Larry Merlo
About Larry J. Merlo
Independent Board Chair at Kenvue since May 2023; age 69. Former President and CEO of CVS Health (2011–2021) with 40+ years of consumer health and retail experience; currently serves on Kenvue’s Compensation & Human Capital and Nominating, Governance & Sustainability Committees . Independence affirmed under NYSE standards; all directors other than the CEO are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVS Health | Chief Executive Officer | 2011–2021 | Led strategic transformation and Aetna acquisition |
| CVS Health | Chief Operating Officer | 2010–2011 | Operational leadership at scale |
| CVS Pharmacy | President | 2007–2010 | Retail growth execution |
| CVS Caremark | EVP | 2007–2010 | Integrated pharmacy services |
| CVS | EVP–Stores; SVP | 1995–2007 | Multi-year store operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CVS Health | Director | 2010–2021 | Public company board experience |
| America’s Health Insurance Plans (AHIP) | Board member | Not disclosed | Industry policy insights |
| National Association of Chain Drug Stores (NACDS) | Board member | Not disclosed | Retail pharmacy perspective |
| Partnership for Rhode Island | Board member | Not disclosed | Regional stakeholder engagement |
| Business Roundtable | Member | Not disclosed | CEO-level governance exposure |
| University of Pittsburgh | Board of Trustees | Current; Chair of Budget Committee; member Compensation & Investment Committees | Financial oversight and governance |
| Charlesbank Capital Partners | Advisor | Current | Private equity advisory |
Board Governance
- Board leadership: Independent Chair structure with defined duties including presiding over meetings, executive sessions, agenda-setting, CEO performance evaluation, and succession planning .
- Committee memberships: Member, Compensation & Human Capital Committee and Nominating, Governance & Sustainability Committee; both committees fully independent under heightened NYSE standards .
- Independence: All directors independent except the CEO; independence reassessed annually .
- Attendance: Board held 14 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Shareholder engagement signal: 2025 director elections approved; Merlo received 1,443,007,697 “For,” 283,085,631 “Against,” 1,001,177 “Abstain” votes .
- Board refreshment: Five new independent directors in past year; additions via succession planning and a cooperation agreement with Starboard (3 directors added March 2025), enhancing independent oversight .
Fixed Compensation
| Component | Policy Detail | 2024 Amount (Merlo) |
|---|---|---|
| Annual cash retainer | $100,000 for directors; additional $200,000 for non-executive Chair (50% cash, 50% DSUs) | $200,000 cash |
| Equity (DSUs) | Annual grant with $180,000 value; DSUs vest immediately; dividend equivalents credited; payable after Board departure | $279,994 stock awards (grant-date fair value) |
| Committee chair fees | Audit $30,000; Compensation $25,000; Nominating $25,000 (not applicable to Merlo in 2024) | — |
| Total 2024 director comp | Cash + stock awards | $479,994 |
| 2024 DSU grant counts | 9,259 DSUs to each director; Merlo received additional 5,144 DSUs for Chair service (total 14,403 DSUs) | 14,403 DSUs |
Performance Compensation
Directors do not have performance-based pay; annual DSUs vest immediately and are not tied to metrics . For context on the CHCC’s oversight of performance pay for executives, the company’s 2024 incentive metrics and PSU design are below.
| Executive Incentive Measure | Weighting | Purpose/Alignment |
|---|---|---|
| Organic net sales | Part of 70% company performance factor | Drives top-line growth |
| Adjusted gross profit margin | Part of 70% company performance factor | Incentivizes margin-accretive growth |
| Adjusted net income | Part of 70% company performance factor | Supports free cash flow generation |
| Free cash flow | Part of 70% company performance factor | Enables capital allocation |
| PSU metrics (3-year) | Organic net sales CAGR; Adjusted diluted EPS CAGR; Relative TSR modifier (0.75/1.00/1.25) | Long-term value creation; max 200% payout |
Other Directorships & Interlocks
| Company/Entity | Relationship to KVUE | Transaction/Interlock | Notes |
|---|---|---|---|
| Profitero (Publicis) | Independent director Sarah Hofstetter is President | ~$1.2M paid in 2024 for services; arm’s-length; Hofstetter not involved in vendor selection | No Merlo-related transaction disclosed |
| Circana | Former CEO Kirk Perry | ~$7.6M paid in 2024 for data/analytics; arm’s-length; Perry not involved in vendor selection | No Merlo-related transaction disclosed |
Expertise & Qualifications
- Executive leadership, brand marketing & sales, consumer/retail, corporate governance, finance, government/regulatory/public policy, and human capital management & sustainability .
- Proven strategic transformation leadership at CVS Health (Aetna acquisition; diversified health services) .
Equity Ownership
| Measure | Value | As-of Date |
|---|---|---|
| Beneficial ownership (shares) | 27,460 | March 24, 2025 |
| Deferred Share Units (DSUs) held | 27,220 | December 29, 2024 |
| Ownership guideline | 5x annual cash retainer ($500,000) | Policy detail |
| Guideline compliance | All directors in compliance as of Dec 29, 2024 | Compliance status |
| Hedging/pledging | Prohibited for directors | Policy detail |
Insider Trades
| Date Filed | Period of Report | Filing | Summary |
|---|---|---|---|
| 2025-05-27 | 2025-05-22 | Form 4 | Statement of changes in beneficial ownership (director equity reporting) |
Governance Assessment
- Independence and leadership: Merlo’s role as Independent Board Chair, combined with fully independent key committees, supports robust oversight, executive session discipline, and clear accountability pathways .
- Engagement and signals: Strong shareholder support for director elections and say-on-pay (see vote tallies), alongside the Board’s refresh and Starboard cooperation, indicates responsiveness to investor feedback and willingness to add relevant expertise .
- Alignment and risk controls: Director equity paid in DSUs with ownership guidelines (5x retainer), mandatory holding until departure, and prohibitions on hedging/pledging reduce misalignment and reputational risk; all directors in compliance as of year-end 2024 .
- Conflicts: No related-person transactions disclosed for Merlo; vendor relationships involving other directors were arm’s-length and controlled (Hofstetter/Profitero, Perry/Circana), mitigating interlock concerns .