Joseph Jimenez
About Joseph Jimenez
Independent Lead Director of P&G since 2021; chair of the Governance & Public Responsibility (G&PR) Committee and member of the Compensation & Leadership Development (C&LD) Committee. Former CEO of Novartis AG with deep healthcare, consumer, and innovation experience; co‑founder and Managing Director of Aditum Bio. Age 64 and six years of board tenure as of the 2024 proxy; reappointed Lead Director for FY 2025–26, reflecting strong engagement and board confidence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis AG | Chief Executive Officer | 2010–2018 | Led innovation pipeline; ESG efforts on climate/water; D&I task force leadership . |
| H.J. Heinz Company | EVP; President & CEO Heinz Europe; President & CEO Heinz North America | 1999–2006 | Large‑scale P&L leadership across US/Europe . |
| ConAgra Foods | Various leadership roles | 1993–1998 | Consumer/retail operating roles . |
| Blackstone Group L.P. | Advisor | 2006–2007 | Strategic advisory experience . |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| General Motors Company | Director | Since 2015 | Current public company directorship . |
| Century Therapeutics, Inc. | Director | 2019–Aug 2025 | Former public company directorship . |
| Graphite Bio, Inc. | Director | 2020–2024 | Former public company directorship . |
| Aditum Bio | Co‑Founder & Managing Director | Current | Private biotech venture fund (outside P&G) . |
Board Governance
- Independence: The board determined all nominees other than P&G employees (Moeller, Jejurikar) are independent; Jimenez is independent .
- Lead Independent Director: Significant responsibilities (agenda approval, executive sessions, liaison with shareholders, committee leadership input). He led eight executive sessions of independent directors in FY 2024–25; reappointed Lead Director for FY 2025–26 .
- Committee assignments: Chair, G≺ Member, C&LD .
- Attendance and engagement: Board held 6 meetings; committees held 21 total in FY 2024–25; no incumbent director attended <75%; average attendance ≈98% .
- Say‑on‑Pay signal: 90.65% support at 2024 annual meeting, indicating broad investor alignment with pay practices overseen by C&LD .
- Governance practices: Prohibitions on hedging/pledging; proxy access; robust recoupment; board limit on outside boards (active public company CEOs limited; all nominees compliant) .
Fixed Compensation (Director)
| Component | FY 2024–25 Amount | Detail |
|---|---|---|
| Annual cash retainer | $120,000 | Paid quarterly; Jimenez elected to take $185,000 of fees as RSUs (see footnote table) . |
| Lead Director + Chair fees | $70,000 | $50,000 Lead Director; $20,000 G&PR Chair . |
| Equity (annual director RSU grant) | $220,000 | RSUs granted after Oct 8, 2024 meeting; vest after one year; dividend equivalents accrue; settlement at least one year post‑board service (with 2025 change allowing settlement at one‑year service date with optional deferral) . |
| Total (FY 2024–25) | $410,000 | Per Director Compensation table . |
Notes: Directors must own stock/RSUs worth 6x the annual retainer; Jimenez elected a substantial portion of fees in RSUs, enhancing alignment .
Performance Compensation
P&G does not use performance‑conditioned equity for non‑employee directors. Equity is delivered as time‑based RSUs with: one‑year vesting, dividend equivalents, and settlement timing designed to promote long‑term alignment (at least one year post‑board service for existing grants; policy updated effective October 2025 to allow one‑year settlement with optional deferral) .
| Feature | Terms |
|---|---|
| Instrument | RSUs (director) – time‑based, not performance‑based . |
| Vesting | One‑year service . |
| Settlement | At least one year after leaving the board; Oct 2025 grants settle at one year with deferral option . |
| Dividends | Dividend equivalents accrue as additional RSUs . |
| Clawback/Hedging/Pledging | Hedging/pledging prohibited by policy; robust recoupment for executives (context for governance) . |
Other Directorships & Interlocks
- Current: General Motors (since 2015) .
- Former: Century Therapeutics (2019–Aug 2025), Graphite Bio (2020–2024) .
- C&LD interlocks: None reported between P&G and other issuers in FY 2024–25 .
- Outside board time limits: All nominees compliant with P&G guidelines; board monitors outside commitments, especially for leadership roles .
Expertise & Qualifications
- Healthcare and consumer sectors, innovation pipeline leadership, strategy, and risk management (recognized for innovation at Novartis; brings global perspective) .
- Governance: Extensive board and committee leadership; effective Lead Director facilitating executive sessions and shareholder engagement .
Equity Ownership
| Category | Amount/Status | As-of |
|---|---|---|
| Common shares beneficially owned (direct/PST/trusts) | 12,468 | June 30, 2025 . |
| RSUs outstanding (director grants and equivalents) | 21,190 | June 30, 2025 . |
| Unvested RSUs from Oct 8, 2024 annual grant | 1,334 unvested RSUs | June 30, 2025 . |
| Ownership guideline | 6x annual retainer (applies to all non‑employee directors) | Policy . |
| Pledging/hedging | Prohibited for directors | Policy . |
Recent insider Form 4 activity (director awards/dividend equivalents):
Governance Assessment
- Board effectiveness: As Lead Director and G&PR Chair, Jimenez directly influences board agendas, refreshment, committee chair succession, executive sessions, and shareholder engagement—key levers of board performance and independence .
- Independence and attendance: Independent; board/committee attendance strong (avg ≈98% across incumbents); eight executive sessions led by Jimenez demonstrate robust independent oversight .
- Alignment and incentives: Director pay balanced between cash and time‑based RSUs; Jimenez elected substantial fees as RSUs; stock ownership guideline of 6x retainer and no hedging/pledging support alignment with shareholders .
- Conflicts/related‑party: P&G reports no related‑party transactions requiring disclosure beyond a separate management item; none for Jimenez. C&LD interlocks: none .
- External commitments: Board enforces outside board limits and reviews time commitments for leadership roles; all nominees compliant, mitigating overboarding risk .
- Shareholder signals: Strong Say‑on‑Pay (90.65%) and comprehensive governance policies (proxy access, recoupment, ESG oversight) reinforce investor confidence in the board’s stewardship during CEO transition planning .
Overall, Jimenez’s committee leadership, sustained independence as Lead Director, high engagement, and increasing equity alignment (via RSU elections and holdings) are positive governance indicators with low conflict risk and strong oversight credentials at P&G .