Seemantini Godbole
About Seemantini Godbole
Seemantini Godbole, age 55, has served as an independent director of Kenvue since May 2023. She is EVP, Chief Digital and Information Officer at Lowe’s Companies, Inc., with decades of global technology experience across omni‑channel retail, consumer, and travel/hospitality, and expertise in e‑commerce, digital transformation, cybersecurity, and technology strategy; prior leadership roles include senior technology positions at Target, Travelocity, and Sabre Holdings . She serves on Kenvue’s Audit Committee and Nominating, Governance & Sustainability Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lowe’s Companies, Inc. | EVP, Chief Digital & Information Officer | 2022–Present | Leads technology strategy, product roadmaps, operations; rebuilt tech stack; integrated omnichannel; drove online sales growth |
| Lowe’s Companies, Inc. | EVP, Chief Information Officer | 2018–2022 | Led ground‑up rebuild of company technology; integrated omnichannel experience |
| Target Corporation | SVP, Digital & Marketing Technology | 2017–2018 | Oversaw global e‑commerce, marketing, loyalty tech; launched mobile apps, ship‑from‑store, digital wallet, localized pricing, loyalty/engagement |
| Target Corporation | Executive roles (technology) | 2010–2016 | Multiple senior tech leadership roles |
| Travelocity | Senior technology leadership | 2006–2010 | Senior roles in travel/hospitality tech |
| Sabre Holdings | Senior technology leadership | 1995–2006 | Senior roles in travel/hospitality tech |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lowe’s Companies, Inc. | EVP, Chief Digital & Information Officer | 2022–Present | Operating executive role (not a public company directorship) |
| Apparo (nonprofit) | CXO Tech Council member | Not disclosed | Community technology expertise council |
Board Governance
- Committee assignments: Audit Committee member; Nominating, Governance & Sustainability Committee member .
- Independence: Board determined all directors other than the CEO are independent under NYSE standards and Kenvue’s heightened “Standards of Independence”; committees are fully independent .
- Attendance: The Board held 14 meetings in 2024; each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet in executive session at every regularly scheduled Board and Committee meeting .
- Committee activity: Audit Committee held 9 meetings in 2024; Nominating, Governance & Sustainability Committee held 4 meetings in 2024 .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director retainer |
| Annual DSU grant (grant‑date fair value) | $179,995 | DSUs generally granted on annual meeting date; immediate vesting; dividend equivalents accrue |
| Committee chair fees | N/A | Godbole is not a committee chair; chair retainers: Audit $30,000; Comp & HC $25,000; NGS $25,000 |
| 2024 total director comp (cash + stock) | $279,995 | Fees earned $100,000; stock award $179,995 |
Performance Compensation
| Performance Metric | Weighting/Design | Status |
|---|---|---|
| None disclosed for non‑employee directors | Director equity delivered as DSUs (time‑based, immediate vesting); no performance metrics linked to director compensation | DSUs vest on grant and pay after Board departure; dividend equivalents in additional DSUs |
Other Directorships & Interlocks
- Other public company boards: None disclosed for Godbole in the proxy’s director biography and nominees snapshot .
- Related‑party transactions: No transactions disclosed involving Godbole; proxy notes transactions with Profitero (Hofstetter) and Circana (Perry) only, provided at arm’s‑length with no director involvement in vendor selection .
Expertise & Qualifications
- Digital technology, e‑commerce, cybersecurity, omni‑channel retail; global/international experience; executive leadership and strategy .
- Committee oversight expertise aligns with privacy/cybersecurity and governance focus of Nominating, Governance & Sustainability; and financial reporting oversight in Audit .
Equity Ownership
| Metric | Amount | Date/Notes |
|---|---|---|
| Beneficial ownership (shares) | 17,652 | As of March 24, 2025; less than 1% of outstanding |
| Rights to acquire shares (options/RSUs within 60 days) | — | No rights listed for Godbole |
| Deferred Share Units (DSUs) balance | 17,498 | As of December 29, 2024; includes dividend equivalents |
| Director stock ownership guideline | 5× annual cash retainer ($500,000) | All directors in compliance as of Dec 29, 2024 |
| Hedging/pledging policy | Prohibited | No hedging, pledging, short‑selling by directors |
Governance Assessment
- Strengths: Independent status; dual committee membership in Audit and NGS; deep digital/cyber expertise valuable to risk oversight; Board and committee executive sessions enhance independent oversight; attendance ≥75% threshold met; director ownership guidelines met with DSUs and compliance affirmed .
- Compensation alignment: Mix of modest cash retainer and DSUs with mandatory holding until departure; no performance‑metric gaming risk; immediate vesting but deferred settlement supports long‑term alignment; hedging/pledging banned .
- Conflicts/interlocks: No disclosed related‑party transactions or public company interlocks for Godbole; overboarding policy restricts executives from excessive board roles—no violation indicated .
- Investor confidence signals: 2024 say‑on‑pay received ~97% approval, reflecting broad support for Kenvue’s compensation governance framework overseen by independent directors .
- Red flags: None identified in proxy for Godbole (no pledging/hedging, no related‑party transactions, no attendance issues, no chair fee conflicts) .