Form 4: Kenvue Director Seemantini Godbole Acquires Additional Deferred Share Units

Kenvue Inc. Director Seemantini Godbole has acquired 7,659 Deferred Share Units, increasing her beneficial ownership to over 25,000 units, as part of the company's director compensation plan.

Summary

• Reporting Person: Seemantini Godbole, a Director of Kenvue Inc. (KVUE).
• Transaction Date: May 22, 2025.
• Acquisition: Ms. Godbole acquired 7,659 Deferred Share Units (DSUs).
• Purpose: The DSUs were acquired under Kenvue's Amended and Restated Deferred Fee Plan for Directors.
• Settlement: These DSUs are structured to be settled in shares of Kenvue common stock upon the termination of the reporting person's directorship, with each DSU representing the right to receive one share of Common Stock.
• Beneficial Ownership: Following this transaction, Ms. Godbole beneficially owns a total of 25,311.662 DSUs.
• Dividend Equivalents: The total beneficial ownership includes DSUs acquired as dividend equivalents.
• Implied Value: The acquired DSUs have an implied value of $23.5 per unit, based on the underlying common stock.

Sentiment

Score: 7

Explanation: The acquisition of Deferred Share Units by a director as part of a compensation plan is a positive signal of alignment between management and shareholder interests, indicating a routine and expected transaction.

Positives

• Director Seemantini Godbole increased her beneficial ownership in Kenvue Inc. by acquiring 7,659 Deferred Share Units, aligning her interests with long-term shareholder value.
• The acquisition is part of the company's standard director compensation plan, which uses equity-based awards to incentivize board members.

Future Outlook

The Deferred Share Units (DSUs) acquired by Director Seemantini Godbole are structured to be settled in shares of Kenvue's common stock upon the termination of her directorship, aligning future payout with continued service.

Management Comments

• "Grant of Deferred Share Units ('DSUs') acquired under the Issuer's Amended and Restated Deferred Fee Plan for Directors are to be settled in shares of the Issuer's common stock upon termination of the Reporting Person's directorship (with each DSU representing the right to receive one share of Common Stock on the settlement date)."
• "Includes DSUs acquired as dividend equivalents."

Industry Context

This Form 4 filing reflects a routine compensation event for a director, where Deferred Share Units are granted as part of a standard director fee plan. Such plans are common across publicly traded companies to align the interests of board members with long-term shareholder value, as the units typically convert to common stock upon the director's departure.

Comparison to Industry Standards

• The grant of Deferred Share Units (DSUs) as part of director compensation is a common practice among large consumer health and pharmaceutical companies, including peers like Procter & Gamble (PG), Johnson & Johnson (JNJ), and Colgate-Palmolive (CL).
• This method aligns director incentives with long-term stock performance, similar to how many S&P 500 companies structure non-employee director compensation.

Stakeholder Impact

• Shareholders: Increased alignment of director interests with long-term shareholder value due to equity-based compensation.

Next Steps

• The Deferred Share Units (DSUs) will be settled in shares of Kenvue's common stock upon the termination of Seemantini Godbole's directorship.

Key Dates

Recommendation

Keywords

Kenvue, KVUE, Form 4, SEC filing, insider transaction, director compensation, deferred share units, beneficial ownership