Michael Sneed

About Michael E. Sneed

Michael E. Sneed, age 66, is an independent director of Kenvue, serving since May 2023 after a nearly 40‑year career in healthcare and consumer sectors, primarily at Johnson & Johnson where he was EVP, Global Corporate Affairs & Chief Communications Officer and a member of the Executive Committee . He brings deep expertise in global marketing, communications, design, and philanthropy across consumer health, with board experience at Wayfair, Inc. and Thomas Jefferson University . The Kenvue Board has determined all non‑CEO directors, including Mr. Sneed, are independent under NYSE and Kenvue standards .

Past Roles

External Roles

Board Governance

• Independence: Independent under NYSE and Kenvue’s heightened standards; all committees composed solely of independent directors .
• Committees: Not listed as a member of the Audit, Compensation & Human Capital, or Nominating, Governance & Sustainability Committees in 2024 rosters, suggesting no current standing committee assignments .
• Attendance: In 2024, each director attended at least 75% of aggregate Board and applicable Committee meetings; all directors attended the 2024 Annual Meeting .
• Years of service: Director since May 2023 .
• Board leadership context: Board chaired by independent director Larry J. Merlo; independent executive sessions at every regularly scheduled Board and Committee meeting .

Fixed Compensation (Non‑Employee Director – 2024)

Performance Compensation (Non‑Employee Director – 2024)

Kenvue’s non‑employee director pay does not include performance‑conditioned awards (no PSU/option performance metrics for directors disclosed); mix is cash retainer and time‑based DSUs .

Other Directorships & Interlocks

Expertise & Qualifications

• Consumer health leadership and operating expertise from nearly two decades in senior roles across multiple J&J consumer businesses .
• Global marketing, communications, design, and philanthropy leadership; executive committee experience at J&J .
• E‑commerce and consumer sector perspective via Wayfair board service .

Equity Ownership

Governance Assessment

• Committee assignments and engagement: Sneed is not listed on standing committees (Audit, Compensation & Human Capital, or Nominating, Governance & Sustainability), limiting direct committee‑level oversight impact relative to peers; however, the Board maintains fully independent committees and holds independent sessions at each quarterly meeting, mitigating oversight concerns at the full‑board level .
• Independence and potential conflicts: Despite long prior tenure at J&J (Kenvue’s former parent), the Board determined Sneed is independent under NYSE and Kenvue standards after considering relationships with J&J and other factors; no Sneed‑specific related‑party transactions were disclosed, reducing conflict risk perceptions .
• Ownership alignment and incentives: 2024 compensation comprised cash retainer plus DSUs, with immediate vesting but deferral until board departure, encouraging longer‑term alignment; Sneed held 17,498 DSUs and is covered by strict no‑hedging/pledging policies and 5x retainer ownership guidelines (Board reports full compliance) .
• Attendance and engagement: Board‑level attendance thresholds were met (≥75%); all directors attended the 2024 Annual Meeting, supporting baseline engagement .

RED FLAGS / Watch items

• Not on any standing committee: reduces direct influence over audit, compensation, or nom/gov workstreams—investors may prefer committee roles for added accountability and domain oversight .
• Legacy affiliation optics: Extensive prior J&J career could draw perception risk post‑separation; Board’s independence determination and absence of related‑party ties mitigate this .

Director Compensation (Snapshot – 2024)

Ownership Alignment (Snapshot)