Vasant Prabhu
About Vasant Prabhu
Vasant Prabhu, 65, has served as an independent director of Kenvue since May 2023 and is Chair of the Audit Committee; the Board has designated him an “audit committee financial expert” under SEC rules . He brings nearly 25 years as a public-company CFO across consumer, travel, media and fintech, including Visa (Vice Chairman & CFO), and currently sits on the boards of Intuit (since 2024) and Delta Air Lines (since 2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Visa, Inc. | Vice Chairman & CFO | 2015–2023 | Credited with strategic transformation and new growth drivers; revenues more than doubled to >$32B during tenure . |
| NBCUniversal, LLC | EVP & CFO | 2014–2015 | Senior finance leadership across media operations . |
| Starwood Hotels & Resorts | Vice Chairman & CFO | 2004–2014 | Navigated GFC; evolved to fee-driven model; global brand growth . |
| Safeway, Inc. | EVP & CFO; President, E‑commerce | 2000–2004 | Senior finance and e‑commerce leadership in retail . |
| McGraw‑Hill | President, Information & Media Group | 1998–2000 | Division leadership . |
| PepsiCo, Inc. | CFO (divisions) | 1992–1998 | Divisional CFO roles . |
| Booz Allen Hamilton | Senior roles | — | Strategy/operations experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Intuit, Inc. | Director | 2024–Present | Public company board; global financial software . |
| Delta Air Lines, Inc. | Director | 2023–Present | Public company board; largest airline by revenue . |
| Mattel, Inc. | Director | 2007–2020 | Served as Audit Committee Chair . |
| Brookings Institution | Trustee | — | Non‑profit governance . |
Board Governance
| Topic | Details |
|---|---|
| Independence status | Independent under NYSE and Kenvue standards; all directors except the CEO are independent . |
| Committee assignments | Audit Committee (Chair) . |
| Financial expert | Designated “audit committee financial expert” (SEC) . |
| Attendance | Each director attended at least 75% of Board and applicable committee meetings; Board held 14 meetings in 2024 . |
| Committee cadence | Audit Committee held 9 meetings in 2024 . |
| Board leadership | Independent Chair (Larry J. Merlo); independent executive sessions at every regularly scheduled Board and Committee meeting . |
| Overboarding policy | Non‑CEO directors generally limited to four public boards (incl. Kenvue) absent Board approval . |
Fixed Compensation
| Element (2024, Director) | Amount/Terms |
|---|---|
| Annual cash retainer | $100,000 . |
| Audit Committee Chair retainer | $30,000 . |
| Cash fees paid (2024) | $130,000 (sum of retainers) . |
| Equity grant (DSUs) | $179,995 grant‑date fair value; 9,259 DSUs for annual award; DSUs vest immediately and are payable after Board departure; dividend equivalents accrue . |
| Form of equity | Deferred Share Units (DSUs) under the Amended and Restated Deferred Fee Plan for Directors . |
| Cash-for-DSU election | Directors may elect to convert cash retainers to DSUs; no such election is indicated for Mr. Prabhu in 2024 (election footnotes identify other directors) . |
Performance Compensation
- Kenvue’s non‑employee director pay uses cash retainers and DSUs; no performance‑based metrics are disclosed for directors, and annual director equity is DSUs (not PSUs/options for directors) .
Other Directorships & Interlocks
| Company | Industry Link to Kenvue | Interlocks/Related Party Exposure |
|---|---|---|
| Intuit, Inc. | Software; no direct consumer health overlap disclosed | None disclosed involving Mr. Prabhu . |
| Delta Air Lines, Inc. | Airline; no direct overlap disclosed | None disclosed involving Mr. Prabhu . |
| Mattel, Inc. (prior) | Consumer products; not a disclosed Kenvue counterparty | None disclosed involving Mr. Prabhu . |
Kenvue disclosed related‑party transactions involving other directors’ employers (Profitero/Publicis; Circana) but none involving Mr. Prabhu .
Expertise & Qualifications
- Deep financial, accounting, internal control, and investor relations expertise from nearly 25 years as a public‑company CFO across multiple industries .
- Governance, risk management and cybersecurity oversight experience; digital technology awareness; global/international operating perspective .
- SEC “audit committee financial expert” designation reinforces audit oversight credibility .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 17,652 shares as of March 24, 2025; less than 1% of shares outstanding (denoted “*”) . |
| DSUs held | 17,498 DSUs as of December 29, 2024 . |
| Ownership guidelines | Directors must hold ≥5x annual cash retainer (≥$500,000) in Kenvue stock/DSUs; all directors were in compliance as of Dec 29, 2024 . |
| Hedging/pledging | Prohibited for directors (no hedging, pledging, short‑selling) . |
Governance Assessment
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Strengths for investor confidence:
- Independent Audit Chair with SEC “financial expert” credential and extensive multi‑industry CFO experience; Audit Committee met 9 times, indicating active oversight .
- Strong independence framework (all directors except CEO independent), independent Board Chair, and executive sessions at every regularly scheduled meeting support robust oversight .
- Director pay aligned with shareholders via DSUs and stringent 5x retainer ownership guideline; directors in compliance; anti‑hedging/pledging policy reduces misalignment risk .
- Shareholder support for executive pay was ~97% in 2024, signaling a constructive governance environment around incentives and oversight .
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Watch items:
- Multiple external public boards (Intuit, Delta) increase time commitments but remain within Kenvue’s overboarding policy limits; no related‑party transactions involving Mr. Prabhu were disclosed .
- Attendance disclosed at the threshold level (≥75% for all directors); Board held 14 meetings in 2024—continued monitoring of Audit Committee workload and attendance is prudent given his chair role .