Melanie Healey
About Melanie L. Healey
Independent director at Kenvue since May 2023; Age 64. Former Group President at Procter & Gamble with 40+ years in global consumer goods (P&G, Johnson & Johnson, S.C. Johnson). Chairs Kenvue’s Nominating, Governance & Sustainability Committee, and is deemed independent under NYSE and Kenvue standards. Current external directorships include Hilton Worldwide Holdings (since 2017) and PPG Industries (since 2016); prior board roles at Verizon (2011–2024) and Target (2015–2023). Education: B.S. in Business Administration, University of Richmond.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Procter & Gamble | Group President; Global President; prior executive roles | Group President (2007–2015); Global President (2005–2007); other exec roles (1990–2005) | Oversaw multi‑year strategic planning of P&G’s largest, most profitable division; achieved >$32B in annual sales and a sales turnaround |
| Johnson & Johnson | Various roles | 1986–1990 | Early career operating experience in consumer health |
| S.C. Johnson & Son | Various roles | 1983–1986 | Early career operating experience |
External Roles
| Company | Capacity | Tenure | Board Committees/Notes |
|---|---|---|---|
| Hilton Worldwide Holdings | Director | 2017–present | Not disclosed in KVUE proxy |
| PPG Industries | Director | 2016–present | Chair, Nominating & Governance; Member, Sustainability & Innovation (PPG 2025 proxy) |
| Verizon Communications | Director (former) | 2011–2024 | Former director |
| Target Corporation | Director (former) | 2015–2023 | Former director |
Board Governance
- Committee assignments: Chair, Nominating, Governance & Sustainability (NG&S) Committee; NG&S met 4 times in 2024. Responsibilities include board composition and refresh, governance policy oversight, conflicts evaluation, sustainability oversight (product quality/safety, supply chain resiliency, privacy, cybersecurity), board/committee evaluations, and annual review of leadership structure.
- Independence: Kenvue affirms all directors other than the CEO are independent; committee chairs and all standing committee members are independent under NYSE and Kenvue’s heightened standards. Healey is listed as an independent director.
- Attendance: The Board held 14 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; directors attended the 2024 Annual Meeting. Independent executive sessions are held at every regularly scheduled Board and committee meeting.
- Board leadership and refresh: Independent Chair (Larry Merlo); five new independent directors since 2024, including three via a March 2025 cooperation agreement with Starboard. The agreement placed new directors on specific committees to enhance oversight.
- Strategic Review: In 2025, the Board formed a five‑member Strategic Review Committee chaired by Healey to evaluate alternatives (e.g., brand‑portfolio optimization) aimed at accelerating profitable growth; advised by Centerview and McKinsey.
- Overboarding policy: Non‑CEO directors should not serve on >4 public company boards (including Kenvue) without Board approval; Healey’s current total of three (Kenvue, Hilton, PPG) is within policy.
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Program terms |
| Committee chair retainer (NG&S) | $25,000 | NG&S chair fee |
| Total cash (reported) | $125,000 | Healey 2024 cash compensation |
| Equity retainer (DSUs) – grant date fair value | $179,995 | Annual DSUs; immediate vest; payable upon departure |
| Total 2024 director compensation | $304,995 | Sum of cash and DSUs reported for Healey |
Program structure highlights: $100k cash retainer + $180k DSUs; DSUs vest at grant and are generally payable in shares after Board departure; additional chair retainers: Audit $30k, Compensation $25k, NG&S $25k; independent Chair receives +$200k (50% cash/50% DSUs).
Performance Compensation (Director Equity)
Directors do not have performance‑conditioned pay; annual equity is delivered as DSUs that vest immediately (no performance metrics) and pay out after Board service. Hedging/pledging/short‑selling of Kenvue stock is prohibited.
| Grant/Event | Date | Security | Quantity | Fair Value (if disclosed) | Post‑Transaction Ownership |
|---|---|---|---|---|---|
| Annual DSU grant (Form 4) | 2024‑05‑23 | Deferred Share Units | 9,259 | $179,995 (proxy) | 17,188.544 DSUs (after) |
| Annual DSU grant (Form 4) | 2025‑05‑22 | Deferred Share Units | 7,659 | n/a | 25,311.665 DSUs (after) |
Notes: DSUs in the proxy are immediately vested and accrue dividend equivalents as additional DSUs; payment can be lump sum or installments post‑service.
Other Directorships & Interlocks
| Organization | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Hilton Worldwide Holdings (director) | Unrelated consumer/hospitality | No Kenvue related‑party transactions disclosed with Healey |
| PPG Industries (director; chairs N&G; member Sustainability & Innovation) | Industrial/chemicals | No Kenvue related‑party transactions disclosed with Healey |
Kenvue’s “Certain Related Persons Transactions with Directors” discloses payments to Profitero (Hofstetter) and Circana (Perry), but does not identify transactions involving Healey.
Expertise & Qualifications
- Brand building, marketing, distribution, international operations; executive leadership and corporate governance expertise from large public companies and global markets.
- Committee leadership experience (NG&S Chair at Kenvue; N&G Chair and Sustainability & Innovation member at PPG).
Equity Ownership
| Item | Detail |
|---|---|
| DSUs held (as of 12/29/2024) | 17,498 DSUs in Deferred Fee Account (Healey) |
| Ownership guidelines | 5x annual cash retainer (=$500,000) in stock/DSUs; all directors in compliance as of 12/29/2024 |
| Hedging/Pledging | Prohibited for directors and executives |
Governance Assessment
- Strengths: Independent chairing of NG&S with clear mandate over board composition, evaluations, conflicts, and ESG/cyber oversight; full Board independence (except CEO); strong director ownership requirements; anti‑hedging/pledging policy; solid attendance; regular independent executive sessions; shareholder engagement program; active refresh including Starboard cooperation; leadership of Board Strategic Review signals strong oversight and value‑creation focus.
- Watch items: None evident specific to Healey—no related‑party transactions disclosed; serves on two other public boards but within Kenvue’s overboarding policy.
RED FLAGS: None observed in disclosures specific to Healey (no pledging/hedging, no related‑party ties, attendance threshold met).