Sarah Hofstetter
About Sarah Hofstetter
Sarah Hofstetter, age 50, was appointed to Kenvue’s Board on March 5, 2025 in connection with the company’s cooperation agreement with Starboard Value; she is an independent director and serves on the Audit Committee . She is President of Profitero, Ltd., with a 20+ year track record in brand building, e-commerce, and digital marketing; she holds a B.A. from Queens College, City University of New York .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Profitero, Ltd. | President | 2020–Present | Led growth and successful sale to Publicis |
| Comscore, Inc. | President | 2018–2019 | Rebranding, sales strategy redesign, product innovation |
| 360i (Dentsu) | Chairwoman; CEO; President; SVP Brand Strategy & Emerging Media | 2006–2018 (SVP 2006–2010; President 2012–2013; CEO 2013–2018; Chairwoman 2018) | Scaled agency from 30 to 1,000 employees; pivoted offerings across search/social/commerce |
| Kayak Communications | President & Founder | 2004–2005 | Founded and led communications firm |
| Net2Phone, Inc. | Senior leadership positions | 1996–2005 | Senior roles over a decade |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Campbell’s Company | Director | 2018–Present | Not disclosed in KVUE filings |
Board Governance
- Committee assignments: Audit Committee member; joined March 2025; Audit Chair is Vasant Prabhu .
- Independence: Board determined Hofstetter (and other new nominees) are independent under NYSE standards and KVUE’s heightened independence standards, notwithstanding the Starboard cooperation agreement .
- Election and shareholder mandate: Elected at 2025 AGM; votes “For” 1,628,023,193; “Against” 98,179,559; “Abstain” 891,753; broker non-votes 78,329,335 .
- Executive sessions: Independent directors hold executive sessions at every regularly scheduled Board and Committee meeting .
- Tenure on KVUE Board: Appointed March 5, 2025; standing for annual election with the full slate (annual elections, simple majority standard) .
Fixed Compensation
| Component | Amount | Structure/Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $100,000 | Paid quarterly; may elect to convert to DSUs |
| Annual DSU grant (non-employee director) | $180,000 (rounded down to whole DSUs) | Generally granted on the date of the annual meeting; DSUs vest immediately, payable after departure; dividend equivalents credited as DSUs |
| Committee chair retainers | Audit $30,000; Compensation & Human Capital $25,000; Nominating, Governance & Sustainability $25,000 | Paid in cash; Chair of Board retainer separate |
| Independent Chair retainer | $200,000 (50% cash / 50% DSUs) | Additional to director retainer |
| Stock ownership guideline | 5x annual cash retainer ($500,000) | DSUs retained until departure; hedging/pledging/short-selling prohibited |
- New appointees (including Hofstetter) receive KVUE’s standard non-employee director compensation described in the proxy statement .
Performance Compensation
- KVUE’s director pay program is not performance-based; equity grants are DSUs that vest immediately and settle after Board departure; no director options or PSUs are disclosed for directors .
| Component | Performance Metric(s) | Weighting | Notes |
|---|---|---|---|
| DSUs (directors) | None | N/A | Immediately vest; settle post-service; dividend equivalents in DSUs |
Other Directorships & Interlocks
- Campbell’s Company director (since 2018) .
- No KVUE filing indicates shared directorships with KVUE competitors, suppliers, or customers creating interlocks; only Campbell’s is disclosed .
Expertise & Qualifications
- Executive leadership and strategy; brand marketing and sales; corporate governance; digital technology; finance; global/international; human capital management & sustainability .
- Specialized in e-commerce analytics and digital growth, aligning with KVUE’s consumer health and digital priorities .
Equity Ownership
| Holder | Current Shares Beneficially Owned | Percent of Shares Outstanding | Notes |
|---|---|---|---|
| Sarah Hofstetter | 1,690 | <1% (*) | KVUE notes beneficial ownership figures include DSUs for directors; the table denoted “*” as less than 1% |
Policy reminders:
- Directors prohibited from pledging, hedging, short-selling KVUE stock; ownership guidelines require 5x cash retainer over time .
Related-Party Transactions and Conflicts
- Profitero, Ltd. payments: KVUE paid Profitero (where Hofstetter is President) approximately $1.2 million in 2024 for advertising and marketing services; provided on an arm’s-length basis; Hofstetter has no role in firm selection decisions for these services .
- Starboard Cooperation Agreement: Hofstetter’s appointment was part of KVUE’s agreement with Starboard to add three directors, temporarily expand the Board, and nominate them at the 2025 AGM; Board affirmed Hofstetter’s independence despite the agreement .
Say-on-Pay & Shareholder Feedback
- 2025 Say-on-Pay results: For 1,675,645,180; Against 49,702,881; Abstain 1,746,444; broker non-votes 78,329,335 .
- Prior year context: KVUE reported approximately 97% “For” on the 2024 advisory vote supporting NEO compensation .
- Board and management conduct active, year-round shareholder engagement; independent executive sessions at every meeting .
Governance Assessment
- Board effectiveness: Hofstetter strengthens the Audit Committee’s marketing/digital perspective; Audit Committee chaired by an “audit committee financial expert” (Prabhu); committees are fully independent .
- Independence and engagement: Board determined Hofstetter independent; KVUE holds independent executive sessions; annual elections enhance accountability .
- Alignment and oversight signals: Strong shareholder support for director elections (Hofstetter 1.63B “For”) and say-on-pay indicates confidence in governance and compensation practices .
- Potential conflicts/red flags: Related-party payments to Profitero (~$1.2M) represent a monitorable item; KVUE disclosure states arm’s-length, with Hofstetter recused from vendor decisions—mitigating conflict concerns .
- Activism context: Appointment via Starboard agreement comes with a standstill and voting commitments; can improve focus and discipline while requiring vigilance to preserve independence and avoid undue influence .
Citations: **[1944048_0001944048-25-000114_kvue-20250409.htm:16]** **[1944048_0001944048-25-000114_kvue-20250409.htm:8]** **[1944048_0001944048-25-000035_exhibit991-pressrelease.htm:0]** **[1944048_0001944048-25-000114_kvue-20250409.htm:29]** **[1944048_0001944048-25-000114_kvue-20250409.htm:30]** **[1944048_0001944048-25-000133_kvue-20250522.htm:1]** **[1944048_0001944048-25-000114_kvue-20250409.htm:6]** **[1944048_0001944048-25-000114_kvue-20250409.htm:39]** **[1944048_0001944048-25-000114_kvue-20250409.htm:40]** **[1944048_0001944048-25-000035_kvue-20250305.htm:2]** **[1944048_0001944048-25-000114_kvue-20250409.htm:91]** **[1944048_0001944048-25-000035_exhibit101-cooperationagre.htm:0]** **[1944048_0001944048-24-000091_kvue-20240410.htm:54]** **[1944048_0001944048-25-000114_kvue-20250409.htm:37]** **[1944048_0001944048-25-000035_exhibit101-cooperationagre.htm:3]** **[1944048_0001944048-25-000035_exhibit101-cooperationagre.htm:5]**