Russell Dyer
About Russell Dyer
Russell Dyer (age 44) is Kenvue’s Chief Corporate Affairs Officer, serving on the Kenvue Leadership Team since May 2024. He previously led communications and public/government affairs at Mondelēz International, held corporate affairs leadership at Kraft Foods Group, and spent six years at Weber Shandwick advising major CPG brands . Company performance during 2024 (his first partial year) included net sales of $15.5B (+0.1%, organic +1.5%), gross profit margin of 58.0% (adjusted 60.4%), diluted EPS $0.54 (adjusted $1.14), and free cash flow $1.3B, with a structured cost program (“Our Vue Forward”) and an increased dividend; these metrics inform the pay-for-performance framework used for executive incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mondelēz International | SVP, Chief Communications Officer & Head of Public & Government Affairs | 2015–2024 | Led global communications and public/government affairs for a top-tier consumer company . |
| Kraft Foods Group | Vice President, Corporate Affairs | 2015 | Corporate affairs leadership prior to Kraft’s merger with Heinz . |
| Weber Shandwick | Director, Consumer Practice | 2006–2012 | Built PR, social and integrated marketing programs for leading CPG brands . |
External Roles
- Not disclosed in Kenvue’s proxy or filings for Russell Dyer .
Fixed Compensation
- Russell Dyer is not a Named Executive Officer (NEO) in 2024; specific base salary and bonus amounts are not disclosed in the proxy (NEO table covers CEO, CFO, regional presidents, and COO) .
Performance Compensation
Kenvue’s program design for executive officers (applies broadly, including non-NEOs):
- Annual Incentive: 70% company performance (organic net sales, adjusted gross margin, adjusted net income, free cash flow) and 30% individual performance .
- Long-Term Incentives (LTI): 50% PSUs (organic net sales CAGR, adjusted diluted EPS CAGR, with TSR modifier), 30% stock options, 20% RSUs; options and RSUs vest in equal annual tranches over three years; PSUs vest after a three-year performance period with a TSR-based payout modifier (0.75x/1.0x/1.25x) capped at 200% .
Dyer’s disclosed 2025 equity activity:
| Metric | 03/10/2025 | 06/03/2025 | 06/03/2026 | 06/03/2027 |
|---|---|---|---|---|
| RSUs vesting (shares) | — | 2,669.15 shares vested; 965 shares withheld for taxes at $22.21 | Equal installment scheduled | Equal installment scheduled |
| Citations | — |
| Instrument | Grant Date | Number of Shares/Options | Strike Price | Expiration | Vesting Schedule | Citation |
|---|---|---|---|---|---|---|
| RSUs | 03/10/2025 | 6,270 | n/a | n/a | Company LTI: equal annual tranches over 3 years | |
| Stock Options | 03/10/2025 | 52,325 | $23.92 | 03/10/2035 | Company LTI: equal annual tranches over 3 years |
Notes:
- The 06/03/2025 Form 4 explicitly states that the RSU award vests in three equal installments on 06/03/2025, 06/03/2026, and 06/03/2027 .
- Company LTI plan specifies options and RSUs vest 1/3 per year over three years; PSUs vest after three-year performance with TSR modifier .
Equity Ownership & Alignment
| Ownership Component | Amount | Date | Notes |
|---|---|---|---|
| Common shares directly held after 06/03/2025 | 1,704.15 | 06/05/2025 | After 2,669.15 RSUs vested and 965 shares withheld for taxes . |
| RSUs outstanding (derivative) | 5,337.34 | 06/05/2025 | Includes dividend equivalents . |
| Stock options outstanding | 52,325 | 03/12/2025 | Strike $23.92; expire 03/10/2035 . |
| Hedging/Pledging | Prohibited | Policy date in effect | Executives are prohibited from hedging, pledging, short-selling company stock . |
| Ownership Guidelines | 3x base salary for executive officers (CEO 6x) | Ongoing | Executives must retain 75% of after-tax shares until guideline met . |
Employment Terms
| Term | Provision | Citation |
|---|---|---|
| Role start date | Chief Corporate Affairs Officer since May 2024 | |
| Severance (involuntary, not for cause or good reason) | 1.5x base salary + target annual incentive, paid over 18 months; 52 weeks health coverage; outplacement eligibility | |
| Change-of-control (double trigger) | 2.0x base salary + target annual incentive (lump sum) for executive officers other than CEO; accelerated vesting per table below | |
| Equity vesting treatment | Standard treatment shown below |
Unvested award treatment summary (executive officers):
- Involuntary not-for-cause/good reason: Pro-rata vesting at next vest date for options/RSUs; PSUs pro-rata payout based on actual performance (not accelerated) .
- Death/Disability: Accelerated full vesting (PSUs at target) .
- Change of Control (double trigger): Accelerated full vesting; PSUs at greater of target or actual performance .
- Non-compete/non-solicit: Equity awards include forfeiture/recoupment if non-compete/non-solicit obligations are violated .
- Clawbacks: Two policies—NYSE-required incentive recovery (for restatements) and a broader misconduct recoupment covering ~1,400 employees; no excise tax gross-up; “best-net cutback” applies .
Compensation & Governance Context (Program-Level)
- 2024 Annual Incentive Company Results: Kenvue Performance Factor (company portion) paid at 53.5%, driven by above-target adjusted gross margin (weighted payout 37.6%), with organic net sales and free cash flow below threshold and adjusted net income below target .
- 2024 LTI Design: PSUs (organic net sales CAGR, adjusted diluted EPS CAGR) with TSR modifier (0.75x, 1.0x, 1.25x; max 200%), plus options and RSUs vesting 1/3 per year .
- Peer Groups: Compensation Peer Group of 17 large branded consumer companies; Performance Peer Group expands to 30 including global staples (e.g., P&G, Unilever, PepsiCo, Reckitt) .
- Say-on-Pay: 97% approval at 2024 Annual Meeting, signaling strong investor support for program design .
Investment Implications
- Retention risk appears contained: multi-year RSU and option vest schedules through 2027 create ongoing unvested value, with double-trigger protection in change-of-control scenarios .
- Insider selling pressure low: the only reported 2025 share disposition was tax withholding upon RSU vesting (not open-market sale), with net shares retained; future equal RSU installments on 06/03/2026 and 06/03/2027 may produce routine tax-related withholdings rather than discretionary selling .
- Alignment and risk controls: executive stock ownership guidelines (3x salary), clawbacks, and anti-hedging/pledging policies support alignment and mitigate governance risk; absence of excise tax gross-ups and presence of “best-net cutback” are shareholder-friendly .
- Program-level performance linkage: incentives tied to organic growth, margin, profitability, FCF, and multi-year PSUs with TSR modifier provide line-of-sight to the levers investors care about; 2024 outcomes indicate discipline (company KPF at 53.5%) with higher weighting to margin improvement .