Form 4: Kenvue Director Jeffrey C. Smith Discloses Significant Indirect Shareholdings and Deferred Compensation Acquisition

Kenvue Inc. Director Jeffrey C. Smith has reported an indirect beneficial ownership of over 20.9 million common shares through Starboard Value LP and the direct acquisition of 1,061 Deferred Share Units as part of his compensation plan.

Summary

• Jeffrey C. Smith, a Director of Kenvue Inc., has filed a Statement of Changes in Beneficial Ownership (Form 4) detailing his holdings and recent transactions.
• Smith indirectly beneficially owns 20,929,938 shares of Kenvue Inc. Common Stock, $0.01 par value, through Starboard Value LP.
• As a Managing Member of Starboard Value LP, Smith may be deemed to beneficially own these securities, though he expressly disclaims beneficial ownership except to the extent of his pecuniary interest.
• On June 30, 2025, Smith directly acquired 1,061 Deferred Share Units (DSUs).
• Each DSU represents the right to receive one share of Kenvue common stock.
• These DSUs are part of the Issuer's Amended and Restated Deferred Fee Plan for Directors, representing a deferral of cash compensation, and will be settled in common stock shares following Smith's separation from service.
• Following this transaction, Smith directly beneficially owns a total of 10,734.383 DSUs, which includes DSUs acquired as dividend equivalents.

Sentiment

Score: 7

Explanation: The filing indicates a director's acquisition of deferred share units as part of compensation, aligning interests with shareholders, and discloses a significant indirect holding by an activist fund, which can be viewed positively for governance and oversight.

Positives

• The acquisition of 1,061 Deferred Share Units by a director aligns management's interests with shareholders, as these units convert to common stock upon separation from service.
• The significant indirect holding of 20,929,938 shares by Starboard Value LP, where Jeffrey C. Smith is a Managing Member, indicates a substantial institutional investment and potential for active shareholder engagement.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• Jeffrey C. Smith, as a Managing Member of Starboard Value LP, is deemed to beneficially own 20,929,938 shares held by Starboard Accounts, representing an indirect related party holding.

Stakeholder Impact

• Shareholders: The disclosure provides transparency regarding insider ownership and compensation structure, potentially influencing investor confidence due to alignment of interests and the presence of a significant institutional investor (Starboard Value LP).

Key Dates

Keywords

Kenvue Inc., KVUE, Jeffrey C. Smith, Starboard Value LP, SEC Form 4, Insider Trading, Beneficial Ownership, Deferred Share Units, Director Compensation, Equity Holdings