure |
|---|---|
| Board refresh | Five new independent directors since 2024; cooperation agreement added three directors in Mar 2025; Perry appointed Dec 2024 . |
| Meeting attendance | Board held 14 meetings in 2024; each director attended at least 75% of Board/committee meetings; all directors attended 2024 Annual Meeting . |
| Committees | Audit; Compensation & Human Capital; Nominating, Governance & Sustainability; charters available online . |
| Executive sessions | Independent directors meet in executive session each regular Board/Committee meeting . |
Director Compensation
| Component | 2024 Program Terms |
|---|---|
| Annual cash retainer | $100,000 for non-employee directors . |
| Annual DSU grant | $180,000 value (rounded down to whole DSUs); prorated for mid-year appointees (Perry: 3,516 DSUs worth $85,298) . |
| Chair retainers | Audit Chair $30,000; Compensation & HCM Chair $25,000; Nominating, Governance & Sustainability Chair $25,000; Board Chair $200,000 (50% cash/50% DSUs) . |
| Deferred Fee Plan | DSUs vest on grant; payable post-departure in lump sum or installments; dividend equivalents credited as DSUs . |
| 2024 totals for Perry | Cash $7,967; Stock $85,298; Total $93,265; elected DSUs in lieu of cash . |
Compensation Committee Analysis
- Composition: Chair Betsy D. Holden; members Richard E. Allison Jr., Larry J. Merlo, Kirk L. Perry, Jeffrey C. Smith; all independent under heightened NYSE standards .
- Independent consultant: Semler Brossy; CHCC affirmed independence; advises on peer groups, pay levels, incentives, governance policies .
- Peer groups: Compensation Peer Group (17 U.S. branded consumer product companies); Performance Peer Group (30 companies incl. 13 global consumer names) used for relative TSR and incentive benchmarking .
- Shareholder support: 2024 Say-on-Pay received ~97% approval; year-round shareholder outreach covered ~43% of shares outstanding .
Performance & Track Record
| Metric/Theme | Detail |
|---|---|
| Company TSR (cumulative since listing) | $100 initial investment → $81.56 (FY2023), $84.82 (FY2024); peer group TSR $97.45 (FY2023), $113.13 (FY2024) . |
| FY2024 operations | Net sales $15.5B; gross margin 58.0%; net income $1.0B; diluted EPS $0.54; OCF $1.7B; FCF $1.3B; adjusted metrics showed stronger margins and EPS . |
| Efficiency initiatives | “Our Vue Forward” cost-savings plan on track for $350M annualized savings by 2026; brand investment +20% YoY in 2024 . |
Risk Indicators & Red Flags
- Hedging/pledging/short-selling of Kenvue stock by directors prohibited; reduces alignment risk from collateralization .
- Related-party transactions: none reported for Perry under Item 404(a) since prior fiscal year; reduces conflict risk .
- Governance strengths: independent Chair; fully independent key committees; executive sessions; strong ownership guidelines; robust clawbacks and equity grant governance .
Equity Ownership & Alignment Table
| Datum | 2023 | 2024 |
|---|---|---|
| Kenvue Net Sales ($B) | 15.221 | 15.460 |
| Kenvue Net Income ($B) | 1.664 | 1.030 |
| Value of $100 KVUE investment (TSR) | $81.56 | $84.82 |
| Peer Group TSR (Value of $100) | $97.45 | $113.13 |
| Kirk Perry DSUs (units) | — | 3,846 |
| Kirk Perry beneficially owned shares | — | 3,879 (incl. DSUs) |
Dual-Role Implications and Independence
- Kenvue separates CEO and Chair roles; Larry Merlo is Independent Board Chair; annual evaluation of leadership structure mitigates CEO-Chair dual-role risk .
- Perry is an independent director; CHCC and NG&S Committees are independent-only membership; executive sessions at each meeting reinforce independent oversight .
Investment Implications
- Alignment: Perry’s election to take DSUs (including in lieu of cash) and mandatory DSU deferral until departure signal longer-horizon alignment and limited near-term sell pressure .
- Governance influence: As a member of CHCC and NG&S, Perry helps set incentive metrics tied to organic sales, margin, net income and FCF and long-term PSU design linked to EPS CAGR and relative TSR, which can drive capital allocation discipline and margin focus .
- Network and execution: His deep operator/marketing/data background across P&G/Google/Circana is additive for brand growth and digital/commercial analytics, relevant to Kenvue’s marketing-first and AI-enabled strategies; combined with independent Chair and refreshed Board, oversight quality appears strong .
- Risks: Kenvue’s FY2024 topline softness (organic sales 1.5% growth; headline net sales +0.1%) and FCF shortfall in AIP metrics underscore near-term category cyclicality; however, margin outperformance (adjusted gross margin) and cost initiatives support resilience, and Perry’s committee roles tie incentives to improving these metrics .