Matthew Orlando
About Matthew Orlando
Matthew Orlando is General Counsel of Kenvue and a member of the Kenvue Leadership Team since May 2023. He previously served as General Counsel, Consumer Health at Johnson & Johnson; Corporate Secretary and Worldwide Vice President, Corporate Governance; and General Counsel, Global Consumer Medical Devices. He holds a law degree and a finance degree from Murdoch University (Australia) and is admitted to practice in Australia and the United States . He was 49 as of the 2025 proxy executive roster .
Company performance during his Kenvue tenure (context for incentive alignment):
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Total Shareholder Return – value of $100 | $81.56 | $84.82 |
| Net Income ($mm) | $1,664 | $1,030 |
| Organic Net Sales ($mm) | $15,221 | $15,460 |
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Kenvue | General Counsel; Kenvue Leadership Team | May 2023–Present | Senior legal and governance leadership for the standalone company . |
| Johnson & Johnson (Consumer Health) | General Counsel, Consumer Health; Member of Consumer Health Leadership Team and Law Dept. Executive Committee | 2007–2023 | Led legal support for Consumer Health; senior governance roles including Corporate Secretary & WW VP, Corporate Governance; GC, Global Consumer Medical Devices; Law Dept. Management Committee . |
| UCB (Brussels) | Legal roles | Pre‑2007 | Prior in‑house legal experience in EU market . |
| Australian law firms | Attorney | Pre‑2007 | Early legal career; admitted in Australia . |
External Roles
No external public company directorships or committee roles disclosed in the Kenvue proxies for Matthew Orlando .
Fixed Compensation
Kenvue discloses detailed cash compensation for Named Executive Officers (NEOs); Matthew Orlando is not listed as an NEO in the 2024–2025 proxies, so his individual base salary and target bonus are not separately disclosed. However, executive officers participate in the same annual incentive plan design summarized below .
2024 annual incentive plan design (applies to executive officers):
- Structure: 70% Kenvue corporate financial performance factor + 30% individual performance factor; payout range 0–200% of target .
- Corporate measures (non‑GAAP for plan purposes): Organic net sales, Adjusted gross profit margin, Adjusted net income, Free cash flow .
| AIP Component | Weighting | Notes |
|---|---|---|
| Kenvue Performance Factor (corporate financials) | 70% | Measures and goal setting aligned to guidance, internal plan, and peer performance . |
| Individual Compensation Factor | 30% | Goals by executive accountability (operational/people/regional performance) . |
2024 outcomes reference (context for plan rigor):
- Kenvue Performance Factor totaled 53.5% driven by above‑target Adjusted gross margin but below threshold Organic net sales and Free cash flow, and below‑target Adjusted net income .
Performance Compensation
Long-term incentives (applies to executive officers):
- 2024 LTI mix: 50% PSUs, 30% stock options, 20% RSUs .
- Vesting: Options and RSUs vest in equal tranches on the 1st, 2nd, and 3rd anniversaries; PSUs vest after a 3‑year performance period ending December 31, 2026, subject to continued service and performance .
- PSU performance framework (measured as CAGRs unless noted): Organic net sales; Adjusted diluted EPS; Relative TSR as a modifier .
2024 plan metrics and results (corporate factor context):
| Metric | Weighting within Corporate Factor | 2024 Payout % | Weighted Payout % |
|---|---|---|---|
| Organic net sales (non‑GAAP) | Not disclosed | 0% | 0% |
| Adjusted gross profit margin (non‑GAAP) | Not disclosed | 188.2% | 37.6% |
| Adjusted net income (non‑GAAP) | Not disclosed | 79.4% | 15.9% |
| Free cash flow (non‑GAAP) | Not disclosed | 0% | 0% |
| Kenvue Performance Factor | — | 53.5% | 53.5% |
Vesting and performance measurement summary (executive officers):
| Instrument | Vesting | Performance measures |
|---|---|---|
| RSUs | 1/3 per year over 3 years | Time‑based |
| Stock Options | 1/3 per year over 3 years | Time‑based |
| PSUs | Cliff after 3‑year period ending 12/31/2026 | Organic net sales CAGR; Adjusted diluted EPS CAGR; Relative TSR modifier |
Equity Ownership & Alignment
| Policy/Element | Terms |
|---|---|
| Executive stock ownership guidelines | CEO: 6x base salary; Other executive officers: 3x base salary . |
| Compliance window | Within 5 years of adoption or becoming an executive officer; all executive officers still within the 5‑year window . |
| Clawbacks | Two policies: (1) NYSE‑compliant Incentive Compensation Recovery Policy (restatements; Section 16 officers), and (2) broader recoupment for “Significant Misconduct” covering top ~1,400 employees and all incentive comp over a 3‑year lookback . |
| Hedging/pledging | Prohibited for directors and executives under Kenvue’s Insider Trading Policy . |
| Beneficial ownership | Individual ownership for Matthew Orlando not disclosed; proxy lists directors and NEOs individually and all directors/executive officers as a group . |
Employment Terms
Severance plan (executive officers, including GC):
| Scenario | Cash Severance | Form | Other benefits |
|---|---|---|---|
| Termination by Company without cause / by exec for good reason | 1.5x (base salary + target annual incentive) | Installments over 18 months | 52 weeks health coverage at active rates; outplacement; “best‑net cutback” if 280G applies . |
| Change of control + qualifying termination (double trigger) | 2.0x (base salary + target annual incentive) for non‑CEO | Lump sum | Same as above; best‑net cutback approach (no excise tax gross‑up is provided) . |
Equity treatment on termination (executive officers):
| Nature of Termination | PSUs | Stock Options | RSUs |
|---|---|---|---|
| Retirement | Pro‑rata payout (not accelerated) based on actual performance | Within 1 year of grant: pro‑rata at next vest; >1 year: full continued vesting | Within 1 year of grant: pro‑rata at next vest; >1 year: full continued vesting |
| Involuntary not for cause / Good reason | Pro‑rata payout (not accelerated) based on actual performance | Pro‑rata at next vest | Pro‑rata at next vest |
| For cause | Forfeit | Forfeit | Forfeit |
| Resignation | Forfeit | Forfeit | Forfeit |
| Death/Disability | Accelerated full vesting at target for PSUs | Accelerated full vesting | Accelerated full vesting |
| Change of Control (double trigger) | Accelerated full vesting at greater of target or actual performance | Accelerated full vesting | Accelerated full vesting |
Employment agreements:
- “Limited Employment Agreements”: Only the EMEA executive (Lawson, Switzerland) has a country‑specific agreement; “None of our other executive officers is subject to an employment agreement,” implying no individual employment contract for Orlando .
Restrictive covenants and forfeiture:
- Equity awards include forfeiture/recoupment for violations of non‑competition and non‑solicitation obligations .
Investment Implications
- Pay‑for‑performance and alignment: The GC’s incentives are tied to the same AIP and LTI frameworks as other executive officers (non‑GAAP growth, profitability, cash flow, and 3‑year PSU CAGRs with a TSR modifier), promoting alignment with shareholder outcomes. 2024 corporate factor at 53.5% reflects downside sensitivity when growth/cash flow miss thresholds, while margin outperformance provides balanced payouts .
- Retention and selling pressure: Three‑year PSU cliffs and 3‑year graded vesting for options/RSUs create steady unvested equity at risk, reducing near‑term selling pressure; double‑trigger equity acceleration in a change of control and severance of 2.0x salary+bonus for non‑CEO executives support retention through strategic events .
- Governance risk mitigants: Strong ownership guidelines (3x salary), comprehensive clawbacks (restatements and significant misconduct), and prohibitions on hedging/pledging reduce misalignment and trading‑related risk signals for the legal function leader .
- Performance backdrop: During 2024, TSR improved modestly from 2023 but remained below the IPO‑era baseline; net income declined while organic net sales increased, a mixed backdrop that likely tempered cash incentive outcomes while keeping longer‑term PSU goals relevant to multi‑year value creation .