Kenvue and Starboard Settle Proxy Fight, Appoint Three Directors

Kenvue Inc. (NYSE: KVUE), the world's largest pure-play consumer health company by revenue, has reached an agreement with activist investor Starboard Value LP, settling a proxy fight and appointing three new directors to its board. The appointments of Sarah Hofstetter, Erica Mann, and Jeffrey Smith bring valuable expertise and insights to the Kenvue board, addressing concerns raised by Starboard and strengthening the company's strategic direction.



Sarah Hofstetter, President of Profitero, Ltd., joins the board with extensive brand building, e-commerce, and digital marketing expertise. Her background in leading organizations that use advertising to drive growth will be invaluable in enhancing Kenvue's brand portfolio and improving its online presence. Hofstetter's experience at ComScore and 360i, a U.S. advertising arm of Dentsu, provides valuable insights into consumer behavior and market trends, enabling Kenvue to make data-driven decisions.

Erica Mann, former President and Head of Bayer's Consumer Health Division, brings deep experience in the global consumer health industry. With a career spanning four continents, Mann's expertise in consumer health, emerging markets, strategic trend analysis, culture, and risk management will help Kenvue identify new market opportunities, improve operational efficiency, and manage risks effectively. Her experience at Pfizer Nutrition and other Fortune 500 companies like Eli Lilly and Johnson & Johnson will be crucial in driving growth and profitability for Kenvue.

Jeffrey Smith, Managing Member, Chief Executive Officer, and Chief Investment Officer of Starboard Value LP, joins the board with an investor perspective and extensive service on corporate boards. Smith's involvement in the cooperation agreement between Kenvue and Starboard indicates a commitment to working collaboratively with the board and management team to improve growth and profitability. His experience at Ramius LLC and other companies provides valuable insights into capital markets, mergers and acquisitions, and strategic decision-making, helping Kenvue optimize its capital structure and pursue growth opportunities.

The cooperation agreement between Kenvue and Starboard addresses the concerns raised by Starboard regarding the company's management and share price performance. With these appointments, the board will temporarily expand from 11 to 14 directors, and as of the 2025 Annual Meeting of Shareholders, the board will be reduced to 13 directors. In connection with the agreement, Starboard will withdraw its slate of nominated director candidates and vote all of its shares in favor of each of Kenvue’s Board nominees at the 2025 Annual Meeting of Shareholders. Starboard has also agreed to a customary standstill and other provisions.

The appointments of Hofstetter, Mann, and Smith to the Kenvue board address Starboard's concerns by bringing complementary skills and expertise that can help the company accelerate growth, improve brand performance, and enhance shareholder value. These appointments also align with Kenvue's strategic objectives of accelerating sustainable, profitable growth and creating shareholder value. As the company continues to focus on these objectives, investors can expect to see positive developments in Kenvue's stock price and overall performance.