SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Proxy Statement
For 20202022 Annual Meeting of Stockholders
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March 6, 20207, 2022
Michael D. Hsu
Chairman of the Board and
Chief Executive Officer
FELLOW STOCKHOLDERS:
It is my pleasure to invite you to the Annual Meeting of Stockholders of Kimberly-Clark Corporation. The meeting will be held virtually on Wednesday, April 29, 2020,27, 2022, at 9:00 a.m. at our World Headquarters, which is located at 351 Phelps Drive, Irving, Texas.Central Time.
At the Annual Meeting, stockholders will be asked to elect eleventhirteen directors for a one-year term, ratify the selection of Kimberly-Clark’s independent auditor, and approve the compensation for our named executive officers, and vote on a stockholder proposal.officers. These matters are fully described in the accompanying Notice of Annual Meeting and proxy statement.
Your vote is important.Regardless of whether you plan to attend the meeting, I urge you to vote your shares as soon as possible. You may vote using the proxy form by completing, signing, and dating it, then returning it by mail. Also, most of our stockholders can submit their vote by telephone or through the Internet. If telephone or Internet voting is available to you, instructions will be included on your proxy form. Additional information about voting your shares is included in the proxy statement.
Sincerely,
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Notice of
Annual Meeting
of Stockholders
TO BE HELD
April 29, 202027, 2022
VIA
AT
live webcast at https://meetnow. global/MJW2GVWWorld Headquarters351 Phelps Drive,Irving, Texas
The Annual Meeting of Stockholders of Kimberly-Clark Corporation will be held at our World Headquarters, which is located at 351 Phelps Drive, Irving, Texas,virtually on Wednesday, April 29, 2020,27, 2022, at 9:00 a.m. Central Time for the following purposes:
| 1. | To elect as directors the |
| 2. | To ratify the selection of Deloitte & Touche LLP as our independent auditor for 2022; and |
| 3. | To approve the compensation for our named executive officers in an advisory |
Due to the public health impact of the ongoing COVID-19 pandemic and to support the health and well-being of our employees, stockholders, and our community, the 2022 Annual Meeting will be virtual and will be held entirely online via live webcast at https://meetnow.global/MJW2GVW. There will not be an option to attend the meeting in person. Please see “Attending the Virtual Annual Meeting” for more information.
Stockholders also will take action upon any other business that may properly come before the meeting.
Stockholders of record at the close of business on March 2, 2020February 28, 2022 are entitled to notice of and to vote at the meeting or any adjournments.
It is important that your shares be represented at the meeting. I urge you to vote promptly by using the Internet or telephone or by signing, dating and returning your proxy form.form in the envelope provided.
The accompanying proxy statement also is being used to solicit voting instructions for shares of Kimberly-Clark common stock that are held by the trustees of our employee benefit and share purchase plans for the benefit of the participants in the plans. It is important that participants in the plans indicate their preferences by using the Internet or telephone or by signing, dating and returning the voting instruction card, which is enclosed with the proxy statement, in the business reply envelope provided.
To attend in person,the meeting, please register by following the instructions on page 9.94.
| By Order of the Board of Directors. | March |
Alison M. Rhoten, Vice President, –Deputy
and
Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be Held on April 29, 2020
27, 2022:The Proxy Statement and proxy card, as well as our Annual Report on
Form 10-K for the year ended December 31, 2019,2021, are available athttp: https://www.kimberly-clark.com/investors.
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This section contains only selected information. Stockholders should
review the entire Proxy Statement before casting their votes.
Matters for Stockholder Voting
| Proposal | Description | Board voting recommendation | |||
| 1 | Election of directors | Election of | FOR all nominees | ||
| 2 | Ratification of auditor | Approval of the Audit Committee’s selection of Deloitte & Touche LLP as Kimberly-Clark’s independent auditor for | FOR | ||
| 3 | Say-on-pay | Advisory approval of our named executive officers’ compensation | FOR | ||
Company Overview
Kimberly-Clark (NYSE: KMB) and its trusted brands are an indispensable part of life for people in more than 175 countries. We are headquartered in Dallas, Texas with approximately 46,000 employees worldwide and operations in 34 countries. Fueled by ingenuity, creativity, and an understanding of people’s most essential needs, we create products that help individuals experience more of what’s important to them.
Our portfolio of brands includes Huggies, Kleenex, Scott, Kotex, Cottonelle, Poise, Depend, Andrex, Pull-Ups, GoodNites, Neve, Plenitud, Viva, Softex, Sweety and WypAll.
In 2021, we generated approximately 50 percent of our net sales in North America and approximately 50 percent in international markets. We have three reportable business segments - Personal Care, Consumer Tissue and K-C Professional – as shown below with 2021 net sales for each segment.
| Personal Care | Consumer Tissue | K-C Professional (KCP) | ||
● Diapers ● Training/Youth/Swim Pants ● Baby Wipes ● Feminine Care ● Incontinence Care | ● Bathroom Tissue ● Facial Tissue ● Paper Towels | ● Facial Tissue, Bathroom Tissue and Paper Towels for away-from-home use ● Wipers ● PPE and Safety Products | ||
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Refreshed Corporate Purpose
Inspired by how our team has performed in a very challenging environment, and as part of our broader transformation efforts, we launched a refreshed corporate purpose in 2021. Our new purpose – “Better Care for a Better World” – will help redefine and reinforce what care can mean for Kimberly-Clark. We feel fortunate to have the privilege to serve customers and consumers, build communities and careers and work to improve the lives of billions of people around the world. We believe the new purpose will also serve to refresh our employee value proposition and we are developing new ways of working centered on the purpose, with a focus on retention and recruitment.
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2019Corporate Governance
Board Succession Planning. The Board has demonstrated its commitment to refreshing the composition of the Board through the execution of a thoughtful and active long-term succession plan. In accordance with this plan, the Board has added nine new independent directors since 2015, including the new independent director nominated for election at the 2022 Annual Meeting of stockholders. Sylvia Burwell has global executive leadership experience managing large and complex organizations across the public and private sectors and currently serves as the President of American University. She will provide a diversity of background and viewpoint from her academic background and deep government experience as we execute our growth agenda.
In addition, in September 2021, our Board welcomed Deirdre Mahlan and Jaime Ramirez as directors. Ms. Mahlan has extensive experience in senior finance and general management roles, most recently from her nearly 20-year career at Diageo plc, where she rose to President of Diageo North America in 2015 after serving as the company’s Chief Financial Officer from 2010. Mr. Ramirez brings valuable international perspective from his leadership roles overseeing growth in emerging markets and currently serves as Executive Vice President and President, Global Tools and Storage for Stanley Black & Decker. Ms. Mahlan and Mr. Ramirez bring valuable expertise and perspective that further enhance the composition of our Board and will enable the continued successful oversight of our efforts to drive shareholder value.
Ian Read is not standing for re-election. Mr. Read will continue to serve as a director until the Annual Meeting. We would like to thank Mr. Read for his many years of service and substantial contributions to the Board, Kimberly-Clark and our stockholders.
| DIRECTOR NOMINEE EXPERIENCE IN PRIORITY AREAS | INDEPENDENT DIRECTOR NOMINEE TENURE |
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| 2022 Proxy Statement | 5 |
| Proxy Summary |
Governance Highlights. The Corporate Governance section beginning on page 9 describes our strong governance framework, which includes:
| Our Corporate Governance Profile | |
| Independent Lead Director | Stockholders have right to call special meetings – required ownership threshold lowered to 15% in 2021 |
| Independent Board committees | Proxy access rights |
| Annual Board and committee evaluations | Stockholder engagement policy and outreach program |
| Annually elected directors | Anti-Hedging and Pledging Policy |
| Independent directors meet without management present | Stock Ownership Guidelines for Directors and Executive Officers |
| Board and management succession planning | Outside Director Equity Awards Not Paid Out Until Retirement |
| Robust oversight of strategy and risk | Majority Voting in Director Elections |
Executive Compensation
Our compensation program for executive officers is designed to emphasize performance-based compensation in alignment with our business strategy.
| Program Highlights |
| A substantial majority of pay is performance-based and a majority is tied to our stock price performance |
| A substantial majority of long-term equity compensation is subject to specified financial targets over three-year performance period |
| Annual cash incentive plan includes performance goals based on achieving inclusion and diversity targets |
| Strong share ownership guidelines |
| Equity awards with anti-hedging and anti-pledging provisions |
| Robust clawback structure |
| No tax gross-ups |
| Double-trigger change-in-control policy |
2021 Performance and Compensation Highlights
The Management Development and Compensation Committee of our Board concluded that Kimberly-Clark’s management delivered financial performance in 20192021 that was abovebelow target from an overall perspective, as reflected in the financial metrics of our annual incentive program.
| Adjusted EPS, a non GAAP financial measure, is adjusted earnings per share. For details on how this measure is adjusted, see “Compensation Discussion and Analysis – Executive Compensation for 2021, 2021 Performance Goals, Performance Assessments and Payouts.” | |||||||||||
| Performance Measures | 2019 Results | 2019 Target | Adjusted EPS is adjusted earnings per share and Adjusted OPROS is adjusted operating profit return on sales. For details on how these measures are adjusted, see “Compensation Discussion and Analysis - Executive Compensation for 2019, 2019 Performance Goals, Performance Assessments and Payouts.” | 2021 Results | 2021 Target | ||||||
| Net sales | td8.45 billion | td8.13 billion | td9.4 billion | td0.1 billion | |||||||
| Adjusted EPS | $6.89 | $6.61 | $6.18 | $7.89 | |||||||
| Adjusted OPROS improvement | +78 bps | +60 bps | |||||||||
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| Proxy Summary |
Based on this performance, the Committee approved annual cash incentives for 2019 above2021 below the target amount, including an annual incentive payout for our Chief Executive Officer (CEO) of 13262 percent.
  | The chart at left shows the Total Shareholder Return for Kimberly-Clark, our Executive Compensation Peer Group (taken as a whole) and the S&P 500 for the previous five years, which reflects the value returned to our stockholders. |
Sustainability
Sustainability is at the center of our company and by 2030 we aspire to advance the well-being of one billion people through social programs and reduce our environmental footprint by half. We focus on the areas where we can make the biggest difference - climate, forests, water and plastics.
Each year, Kimberly-Clark publishes a Global Sustainability Report outlining our key strategies, initiatives and results in greater detail. Our report includes an addendum of material organized and presented in accordance with the Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board (SASB) Standards, and can be found on our website at www.kimberly-clark.com/esg. We continue to monitor best practices on reporting frameworks and in 2021 published a Task Force on Climate-related Financial Disclosures (TCFD)-aligned disclosure to enhance visibility to our climate risks and opportunities. Within our disclosure, we cover TCFD’s four core areas: governance, strategy, risk management, and metrics and targets.
As part of our commitment to building a diverse workforce, we have adopted the practice of disclosing our annual EEO-1 data on the Sustainability section of our website after our submission of the corresponding report to the U.S. Equal Employment Opportunity Commission.
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Corporate Governance
Board Succession Planning.In recent years the Board has demonstrated its commitment to refreshing the composition of the Board through the execution of a long-term succession plan by adding six new independent directors.
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Governance Highlights.The Corporate Governance section beginning on page 10 describes our governance framework, which includes:
In 2019, our Management Development and Compensation Committee enhanced our compensation clawback policy to address situations involving significant financial or reputational harm. For details, see “Compensation Discussion and Analysis - Additional Information about Our Compensation Practices - Compensation Clawback Policy.”
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Our Board Nominees
We believe our director nominees collectively possess the necessary experience and attributes to effectively guide our company and reflect the diversity of our global consumers.
| Name | Occupation | Independent | Memberships* | ||||||
| Michael D. Hsu Age: 57 Director Since: 2017 | Chairman of the Board and CEO Kimberly-Clark Corporation | E | 1 | ||||||
| President American University | ● | 0 | |||||||
| John W. Culver Age: 61 Director Since: 2020 | Group President, North America and Chief Operating Officer Starbucks Corporation | ● | A | 1 | |||||
| Robert W. Decherd Age: 70 Director Since: 1996 | Chairman, President and CEO | NCG (Chair), E | 1 | ||||||
| Mae C. Jemison, M.D. Age: 65 Director Since: 2002 | President The Jemison Group | ● | 0 | ||||||
Age: 65 Director Since: 2019 | Retired Chairman, Chase Commercial JPMorgan Chase & Co. | A | 1 | ||||||
| Deirdre A. Mahlan Age: 59 Director Since: September 2021 | Retired President, Diageo North America Diageo plc | ● | A | 1 | |||||
| Sherilyn S. McCoy Age: 63 Director Since: 2018 | Former CEO Avon Products, Inc. | ● | 3 | ||||||
| Christa S. Quarles | Corel Corporation | ● | MDC, NCG | 1 | |||||
Director Since: September 2021 | EVP and Stanley Black & Decker | ● | A | 0 | |||||
| Dunia A. Shive Age: 61 Director Since: 2019 | Former CEO and President Belo Corp. | A (Chair), E | 3 | ||||||
| Mark T. Smucker Age: 52 Director Since: 2019 | President and CEO The J.M. Smucker Company | A | 1 | ||||||
| Michael D. White Age: 70 Director Since: 2015 | Former Chairman, President and CEO DIRECTV | ● | E (Chair) | 2 |
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Nancy J. Karch and Marc J. ShapiroIan Read, who will not stand for re-election to the Board of Directors when their terms expirehis term expires at this year’s Annual Meeting. Ms. Karch currently serves as Chair of the Nominating and Corporate Governance Committee and a member of the Executive Committee and Mr. ShapiroMeeting, currently serves as a member of the Management Development and Compensation Committee and the Nominating and Corporate Governance Committee.
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Information About OurAnnual Meeting
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Election of Directors.A director nominee will be elected if he or she receives a majority of the votes cast at the meeting in person or by proxy. If any nominee does not receive a majority of the votes cast, then that nominee will be subject to the Board’s policy regarding resignations by directors who do not receive a majority of “for” votes.
Election of Directors.Abstentions will have no impact on the outcome of the vote. They will not be counted for the purpose of determining the number of votes cast or as votes “for” or “against” a nominee.
Other Proposals.Abstentions will be counted:
Routine Matters.If your shares are held through a broker and you do not instruct the broker on how to vote your shares, your broker may choose to leave your shares unvoted or to vote your shares on routine matters. “Proposal 2. Ratification of Auditor” is the only routine matter on the agenda at this year’s Annual Meeting.
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Preregistration.In order to attend the Annual Meeting, you must preregister by emailing stockholders@kcc.com by 5:00 p.m. Central Time on April 24, 2020 to confirm that you or your proxy holder or representative plan to attend. If you hold your shares in street name, your preregistration email must include proof of ownership as of the record date. Acceptable forms of proof of ownership include your Notice of Internet Availability of Proxy Materials, your proxy card or voting instruction form if you received one, or an account or brokerage statement showing share ownership as of the record date. If your proxy holder or representative will attend, your preregistration email must also include the name of the proxy holder or representative and a valid proxy authorizing the proxy holder or representative to act on your behalf.
Kimberly-Clark will bear all costs of this proxy solicitation, including the cost of preparing, printing and delivering materials, the cost of the proxy solicitation and the expenses of brokers, fiduciaries and other nominees who forward proxy materials to stockholders. In addition to mail and electronic means, our employees may solicit proxies by telephone or otherwise. We have retained D. F. King & Co., Inc. to aid in the solicitation at a cost of approximately $20,000 plus reimbursement of out-of-pocket expenses.
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Our governance structure and processes are based on a number of important governance documents including our Code of Conduct, Certificate of Incorporation, Corporate By-Laws, Corporate Governance Policies and our Board Committee Charters. These documents, which are available in the Investors section of our website at www.kimberly-clark.com, guide the Board and our management in the execution of their responsibilities.
Kimberly-Clark believes that there is a direct connection between good corporate governance and long-term, sustained business success, and we believe it is important to uphold sound governance practices. As such, the Board reviews its governance practices and documents on an ongoing basis, considering changing regulatory requirements, governance trends and issues raised by our stockholders. After careful evaluation, we may periodically make changes to maintain or enhance current governance practices and promote stockholder value.
The Board has established a leadership structure that allocates responsibilities between our Chairman of the Board and Chief Executive Officer (CEO)CEO and our Lead Director. The Board believes that this allocation provides for dynamic Board leadership while maintaining strong independence and oversight.
Consistent with this leadership structure, at least once a quarter our Lead Director, who is an independent director, chairs executive sessions of our non-management directors. Members of our senior management team do not attend these sessions.
Chairman and Chief Executive OfficerCEO Positions
The Board’s current view is that a combined Chairman and CEO position, coupled with a predominantly independent board and a proactive, independent Lead Director, promotes candid discourse and responsible corporate governance. Mr. Hsu serves as Chairman of the Board and CEO. The Board believes Mr. Hsu has demonstrated the leadership and vision necessary to lead the Board and Kimberly-Clark. Accordingly, Mr. Hsu serves in this combined role at the pleasure of the Board without an employment contract. As Mr. Hsu is not an independent director, the Board continues to believe it is appropriate for the independent directors to elect an Independent Lead Director.
Lead Director
Mr. ReadWhite has served as Independent Lead Director since 2017.April 2020. Our Corporate Governance Policies outline the significant role and responsibilities of the Lead Director, which include:
 | Chairing the Executive Committee |
| Chairing executive sessions at which non-management directors meet outside management’s presence, and providing feedback from such sessions to the |
| Coordinating the activities of the Independent Directors |
| Providing input on and approving the agendas and schedules for Board meetings |
| Leading (with the Chairman of the Nominating and Corporate Governance Committee) the annual Board evaluation |
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| Corporate GovernanceBoard |
| Leading (with the Chairman of the Management Development and Compensation Committee) the Board’s review and discussion of the |
| Providing feedback to individual directors following their individual evaluations |
| Speaking on behalf of the Board and chairing Board meetings when the |
| Acting as a direct conduit to the Board for stockholders, employees and others according to the Board’s policies |
Our By-Laws provide that a majority of our directors must be independent (“Independent Directors”). We believe our independent board helps ensure good corporate governance and strong internal controls.
Our Corporate Governance Policies, as adopted by the Board, provide independence standards consistent with the rules and regulations of the SEC and the listing standards of the New York Stock Exchange (“NYSE”). Our independence standards can be found in Section 7 of our Corporate Governance Policies.
The Board has determined that all directors and nominees, except for Michael D. Hsu, are Independent Directors and meet the independence standards in our Corporate Governance Policies. In addition, the Board previously reviewed the independence of former directors John F. Bergstrom and James M. Jenness,director Abelardo E. Bru, who did not stand for re-election at our 20192021 Annual Meeting, and found that Mr. Bergstrom and Mr. Jenness wereBru was also independent. Thomas J. Falk, who served as our Executive Chairman throughout 2019, was not independent. In making these determinations, the Board considered the following:
The NYSE listing standards and our own Corporate Governance Policies establish certain levels at which transactions are considered to have the potential to affect a director’s independence. The transactions listed above all fall below these levels. Under our Corporate Governance Policies, certain relationships were considered immaterial and therefore were not considered by the Board in determining independence.
The Board of Directors met sevensix times in 2019.2021. All of the directors attended in excess of75of 75 percent of the total number of meetings of the Board and the committees on which they served.
All of our directors are encouraged to attend our annual meeting of stockholders. All of our directors attended the 20192021 Annual Meeting.
Table of ContentsBoard Committees
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The standing committees of the Board include the Audit Committee, Management Development and Compensation Committee, Nominating and Corporate Governance Committee, and Executive Committee. In compliance with applicable NYSE corporate governance listing standards, the Board has adopted charters for all Committees except the Executive Committee.
Our Committee charters are available in the Investors section of our website at www.kimberly-clark.com.
As set forth in our Corporate Governance Policies, the Audit, Management Development and Compensation, and Nominating and Corporate Governance Committees all have the authority to retain independent advisors and consultants, with all costs paid by Kimberly-Clark.
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| Corporate Governance Board Committees |
Audit Committee
Other members: |
The Board has determined that each Audit Committee memberof Messrs. Maclin and Smucker and Mmes. Mahlan and Shive is an “audit committee financial expert” under SEC rules and regulations. In addition, all Audit Committee members satisfy the NYSE’s financial literacy requirements and qualify as Independent Directors under the rules of the SEC and the NYSE, as well as under our Corporate Governance Policies. See “Corporate Governance - Director Independence” for additional information on Independent Directors.
No member of the Audit Committee serves on the audit committees of more than three public companies and under our Audit Committee Charter, no Committee member is permitted to do so.
During 20192021 the Committee met eightnine times.
The Committee’s principal functions, as specified in its charter, include:
| Overseeing: |
 | the quality and integrity of our financial statements | |
| our compliance programs | |
| the independence, qualification and performance of our independent auditor | |
| the performance of our internal auditor | |
| Selecting and engaging our independent auditor, subject to stockholder ratification |
| Pre-approving all audit and non-audit services that our independent auditor provides |
| Reviewing the scope of audits and audit findings, including any comments or recommendations of our independent auditor |
| Establishing policies for our internal audit programs |
| Overseeing the company’s risk management program (including risks related to data privacy, cybersecurity, business continuity, IT operational resilience and |
Committee Report
For additional information about the Audit Committee’s oversight activities in 2019,2021, see “Proposal 2.Ratification2. Ratification of Auditor - Audit Committee Report.”
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 | Corporate GovernanceBoard Committees |
Management Development and Compensation Committee
Other members: Mae C. Jemison, M.D., |
Each member of this Committee is an Independent Director under the rules of the SEC and the NYSE, as well as under our Corporate Governance Policies. The Committee met fivefour times in 2019.2021.
The Committee’s principal functions, as specified in its charter, include:
| Establishing and administering the policies governing annual compensation and long-term compensation, including stock option awards, restricted stock awards and restricted share unit awards, such that the policies are designed to align compensation with our overall business strategy and performance |
| Setting, after an evaluation of his overall performance, the compensation level of the |
| Approving, in consultation with the |
| Overseeing: |
| leadership development for senior management and future senior management candidates | |
| a periodic review of our long-term and emergency succession planning for the | |
| key organizational effectiveness and engagement policies | |
| Reviewing |
| Annually reviewing our compensation policies and practices for the purpose of mitigating risks arising from these policies and practices that could reasonably have a material adverse effect |
Roles of the Committee and the CEO in Compensation Decisions
Each year, the Committee reviews and sets the compensation of the officers that are elected by the Board (our “elected officers”), including our Chief Executive OfficerCEO and our other executive officers. The Committee’s charter does not permit the Committee to delegate to anyone the authority to establish any compensation policies or programs for elected officers, including our executive officers. With respect to officers that have been appointed to their position (our “non-elected officers”), our Chief Executive OfficerCEO has the authority to establish compensation programs and to approve equity grants. However, only the Committee may make grants to elected officers, including our executive officers.
Our Chief Executive OfficerCEO makes a recommendation to the Committee each year on the appropriate target annual compensation for each of the other executive officers (other than for our Executive Chairman in 2019).officers. The Committee makes the final determination of the target annual compensation for each executive officer, including our Chief Executive Officer.CEO. While our Chief Executive Officer,CEO and Chief Human Resources Officer and Executive Chairman (in 2019) typically attend Committee meetings, none of the other executive officers is present during the portion of the Committee’s meetings when compensation for executive officers is set. In addition, neither our Chief Executive Officer nor our Executive Chairman (in 2019)CEO is not present during the portion of the Committee’s meetings when his compensation is set.
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| Corporate Governance Board Committees |
Use of Compensation Consultants
The Committee’s charter authorizes it to retain advisors, including compensation consultants, to assist it in its work. Thework.The Committee believes that compensation consultants can provide important market information and perspectives that can help it determine compensation programs that best meet the objectives of our compensation policies. In selecting a consultant, the Committee evaluates the independence of the firm as a whole and of the individual advisors who will be working with the Committee.
Independent Committee Consultant.In 2019,2021, the Committee retained Semler Brossy Consulting Group as its independent executive compensation consultant. According to the Committee’s written policy, the independent Committee consultant provides services solely to the Committee and not to Kimberly-Clark. Semler Brossy has no other business relationship with Kimberly-Clark and receives no payments from us other than fees for services to the Committee. Semler Brossy reports directly to the Committee, and the Committee may replace it or hire additional consultants at any time. A representative of Semler Brossy attends Committee meetings and communicates with the Chairman of the Committee between meetings from time to time.
The scope of Semler Brossy’s engagement in 20192021 included:
| Conducting a review of the competitive market data (including base salary, annual incentive targets and long-term incentive targets) for our executive officers, including our |
| Reviewing and commenting, as requested by the Committee, on recommendations by management and Mercer Human Resource Consulting (“Mercer”) concerning executive compensation programs, including program changes and redesign, special awards, change-of-control provisions, our executive compensation peer group, any executive contract provisions, promotions, retirement and related items |
| Reviewing and commenting on the Committee’s report for the proxy statement |
| Attending Committee meetings |
| Periodically consulting with the Chairman of the Committee |
During 2019,2021, at the request of the Committee, a representative of Semler Brossy attended allfour Committee meetings.
Kimberly-Clark Consultant.To assist management and the Committee in assessing our compensation programs and determining appropriate, competitive compensation for our executive officers, Kimberly-Clark annually engages an outside compensation consultant. In 2019,2021, it retained Mercer for this purpose. Mercer has provided consulting services to Kimberly-Clark on a wide variety of human resources and compensation matters, both at the officer and non-officer levels. During 2019,2021, Mercer provided advice and counsel on various matters relating to executive and director remuneration, including the following services:
| Assessing our executive compensation peer group and recommending changes as necessary |
| Assessing compensation levels within our peer group for executive officer positions and other selected positions |
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| Reviewing historic and projected performance for peer group companies under the metrics we use in our annual and long-term incentive plans |
| Assisting in incentive plan design and modifications, as requested |
| Providing market research on various issues as requested by management |
| Preparing for and participating in Committee meetings, as requested |
| Reviewing the Compensation Discussion and Analysis section of the proxy statement and other disclosures, as requested |
| Consulting with management on compensation matters |
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| Corporate Governance Board Committees |
Committee Assessment of Consultant Conflicts of Interest.The Committee has reviewed whether the work provided by Semler Brossy and Mercer represents any conflict of interest. Factors considered by the Committee include: (1) other services provided to Kimberly-Clark by the consultant; (2) what percentage of the consultant’s total revenue is made up of fees from Kimberly-Clark; (3) policies or procedures of the consultant that are designed to prevent a conflict of interest; (4) any business or personal relationships between individual consultants involved in the engagement and Committee members; (5) any shares of Kimberly-Clark stock owned by individual consultants involved in the engagement; and (6) any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement. Based on its review, the Committee does not believe that any of the compensation consultants that performed services in 20192021 has a conflict of interest with respect to the work performed for Kimberly-Clark or the Committee.
Committee Report
The Committee has reviewed the “Compensation Discussion and Analysis” section of this proxy statement and has recommended that it be included in this proxy statement. The Committee’s report is located at “Compensation Discussion and Analysis — Management Development and Compensation Committee Report.”
Nominating and Corporate Governance Committee
Chair: Other Members: Mae C. Jemison, M.D., |
Each member of this Committee is an Independent Director under the rules of the SEC and the NYSE, as well as under our Corporate Governance Policies. The Committee met fourfive times in 2019.2021.
The Committee’s principal functions, as specified in its charter, include the following:
| Maintaining and reviewing a Board succession plan |
| Overseeing the process for Board nominations |
| Advising the Board on: |
| Board organization, membership, function, performance and compensation | |
| committee structure and membership | |
| policies and positions regarding significant stockholder relations issues | |
| Overseeing corporate governance matters, including developing and recommending to the Board changes to our Corporate Governance Policies |
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| Reviewing director independence standards and making recommendations to the Board with respect to the determination of director independence |
| Monitoring and recommending improvements to the Board’s practices and procedures |
| Reviewing stockholder proposals and considering how to respond to them |
| Overseeing matters relating to Kimberly-Clark’s corporate social responsibility and sustainability activities and providing input to management on these programs and their effectiveness |
| Overseeing the Corporation’s public policy activities, including political contributions and lobbying activities |
The Committee, in accordance with its charter and our Certificate of Incorporation, has established criteria and processes for director nominations, including those proposed by stockholders. Those criteria and processes are described in “Proposal 1. Election of Directors - Process and Criteria for Nominating Directors,” “Other Information - Stockholder Director Nominees for Inclusion in Next Year’s Proxy Statement” and “Other Information - Stockholder Director Nominees Not Included in Next Year’s Proxy Statement.”
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| Corporate Governance Stockholder Rights |
Executive Committee
Other Members: |
The Committee did not meetmet two times in 2019.2021.
The Committee’s principal function is to exercise, when necessary between Board meetings, the Board’s powers to direct our business and affairs.
None of the members of the Management Development and Compensation Committee is a current or former officer or employee of Kimberly-Clark. No interlocking relationship exists between the members of our Board of Directors or the Management Development and Compensation Committee and the board of directors or compensation committee of any other company.
Proxy Access By-Law.Eligible stockholders may nominate candidates for election to the Board under our “proxy access” By-Law. Proxy access candidates will be included in our proxy materials. The proxy access By-Law permits a stockholder, or a group of up to 20 stockholders, owning three percent or more of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials directors constituting up to two individuals or 20 percent of the Board (whichever is greater).
Stockholders who wish to nominate directors under our proxy access By-Law should follow the instructions under “Other Information - Stockholder Director Nominees for Inclusion in Next Year’s Proxy Statement.”
Special Stockholder Meetings.Our Certificate of Incorporation allows the holders of 2515 percent or more of our issued and outstanding shares of capital stock to request that a special meeting of stockholders be called, subject to procedures and other requirements set forth in our By-Laws.
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Board Policy on Stockholder Rights Plans.We do not have a “poison pill” or stockholder rights plan. If we were to adopt a stockholder rights plan, the Board would seek prior stockholder approval of the plan unless, due to timing constraints or other reasons, a majority of Independent Directors of the Board determines that it would be in the best interests of stockholders to adopt a plan before obtaining stockholder approval. If a stockholder rights plan is adopted without prior stockholder approval, the plan must either be ratified by stockholders or must expire, without being renewed or replaced, within one year. The Nominating and Corporate Governance Committee reviews this policy statement periodically and reports to the Board on any recommendations it may have concerning the policy.
Simple Majority Voting Provisions.Our Certificate of Incorporation does not include supermajority voting provisions.
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| Corporate Governance Our Approach to Sustainability |
The Board has established a process by which stockholders and other interested parties may communicate with the Board, including the Lead Director. That process can be found in the Investors section of our website at www.kimberly-clark.com.
Under our stockholder engagement policy, set forth in our Corporate Governance Policies, stockholders who wish to meet directly with members of our Board may send a meeting request to our Lead Director who will consider the request in consultation with the Corporate Secretary. Requests should include information about the requesting party (including the number of shares held), the reason for requesting the meeting and the topics to be discussed.
Each year
In 2021, we meetcontinued our focus on regularly engaging with investors to understand their perspectives on corporate governance matters, including executive compensation, board composition and refreshment and corporate social responsibility and sustainability.a variety of topics. This process ensureshelps ensure that management and the Board understand and consider the issues that matter most to our stockholders and enables the companyus to address them effectively. During 2019, we offered meetingsWe reached out to stockholders representing more thanapproximately 50 percent of our common stock and held numerous discussions.engaged with stockholders representing approximately 17 percent of our common stock. We discussed many key topics, including our response to managing through the continuing COVID-19 pandemic and our refreshed corporate purpose, our approach to director refreshment, our commitment to inclusion and diversity, our corporate governance practices, including the recent reduction of our special meeting ownership threshold from 25 percent to 15 percent, significant enhancements to our corporate social responsibility and sustainability disclosures and our executive compensation program.
Investors continued to express broad support for our governance structures and executive compensation program and shared their views on matters related to shareholder rights and our independent, well-qualified Board. Further, investors highlighted the importance of continuing our ongoing engagement with them on corporate responsibility and sustainability initiatives. Our corporate governance profile, executive compensation programs, and corporate governance profilesustainability initiatives reflect the input of stockholders from our outreach efforts.
Everything we do at Kimberly-Clark is connected to our visionambition and purpose to lead the world in essentialsprovide better care for a better life. We striveworld. Our teams are working to deliver onprovide the best experiences for our value of caring forconsumers, customers and the communities where we livework and live. We are committed to doing our part to work -so the environment around usto safeguard natural systems, tackle inequality, and thelift up people we serve will have a brighter future.
In 2020, we refined our Sustainability strategy to look further ahead to 2030 and sharpen our focus on areas where we believe we can make the greatest difference. We challenged ourselves to reset our ambition level to drive action that we believe is proportionate to the challenges and opportunities that lie ahead. Our new ambition is to improve the lives and well-being of one billion people in underserved and vulnerable communities globally, with the smallest environmental footprint.
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| Corporate GovernanceOur Approach to Sustainability |
 | 2030 Goal | |||
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 Social Impact | ||||
 Plastics Footprint | Deliver solutions that incorporate more renewable materials and materials that can be regenerated after use. | Reduce plastics footprint by 50%. | ||
 Forests Footprint | Address the climate and biodiversity crises by reducing reliance on fiber from natural forests. | Reduce Natural Forest Fiber footprint by 50%. | ||
 Carbon Footprint | Increase energy efficiency while seeking lower carbon solutions. | Reduce absolute greenhouse gas (GHG) emissions (Scopes 1 and 2) by 50% over 2015 base year. Reduce value chain emissions (Scope 3) by 20%.* | ||
 Water Footprint | Reduce water use at sites in watershedsunder stress while supportingcommunity-based water programs. | Reduce water footprint in water-stressed areas by 50%. |
| * | Reduction target is focused on emissions from the Greenhouse Gas Protocol’s Scope 3 Category 1 (Purchased Goods and Services) and Category 12 (End of Life Treatment of Sold Products). |
Our sustainability program is not only good for our communities and the environment, but it is also good for our business. Our sustainability program provides cost savings, provides us with a more resilient supply chain for the long-term, grows brand equity and provides opportunities for more meaningful employee and consumer engagement.
Board Oversight and Governance.Our Board has established and approved the framework for our sustainability-related policies and procedures, including environmental stewardship, energy and climate, fiber sourcing, waste and water management, product safety, charitable contributions, human rights, labor, and diversityinclusion and inclusiondiversity in employment. As part of their oversight roles, the Board and the Nominating and Corporate Governance Committee receive regular reports from management on these topics, our goals and our progress toward achieving them.
Our Board oversees risk management, including risks related to environmental issues, including climate-related risks and opportunities, and social issues. The Board is focused on our long-term business strategy, including fostering sustainability-driven innovations, and incorporates our sustainability risks and opportunities into its overall strategic decision-making. Sustainability risk areas for our company include shifting customer and consumer preferences toward sustainable choices,products, increasing regulation and mandates related to single-use plastics and climate emissions, supply chain risks related to water security and deforestation and the cost of energy we usethe commodities and natural resources required to make and market our products.
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| Corporate GovernanceOur Approach to Sustainability |
Recent Results.In 2019,2021, we published our progress three yearsone year into our Sustainability 20222030 program, through 2018, which included significant progress against our goals.goals in 2020. Highlights from 2018 include:
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| Combated stigmas and period poverty with menstrual hygiene education and donations of 12 million period products to those in need |
| Achieved absolute GHG reduction of 32.1 percent in Scope 1 and 2 emissions and 3 percent reduction in Scope 3 emissions from our 2015 base year |
| Reduced use of fiber from natural forest landscapes by |
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Our energy andProgress toward our climate goals were accelerated byover the past several years through a combination of conservation and alternative energy projects. Over the past three years, we have executed more than 400 energy conservation, alternative/renewable energy projects and deployed leanmanufacturing footprint optimization. In 2020, despite the project resource restrictions associated with the COVID-19 pandemic, we were able to deliver Scope 1 & 2 GHG emissions reductions of over 200,000 MTCO2e. This result was primarily driven by larger alternative and renewable energy projects at 37 sites. We also implemented six alternative energy projects around biomass boilers, lower GHG emitting fuels and cogeneration. The electricity produced becauseproject executions that represented just over 60 percent of the company’s virtualreduction. The largest single contributor to the reduction came from our Chester, Pennsylvania facility and the startup of a new combined heat and power purchase agreements with two wind farms offset 99% of(CHP) cogeneration plant that enabled the electricity purchasedtransition away from coal-based fuel to 100 percent natural gas consumption. This reduced the facility’s GHG emission by its Kimberly-Clark Professional manufacturing sites in the United States.40 percent (vs a 2018 baseline).
In response to meeting our energysummer of 2020, we announced new climate targets, which have been validated with the Science-Based Targets Initiative. These include a 50 percent reduction in Scope 1 + 2 GHG emissions and climate goals early, we determined to double our GHG20 percent reduction targetin Scope 3 greenhouse gas emissions from 20% to 40% reductionPurchased Goods and Services and End of Life Treatment of Sold Products categories by 2022.2030 (vs a 2015 base year).
Sustainability Reporting.Each year, Kimberly-Clark publishes oura Global Sustainability Report outlining our key strategies, initiatives and results in greater detail. Our report isincludes an addendum of material organized and presented in accordance with the Global Reporting Initiative (GRI) and Sustainability ReportingAccounting Standards Board (SASB) Standards, and can be found on our website at www.kimberly-clark.com.www.kimberly-clark.com/esg. We continue to monitor best practices on reporting frameworks including the emerging trend towards reporting aligned with standards of the Sustainability Accounting Standards Board (SASB) and thein 2021 published a Task Force on Climate-related Financial Disclosures (TCFD). We regularly engage with key stakeholders on this issue.-aligned disclosure to enhance visibility to our climate risks and opportunities. Within our disclosure, we cover TCFD’s four core areas: governance, strategy, risk management, and metrics and targets.
Stakeholder Engagement and Recognition.In setting our sustainability priorities and implementing our program,programs, we continue to engage key external stakeholders. We maintainare supported by an independent Sustainability Advisory Board with external members tothought leaders who provide guidance on key governance, social and environmental issues to inform our sustainability priories and programs.
issues. We also routinely engage our stockholders on the topic of sustainability through our governance engagement program and regular investor meetings. In these meetings, we often discuss sustainability topics relevant to our business, ourand priorities and the impactrelevant to our business.
External partnerships also play an important role in our sustainability results. In 2018, Kimberly-Clark’s consumerprograms. For example, we are a signatory to the U.K. and professional businesses signed on to Wrap UK’sU.S. Plastics Pact,Pacts and we serve as members of the company joinedsteering committee for Ocean Conservancy’s Trash Free Seas Alliance as members of the steering committee.Alliance. In addition, the company continued to fosterwe have strong relationships with World Wildlife Fund (WWF) and the Forest Stewardship Council® (FSC®(FSC®) and used, with many of our tissue products around the partnership to build consumer awareness of responsible forestry practices.world proudly displaying the FSC marks.
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Our sustainability program continues to receive strong recognition from our external stakeholders. 2019 highlights included:Most recent rankings include:
| CDP (formerly Carbon Disclosure Project) |
| FTSE4Good Index Series - |
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| US Environmental Protection Agency’s SmartWay Excellence Award |
Recent Events Related to COVID-19
Throughout the COVID-19 pandemic, our priority has been the safety of our employees and consumers. We have continued to take extra precautions globally at our office, mill and distribution center operations, which were developed in line with guidance from global health authorities, including remote work and flexible arrangements, as well as social distancing, thermal scanning and partitions in our facilities. As we faced these challenging moments, we remained focused on living our values, guided by our value of caring – for our people, our consumers, and importantly, for those most in need.
The macro business environment experienced unprecedented volatility in 2021 related to the continuing effect the global COVID-19 pandemic has had on supply and demand dynamics. The pandemic has caused significant input cost inflation and worldwide supply chain disruption, and we are incredibly proud of the great teamwork exhibited by our approximately 46,000 employees around the world who are doing their best to provide a steady supply of product. Throughout this difficult environment, we have continued to invest in our brands and capabilities, and we believe we made good progress in 2021 executing our strategies for long-term success.
Inclusion and Diversity
By leading with inclusion, we plan to deliver on our purpose of Better Care for a Better World as we work to become a global organization that looks and thinks like the people who use (and have yet to use) our essential products.
Our Board of Directors and Leadership. Our Board remains committed to multiple dimensions of diversity. We believe that having a Board that is representative of our customer, consumer, employee and stockholder base is an important element of our leadership and gives us a competitive advantage. In 2021,
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| Corporate Governance Our Approach to Sustainability |
Our Strategy and Engagement. In 2021, we continued to deliver on our global inclusion and diversity strategy through a four-pillar approach focused on the following key elements:
| Create Community: Develop a Kimberly-Clark community whose deepened understanding and daily actions drive inclusion, embrace diversity, and empower authenticity. |
| Leverage Leadership: Raise the standard, expecting our leaders to act as cultural enablers who build diverse, high-performing teams and infuse inclusion into decision-making and the workplace experience. |
| Empower Employees: Empower talent to thrive, and embrace hiring, promotion, and development practices that reflect our diverse consumer base. |
| Accelerate Action: Integrate inclusion and diversity into everything we do, using our strength to combat inequities for our people, our consumers, and our communities around the world – to make lives better today and tomorrow. |
Our business success is tied to cultivating workplaces, communities, and experiences where inclusion and diversity are evident and thriving. Building on our momentum of 2020, we held our second annual Global Inclusion Week in 2021, engaging over 59 countries over 5 days to activate a culture of inclusion & diversity.
Aligned with our value of Growing Our People, we introduced our Activating Inclusive Leadership initiative geared towards enhancing inclusion and diversity capabilities within our Global Team Leader population. To date, approximately 70 percent of all Kimberly-Clark leaders have completed this requisite training where they reflect on and learn how to lead with conscious inclusion, with the objective of infusing it into how we work, enabling better business decisions and empowering employees to build an inclusive culture. We believe inclusion is a strategic capability we must build from the inside out. By embedding inclusion into our ways of working, we will co-create and innovate in new ways while seeking to ensure that everyone is treated with dignity, recognized for their abilities, and valued for who they are.
Our Workforce and Transparency. As part of our commitment to building a diverse workforce, we have expanded our focus from women in senior leadership roles to now include a focus on women in all management roles globally. Similarly, we applied the same expanded focus to now include people of color in all management roles in the United States. This remains a prioritized element of our strategic business plan and our annual incentive plan for our leadership, as described further in “Compensation Discussion and Analysis.” We continue to provide transparent updates on our progress, disclosing our results in our Sustainability Report and included below.
It is our practice to disclose our annual EEO-1 data on the Sustainability section of our website after our submission of the corresponding report to the U.S. Equal Employment Opportunity Commission.
| Full-time Employee Diversity | 2010 | 2011 | 2012 | 2013 | 2014 | 2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | ||||||||||||
| Women | 29.9% | 30.1% | 31.0% | 35.6% | 31.8% | 32.8% | 31.8% | 30.5% | 30.0% | 30.9% | 31.1% | 30.8% | ||||||||||||
| Women in management | 27.3% | 28.6% | 29.3% | 30.3% | 31.1% | 32.0% | 33.0% | 33.8% | 33.4% | 34.2% | 35.0% | 36.8% | ||||||||||||
| People of Color (U.S.) | 18.0% | 18.0% | 19.0% | 19.0% | 18.0% | 19.0% | 19.0% | 19.0% | 19.0% | 21.0% | 21.1% | 21.8% | ||||||||||||
| People of Color in management (U.S.) | 10.9% | 11.3% | 11.7% | 13.7% | 12.2% | 12.7% | 13.2% | 13.9% | 16.0% | 17.9% | 18.9% | 19.6% |
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| Corporate Governance Other Corporate Governance Policies and Practices |
Corporate Governance Policies.The Board of Directors has adopted Corporate Governance Policies which guide Kimberly-Clark and the Board on matters of corporate governance, including: director responsibilities, Board committees and their charters, director independence, director compensation, performance assessments of the Board and individual directors, Board succession planning, confidentiality and conflicts of interest, director commitments, director orientation and education, director access to management, Board access to outside financial, business and legal advisors, management development and succession planning, and Board interaction with stockholders. Our Corporate Governance Policies provide for retirement at age 72. The Board monitors emerging issues and amends these policies from time to time as rules and regulations change and governance practices develop. To see the policies, go to the Investors section of our website at www.kimberly-clark.com.
Board and Committee Evaluations.The Board conducts annual self-evaluations to determine whether it and its committees are functioning effectively and whether its governing documents continue to remain appropriate. Each Board member is periodically evaluated on an individual basis. The process is designed and overseen by our Lead Director and our Nominating and Corporate Governance Committee, and the results of the evaluations are discussed by the full Board.
Each committee annually reviews its own performance and assesses the adequacy of its charter, and reports the results and any recommendations to the Board. The Nominating and Corporate Governance Committee oversees and reports annually to the Board its assessment of each committee’s performance evaluation process.
Board Succession Planning.Our Nominating and Corporate Governance Committee maintains and reviews a succession plan for the Board, as described in “Proposal 1. Election of Directors -ProcessDirectors-Process and Criteria for Nominating Directors.”
Code of Conduct.Kimberly-Clark has a Code of Conduct that applies to all of our directors, executive officers and employees, including our Chief Executive Officer,CEO, Chief Financial Officer and Vice President and Controller. It is available in the Investors section of our website at www.kimberly-clark. com.www.kimberly-clark.com. Any amendments to or waivers of our Code of Conduct applicable to our Chief Executive Officer,CEO, Chief Financial Officer or Vice President and Controller will also be posted at that location. It is our policy that any waiver of our Code of Conduct for executive officers or directors may be made only by our Board or a committee of our Board.
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Board and Management Roles in Risk Oversight.The Board is responsible for providing risk oversight with respect to our operations. In connection with this oversight, the Board particularly focuses on our strategic and operational risks, as well as related risk mitigation. In addition, the Board reviews and oversees management’s response to key risks facing Kimberly-Clark.
The Board’s committees review particular risk areas to assist the Board in its overall risk oversight of Kimberly-Clark:
| The Audit Committee oversees our risk management program, with a particular focus on our internal controls, compliance programs, financial statement integrity and fraud risks, data privacy, cybersecurity, business continuity, IT operational resilience and |
| The Management Development and Compensation Committee reviews the risk profile of our compensation policies and practices. This process includes a review of an assessment of our compensation programs, as described in “Compensation Discussion and Analysis — Analysis of Compensation-Related Risks.” |
| The Nominating and Corporate Governance Committee monitors risks relating to governance matters and recommends appropriate actions in response to those risks. In addition, it provides oversight of our |
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| Corporate Governance Other Corporate Governance Policies and Practices |
Complementing the Board’s overall risk oversight, our senior executive team identifies and monitors key enterprise-wide and business unit risks, providing the basis for the Board’s risk review and oversight process. We have a Global Risk Oversight Committee, consisting of management members from core business units and from our finance, treasury, global risk management, legal, internal audit, human resources and supply chain functions. This committee identifies significant risks for review and updates our policies for risk management in areas such as hedging, foreign currency and country risks, product liability, property and casualty risks, data privacy and cybersecurity risks, and supplier and customer risks. The Board believes the allocation of risk management responsibilities described above supplements the Board’s leadership structure by allocating risk areas to an appropriate committee for oversight, allows for an orderly escalation of issues as necessary, and helps the Board satisfy its risk oversight responsibilities.
Information Security. Given the importance of information security and privacy to our stakeholders, the Audit Committee receives regular quarterly reports from our Chief Information Officer and our Chief Information Security Officer covering our program for managing information security risks, including data privacy and data protection risks. We internally follow the National Institute of Standards and Technology cybersecurity framework (NIST CSF) to assess the maturity of our cybersecurity programs. Our robust information security training program for employees includes:
| Information security concepts included in our mandatory onboarding Code of Conduct training for all employees |
| Annual information security awareness training for all office workers with a focus on timely, risk-based topics that align to corporate initiatives |
| Monthly phishing drills with global participation |
| An annual Cyber Security Awareness Month (CSAM) event consisting of educational opportunities and activities for all employees, including internal and external speakers and presentations |
| Table-top exercises with senior leaders covering ransomware and third-party threats |
We maintain an information security insurance policy that provides coverage for security breaches.
Whistleblower Procedures.The Audit Committee has established procedures for receiving, recording and addressing any complaints we receive regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission, by our employees or others, of any concerns about our accounting or auditing practices. We also maintain a toll-free Code of Conduct telephone helpline and a website, each allowing our employees and others to voice their concerns anonymously.
Chief Ethics and Compliance Officer.Our Vice President and Chief Ethics and Compliance Officer oversees our compliance programs. His duties include: regularly updating the Audit Committee on the effectiveness of our compliance programs, providing periodic reports to the Board, and working closely with our various compliance functions to promote coordination and sharing of best practices across these functions.
Management Succession Planning.In conjunction with the Board, the Management Development and Compensation Committee is responsible for periodically reviewing the long-term management development plans and succession plans for the Chief Executive OfficerCEO and other key officers, as well as the emergency succession plan for the Chief Executive OfficerCEO and other key officers if any of these officers unexpectedly becomes unable to perform his or her duties.
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Disclosure Committee.We have established a Disclosure Committee to assist in fulfilling our obligations to maintain disclosure controls and procedures and to coordinate and oversee the process of preparing our periodic securities filings with the SEC. This committee is composed of members of management and is chaired by our Vice President and Controller.
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| Corporate Governance Other Corporate Governance Policies and Practices |
No Executive Loans.We do not extend loans to our executive officers or directors, and, therefore, do not have any such loans outstanding.
Charitable Contributions.The Nominating and Corporate Governance Committee has adopted guidelines for the review and approval of charitable contributions by Kimberly-Clark (or any foundation under the common control of Kimberly-Clark) to organizations or entities with which a director or an executive officer may be affiliated. We will disclose in the Investors section of our website at www.kimberly-clark.com any contributions made by us to a tax-exempt organization under the following circumstances:
| An Independent Director serves as an executive officer of the tax-exempt organization; and |
| If within the preceding three years, contributions in any single year from Kimberly-Clark to the organization exceeded the greater of $1 million or 2 percent of the tax-exempt organization’s consolidated gross revenues. |
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Proposal 1.
Election of Directors
As of the date of this proxy statement, the Board of Directors consists of thirteen members. Each director’s term will expire at this year’s Annual Meeting.
Ian C. Read is not standing for re-election. Mr. Read will continue to serve as a director until the Annual Meeting. We would like to thank Mr. Read for his many years of service and substantial contributions to the Board, Kimberly-Clark and our stockholders.
All of the nominees are currently serving as directors except for Sylvia Burwell, who was nominated for election to the Board on February 9, 2022.
All the nominees standing for election at the Annual Meeting are being nominated to serve until the 20212023 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. All nominees have advised us that they will serve if elected; however, should any nominee become unable to serve, proxies may be voted for another person designated by the Board.
Nancy J. Karch and Marc J. Shapiro are not standing for re-election as they have reached our mandatory retirement age. Ms. Karch and Mr. Shapiro will continue to serve as directors until the Annual Meeting. We would like to thank Ms. Karch and Mr. Shapiro for their many years of service and substantial contributions to the Board, Kimberly-Clark and our stockholders.
Process for Our Certificate of Incorporation provides that all of our directors must be elected annually. Our By-Laws provide that, in uncontested elections, directors must be elected by a majority of votes cast rather than by a plurality. If any incumbent director does not receive a majority of votes, he or she is required to tender his or her resignation for consideration by the Board. Process and The Board of Directors is responsible for approving candidates for Board membership. The Board has adopted a Board succession planning policy which formalizes its commitment to refreshing and maintaining a group of directors with diverse perspectives and capabilities. The Board believes that adding fresh perspectives is critical, but also values the institutional knowledge and experience of long-serving directors. The Board is committed to balancing these factors through our succession plan, retirement policy and director evaluation process. Under our succession planning policy, the Nominating and Corporate Governance Committee maintains and reviews a Board succession plan, taking into account current composition and qualifications, Kimberly-Clark’s current and expected needs, director tenure, the effectiveness of the Board and any planned or unplanned vacancies. In consultation with the The Committee may receive recommendations for Board candidates from various sources, including our directors, management and stockholders. candidates meeting the criteria specified by the Committee. The Committee utilized a search firm in connection with the nominations of Mmes. Burwell and Mahlan and Mr. Ramirez. In addition, as described in “Corporate Governance The Committee believes that the criteria for director nominees should foster effective corporate governance, support our strategies and businesses and ensure that our directors, as a group, both have an overall mix of the attributes needed for an effective Board and reflect diversity of background and viewpoint. The criteria should also support the successful recruitment of qualified candidates. Qualified candidates for director are those who, in the judgment of the Committee, possess a sufficient mix of the experience attributes listed below to ensure effective service on the Board. In addition, all nominees must possess high standards for ethical behavior, good interpersonal skills and a proactive and solution-oriented leadership style. EXPERIENCE ATTRIBUTES Committee The Nominating and Corporate Governance Committee has reviewed the background of each of our director nominees in light of the experience attributes described above. The Committee has determined that each nominee possesses a sufficient mix of the experience attributes and that the nominees collectively possess the necessary experience to effectively guide our company. For details about each nominee’s specific experience attributes, see “The Nominees” below. Diversity of As noted above, the Nominating and Corporate Governance Committee believes that diversity of backgrounds and viewpoints is a key attribute to include in the boardroom. As a result, the Committee seeks to have a diverse Board that is representative of our customer, consumer, employee and stockholder Director since 2020 John W. Culver Group President, North America and Chief Operating Officer, Starbucks Corporation Mr. Culver joined Starbucks Corporation in 2002 and has served as Group President, North America and Chief Operating Officer since July 2021. Prior to that, he served in a number of leadership roles, including Group President, International, Channel Development and Global Coffee & Tea from 2018 to July 2021, Group President, International and Channels from 2017 to 2018; Group President, Starbucks Global Retail from 2016 to 2017; Group President, China, Asia Pacific, Channel Development and Emerging Brands from 2013 to 2016; President, Starbucks Coffee China and Asia Pacific from 2011 to 2013; and President, Starbucks Coffee International from 2009 to 2011. Mr. Culver serves as a director of The Mission Continues. Other public company boards served on since 2017: Columbia Sportswear Company (since January 2021). Experience attributes: Mr. Culver satisfies the financial literacy requirements of the NYSE, has leadership experience as a senior executive, has knowledge about our industries, has international experience and experience with branded consumer Director since 1996 Robert W. Decherd Chairman, President and Chief Executive Officer, Mr. Decherd was elected Chairman, President and Chief Executive Officer of DallasNews Corporation (f/k/a A. H. Belo Other public company boards served on since Experience attributes:Mr. Decherd Director since 2017 Michael D. Hsu Chairman of the Board and Chief Executive Officer Mr. Hsu Other public company boards served on since Experience attributes:Mr. Hsu satisfies the financial literacy requirements of the NYSE, has leadership experience as a chief executive officer, provides diversity of background and viewpoint, has knowledge about our industries, has international experience and experience with branded consumer packaged goods, and has marketing experience. Director since 2002 Mae C. Jemison, M.D. President, The Jemison Group, Inc. Dr. Jemison is founder and President of The Jemison Group, Inc., a science, technology and innovation consulting company, and is also the Principal for the 100 Year Starship Project, an initiative started through competitive seed funding from DARPA that promotes science, technological and human systems breakthroughs and innovations by seeking to ensure that the capability required for human space travel to another star exists within 100 years. Dr. Jemison founded the Dorothy Jemison Foundation for Excellence and developed The Earth We Share international science camp and STEM programs. She was president and founder of BioSentient medical devices company from 2000 to 2012. Dr. Jemison was professor of Environmental Studies at Dartmouth College from 1995 to 2002 and is currently an adjunct professor at Dartmouth’s medical school. From 1987 to 1993 she served as a National Aeronautics and Space Administration (NASA) astronaut. Dr. Jemison is a member of the National Academy of Medicine and Other public company boards served on since Experience attributes:Dr. Jemison satisfies the financial literacy requirements of the NYSE, has international experience and leadership experience of entrepreneurial start-up enterprises and non-profit organizations, provides diversity of background and viewpoint, and has compensation, governance and public company board experience. Director since S. Todd Maclin Retired Chairman, Chase Commercial and Consumer Banking, JPMorgan Chase & Co. Mr. Maclin retired in 2016 from a 37-year career at JPMorgan Chase & Co., and its predecessor banks, where he rose to Chairman, Chase Commercial and Consumer Banking in 2013, Other public company boards served on since Experience attributes:Mr. Maclin has been determined by our Board to qualify as an “audit committee financial expert” under the SEC’s rules and regulations and has a banking and finance background, has leadership experience as a senior executive, and provides diversity of background and viewpoint. Director since September 2021 Deirdre A. Mahlan Former President, Diageo North America, Diageo plc Ms. Mahlan had a 19-year career at Diageo plc, a leading beverage alcohol company, where she rose to President of Diageo North America and oversaw Diageo’s U.S. and Canadian spirits and beer businesses from 2015 to June 2020. From 2010 to 2015, she served as Chief Financial Officer of Diageo plc. Prior to that, she served in a number of leadership roles, including Deputy Financial Officer and Head of Tax and Treasury. Ms. Mahlan began her career at PricewaterhouseCoopers, where she gained experience in audit across multiple diversified global companies. She serves as a non-executive director of Experian plc. Ms. Mahlan is a certified public accountant. Other public company boards served on since 2017: The Duckhorn Portfolio, Inc. (since March 2021). Experience attributes: Ms. Mahlan has been determined by our Board to qualify as an “audit committee financial expert” under the SEC’s rules and regulations and has an accounting and finance background, has leadership experience as a senior executive, has experience with branded consumer goods, provides diversity of background and viewpoint, and has marketing and public company board experience. Director since 2018 Sherilyn S. McCoy Former Chief Executive Officer, Avon Products, Inc. Ms. McCoy served as Chief Executive Officer and Director of Avon Products, Inc., a personal care products company, from 2012 to 2018. Prior to joining Avon, Ms. McCoy had a 30-year career at Johnson & Johnson, where she rose to Vice Chairman in 2011. Most recently at Johnson & Johnson, Ms. McCoy oversaw Pharmaceutical, Consumer, Corporate Office of Science & Technology, and Information Technology divisions. Prior to that, she served in a number of leadership roles, including Worldwide Chairman, Pharmaceuticals Group from 2009 to 2011; Worldwide Chairman, Surgical Care Group from 2008 to 2009; and Company Group Chairman and Worldwide Franchise Chairman of Ethicon, Inc., a subsidiary of Johnson & Johnson, from 2005 to 2008. Earlier in her career, Ms. McCoy was Global President of the Baby and Wound Care franchise; Vice President, Marketing for a variety of global brands; and Vice President, Research & Development for the Personal Products Worldwide Division. Other public company boards served on since Experience attributes:Ms. McCoy satisfies the financial literacy requirements of the NYSE, has leadership experience as a chief executive officer, provides diversity of background and viewpoint, has knowledge about our industries, has international experience and experience with branded consumer packaged goods, and has marketing, compensation, governance and public company board experience. Director since 2016 Christa S. Quarles Ms. Quarles has served as Chief Executive Officer and Director of Corel Corporation, a portfolio software company, since September 2020. Prior to joining Corel, Ms. Quarles served as Chief Executive Officer of OpenTable, Inc., a provider of online restaurant reservations, Other public company boards served on since Experience attributes:Ms. Quarles Director since Mr. Other public company boards served on since Experience attributes:Mr. Director since Dunia A. Shive Former President and Chief Executive Officer, Belo Corp. Ms. Shive served as Senior Vice President of TEGNA Inc., formerly Gannett Co., Inc., a broadcast and digital media company, from 2013 to 2017. She previously served as President and Chief Executive Officer of Belo Corp. from 2008 to 2013, which was acquired by Gannett in 2013. She joined Belo Corp. in 1993 and served as Chief Financial Officer and various other leadership positions prior to her election as President and Chief Executive Officer. She serves as a Trustee of Parks for Downtown Dallas. Other public company boards served on since Experience attributes:Ms. Shive has been determined by our Board to qualify as an “audit committee financial expert” under the SEC’s rules and regulations and has an accounting and finance background, has leadership experience as a chief executive officer, provides diversity of background and viewpoint, and has marketing, compensation, governance and public company board experience. Director since Mark T. Smucker President and Chief Executive Officer, The J.M. Smucker Company Mr. Smucker has served as President and Chief Executive Officer of The J.M. Smucker Company, a manufacturer and marketer of food and beverage products, since 2016. Prior to that time, he served as its President and President, Consumer and Natural Foods, from 2015 to 2016; President, U.S. Retail Coffee, from 2011 to 2015; President, Special Markets, from 2008 to 2011; Vice President, International, from 2007 to 2008; and Vice President, International and Managing Director, Canada, from 2006 to 2007. Other public company boards served on since Experience attributes:Mr. Smucker has been determined by our Board to qualify as an “audit committee financial expert” under the Director since 2015 Michael D. White Former Chairman of the Board, President and Chief Executive Officer of DIRECTV Mr. White served as Chairman of the Board, President and Chief Executive Officer of DIRECTV, a leading provider of digital television entertainment services, from 2010 to Other public company boards served on since Experience attributes:Mr. White Director Directors who are not officers or employees of Kimberly-Clark or any of our subsidiaries, affiliates or equity companies are “Outside Directors” for compensation purposes and are compensated for their services under our Our objectives for Outside Director Compensation are: to remain competitive with the median compensation paid to outside directors of comparable companies to keep pace with changes in practices in director compensation to attract qualified candidates for Board service to reinforce our practice of encouraging stock ownership by our directors In The table below shows how we structured Outside Director compensation in Cash retainer: $100,000 annually, paid in four quarterly payments at the beginning of each quarter. Restricted share units: Annual grant with a value of $180,000, awarded and valued on the first business day of the year New Outside Directors receive the full quarterly amount of the annual retainer for the quarter in which they join the Board. Their annual grant of restricted share units is pro-rated based on the date when they joined. We also reimburse Outside Directors for expenses incurred in attending Board or committee meetings. Restricted share units are not shares of our common stock. Rather, restricted share units represent the right to receive a pre-determined number of shares of our common stock within 90 days following a “restricted period” that begins on the date of grant and expires on the date the Outside Director retires from or otherwise terminates service on the Board. In this way, they align the director’s interests with the interests of our stockholders. Outside Directors may not dispose of the units or use them in a pledge or similar transaction. Outside Directors also receive additional restricted share units equivalent in value to the dividends that would have been paid to them if the restricted share units granted to them were shares of our common stock. 2021 Outside The following table shows the compensation paid to each Outside Director for his or her service in Other than the cash retainer, grants of restricted share units and the other compensation previously described, no Outside Director received any compensation or perquisites from Kimberly-Clark for services as a director in A director who is not an Outside Director does not receive any compensation for services as a member of the Board or any committee, but is reimbursed for expenses incurred as a result of the services. In Accordingly, beginning in 2022: There was no change to the amount of the additional annual grant of restricted share units paid to committee chairs or to the Lead Director. Proposal 2. The Audit Committee of the Board of Directors is directly responsible for the appointment, compensation, retention and oversight of our independent auditor. The Audit Committee is also responsible for overseeing the negotiation of the audit fees associated with retaining our independent auditor. To assure continuing auditor independence, the Audit Committee periodically considers whether a different audit firm should perform our independent audit work. Also, in connection with the mandated rotation of the independent auditor’s lead engagement partner, the Audit Committee and its chairman are directly involved in the selection of the new lead engagement partner. For The Audit Committee and the Board believe that the continued retention of Deloitte to serve as our independent auditor is in the best interests of Kimberly-Clark and its stockholders, and they recommend that stockholders ratify this selection. If the stockholders do not ratify the selection of Deloitte, the Audit Committee will consider the selection of another independent auditor. Representatives of Deloitte are expected to be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions. Our aggregate fees to Deloitte (excluding value added taxes) with respect to the fiscal years ended December 31, The Audit Committee has a policy for pre-approval of all audit and permissible non-audit services provided by Deloitte. Each year, the Audit Committee approves the terms on which Deloitte is engaged for the ensuing year. At least quarterly, the Audit Committee reviews and, if appropriate, pre-approves year’s estimated non-audit service fees. To ensure prompt handling of unexpected matters, the Audit Committee has delegated to the All Deloitte services and fees in In accordance with its charter adopted by the Board, the Audit Committee assists the Board in overseeing the quality and integrity of Kimberly-Clark’s accounting, auditing and financial reporting practices. In discharging its oversight responsibility for the audit process, the Audit Committee obtained from the independent registered public accounting firm (the “auditor”) a formal written statement describing all relationships between the auditor and Kimberly-Clark that might bear on the auditor’s independence, as required by Public Company Accounting Oversight Board (“PCAOB”) Rule 3526,Communication with Audit Committees Concerning Independence, discussed with the auditor any relationships that may impact the auditor’s objectivity and independence and satisfied itself as to the auditor’s independence. The Audit Committee also discussed with management, the internal auditors, and the auditor, the quality and adequacy of Kimberly-Clark’s internal controls and the internal audit function’s organization, responsibilities, budget and staffing. The Audit Committee reviewed with both the auditor and the internal auditors their audit plans, audit scope and identification of audit risks. The Audit Committee discussed with the auditor the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. Also, with and without management present, it discussed and reviewed the results of the auditor’s examination of our financial statements and our internal control over financial reporting. The Committee also discussed the results of internal audit examinations. Management is responsible for preparing Kimberly-Clark’s financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and for establishing and maintaining Kimberly-Clark’s internal control over financial reporting. The auditor has the responsibility for performing an independent audit of Kimberly-Clark’s financial statements and internal control over financial reporting, and expressing opinions on the conformity of Kimberly-Clark’s financial statements with GAAP and the effectiveness of internal control over financial reporting. The Audit Committee discussed and reviewed Kimberly-Clark’s audited financial statements as of and for the fiscal year ended December 31, Based on the above-mentioned reviews and discussions with management and the auditor, the Audit Committee recommended to the Board that Kimberly-Clark’s audited financial statements be included in Kimberly-Clark’s Annual Report on Form 10-K for the fiscal year ended December 31, AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Proposal 3. Advisory Vote In the Compensation Discussion and Analysis that follows, we describe in detail our executive compensation program, including its objectives, policies and components. As discussed in that section, our executive compensation program seeks to align the compensation of our executives with our strategic objectives. To this end, the Management Development and Compensation Committee (the “Committee”) has adopted executive compensation policies that are designed to achieve the following objectives: Pay-for-Performance.Support a performance-oriented environment that rewards achievement of our financial and non-financial goals. Focus on Long-Term Success.Reward executives for long-term strategic management and stockholder value enhancement. Stockholder Alignment.Align the financial interests of our executives with those of our stockholders. Quality of Talent.Attract and retain executives whose abilities are considered essential to our long-term success. For a more detailed discussion of how our executive compensation program reflects these objectives and policies, including information about the fiscal year We are asking our stockholders to support our executive compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our executive RESOLVED, that the compensation paid to the Corporation’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved by the Corporation’s stockholders on an advisory basis. The say-on-pay vote is advisory and is therefore not binding on Kimberly-Clark, the Committee or our Board. Nonetheless, the Committee and our Board value the opinions of our stockholders. Therefore, to the extent there is any significant vote against the executive compensation as disclosed in this proxy statement, the Committee and our Board will consider our stockholders’ concerns and will evaluate whether any actions are necessary to address those concerns. Compensation Discussion This Compensation Discussion and Analysis is intended to provide investors with an understanding of our compensation policies and decisions regarding For As measured under our annual incentive program, we delivered the results below in net sales and adjusted earnings per share (EPS) Based on management we faced significant headwinds related to the COVID-19 pandemic, including input cost inflation, supply chain disruption and a reversal in consumer tissue volumes from record growth in 2020 as consumers and retailers in North America continued to reduce home and retail inventory, and Accordingly, the Committee approved annual cash incentives for Pay-for-performance is a key objective of our compensation programs. Consistent with that objective, performance-based compensation constituted a significant portion of our named executive officers’ direct annual compensation targets for COMPOSITION OF TARGET DIRECT COMPENSATION Committee Consideration of At our CEO Target Direct Compensation and Realizable Direct Compensation The following chart compares our For unexercised stock options, the amount by which our For performance-based restricted share units, intrinsic value is the number of units that were paid out based on actual performance (for the grant made in Key factors causing realizable direct compensation to differ from target direct annual compensation over these three years are: Actual performance that resulted in annual cash incentives to be paid out at Actual performance that resulted in the number of shares to be issued as a result of performance-based restricted share unit payouts of Changes in our stock price over the last three years that significantly impacted the intrinsic value of stock options and the dollar value of performance-based restricted share units granted in each year. Our stock prices on the dates stock options were granted to The Committee believes that this chart demonstrates that our CEO TARGET DIRECT COMPENSATION AND REALIZABLE DIRECT COMPENSATION The Committee establishes and administers our policies governing the compensation of our elected officers, including our named executive officers. The Committee reviews our compensation philosophy annually and determines whether it supports our business objectives and is consistent with the Committee’s charter. The Committee has adopted executive compensation policies that are designed to achieve the following objectives: Pay-for-Performance Support a performance-oriented environment that rewards achievement of our financial and The majority of our named executive officers’ pay varies with the levels at which annual and long-term performance goals are achieved. The Committee chooses performance goals that align with our strategies for sustained growth and profitability. Focus on Long-Term Success Reward executives for long-term strategic management and stockholder value enhancement. The largest single component of our named executive officers’ annual target compensation is in the form of performance-based restricted share units. The number of shares actually received on payout of these units depends on our performance over a three-year period. Stockholder Alignment Align the financial interests of our executives with those of our stockholders. Equity-based awards make up the largest part of our named executive officers’ annual target compensation. As part of this, our named executive officers receive stock options, which vest over time and have value only if our stock value rises after the option grants are made. We also have other policies that link our executives’ interests with those of our stockholders, including target stock ownership guidelines. Quality of Talent Attract and retain highly skilled executives whose abilities are considered essential to our long-term success as a global company operating our personal care, consumer tissue and K-C professional businesses. The Committee reviews peer group data to ensure our executive compensation program remains competitive so we can continue to attract and retain this talent. These compensation objectives and policies seek to align the compensation of our elected officers, including our named executive officers, with our strategic objectives to: grow our portfolio of brands through innovation, category development and commercial execution leverage our cost and financial discipline to fund growth and improve margins allocate capital in value-creating ways The table below gives an overview of the compensation components used in our program and matches each with one or more of the objectives described above. Provide annual cash income based on: Motivate and reward achievement of the following annual performance goals: Stockholder alignment Provide an incentive to deliver stockholder value and to achieve our long-term objectives, through awards of: Time-vested restricted share units may be granted from time to time for recruiting, retention or other purposes Encourage attraction and retention of executives critical to our long-term success and competitiveness: This section describes how the Committee thinks about annual compensation and the processes that it followed in setting Focus on Direct Annual Compensation In setting Executive Compensation Peer Group To ensure that our executive compensation programs are reasonable and competitive in the marketplace, the Committee compares our programs to those at other companies. In In developing the peer group, the Committee does not consider individual company compensation practices, and no company has been included or excluded because it is known to pay above-average or below-average compensation. The Committee (working with the Committee’s retained independent compensation For purposes of setting executive compensation for Process for Setting Direct Annual Compensation Targets In setting the direct annual compensation of our executive officers, the Committee evaluates both market data provided by the compensation consultants and information on the performance of each executive officer for prior years. To remain competitive in the marketplace for executive talent, the target levels for the executive officers’ total direct compensation group median. To reinforce a pay-for-performance culture, targets for individual executive officers may be set above or below When setting annual compensation for our executive officers, the Committee considers each compensation component (base salary, annual cash incentive and long-term equity incentive), but its decision regarding a particular component does not necessarily impact its decision about other components. In setting compensation for executive officers that join us from other companies, the Committee evaluates market data for the position to be filled. The Committee recognizes that in order to successfully recruit a candidate to leave his or her current position and to join Kimberly-Clark, the candidate’s compensation package may have to exceed his or her current compensation, resulting in a package above the median of our peer group. CEO Direct Annual Compensation The Committee determines the Consistent with past practices, the Committee reviewed the pay relationship of Mr. Hsu to the other named executive officers in Direct Annual Compensation Targets for Consistent with its focus on direct annual compensation, the Committee approved The Committee These To help achieve the objectives discussed above, our executive compensation program for Base Salary To attract and retain high caliber executives, we pay our executives an annual fixed salary that the Committee considers competitive in the marketplace. Salary ranges and individual salaries for executive officers are reviewed annually, and salary adjustments generally are effective on April 1 of each year. In determining individual salaries, the Committee considers the salary levels for similar positions at our peer group companies, as well as the executive’s performance, leadership and experience in his or her position. This performance evaluation is based on how the executive performs during the year against results-based objectives established at the beginning of the year and considers their demonstration of executive leadership characteristics. The Committee approved the following base salaries for our named executive officers: The Committee Annual Cash Incentive Program Consistent with our pay-for-performance compensation objective, our executive compensation program includes an annual cash incentive program to motivate and reward executives in achieving annual performance objectives. The target payment amount for annual cash incentives is a percentage of the executive’s base salary. The Committee determines this target payment amount as described above under “Setting Annual Compensation – Process for Setting Direct Annual Compensation Targets.” The range of possible payouts is expressed as a percentage of the target payment amount. The Committee sets this range based on competitive factors. TARGET PAYMENT AMOUNTS AND RANGE OF POSSIBLE PAYOUTS Payment amounts under the annual cash incentive program are dependent on performance measured against corporate goals and business unit or staff function goals established by the Committee at the beginning of each year. These performance goals, which are communicated to our executives at the beginning of each year, are derived from our financial and strategic goals. As shown in the table below, the Committee established goals for three different performance elements for ANNUAL CASH INCENTIVE PROGRAM Below we describe the three elements of performance, explain how performance was assessed for each element, and show the payouts that were determined in each case. For Net sales Adjusted EPS For more information regarding these adjustments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2021 Annual Report on Form 10-K. Because Element 1 represents key company-wide goals, it produces the same payout percentage for each named executive Actual results.For At the beginning of The Committee does not use a formula to assess the performance of these goals but instead takes a holistic approach and considers performance of all the goals collectively. Although it does review each goal separately, the key consideration for the Committee is how it views Kimberly-Clark’s performance for the year in all of these categories, taken as a whole. The chart below shows the Actual payout percentage.After taking into account performance on all of these goals, the Committee determined that the payout percentage for achieving these other financial and strategic goals should be In addition to the performance goals established by the Committee, our Following the end of the year, the executives’ performance is analyzed to determine whether performance for the goals was above target, on target or below target. Our CEO then provides the Committee with an assessment of each individual business unit’s or staff function’s performance against the objectives for that unit or function. Actual payout percentages.Based on the assessed performance of the relevant business unit or staff function against its pre-established performance goals, and taking into account the CEO’s recommendations, the Committee determined the following payout percentages for business unit or staff function performance for our named executive officers: Annual Cash Incentive Payouts for The following table shows the payout opportunities and the actual payouts of annual cash incentives for Summary of Annual Cash Incentive Payouts: Generally, the Committee seeks to set the minimum, target and maximum levels such that the relative difficulty of achieving the target level is consistent from year to year. From PAYOUTS FOR CORPORATE GOALS AND AVERAGE TOTAL Long-Term Equity Incentive Compensation The Committee awards long-term equity incentive grants to executive officers as part of their overall compensation package. These awards are consistent with the Committee’s objectives of aligning our senior leaders’ interests with the financial interests of our stockholders, focusing on our long-term success, supporting our performance-oriented environment and offering competitive compensation packages. Information regarding long-term equity incentive awards granted to our named executive officers can be found under “Summary Compensation,” “Grants of Plan-Based Awards,” and “Discussion of Summary Compensation and Plan-Based Awards Tables.” 2021 Grants In determining the To determine target values, the Committee The Committee believes this allocation between performance-based restricted share units and stock options supports the pay-for-performance and stockholder alignment objectives of its executive compensation program. In addition to Performance Goals and Potential Payouts for For the performance-based restricted share unit awards granted in The performance objectives for the A non-GAAP financial measure consisting of cash produced through operations, minus outlays of cash for capital spending in property, plant and equipment, and deferred software. Free cash flow may be modified for externally disclosed unusual items and/or material unscheduled business events. The actual number of shares our named executive officers will receive will range from zero to 200 percent of the Payout of In February Based on this review, the Committee determined that we exceeded our performance goal for adjusted ROIC but did not achieve our performance goal for adjusted net sales growth. As a result, the payout percentage for the share units was The Committee believes that these payouts further highlight the link between pay and performance established by our compensation program, which seeks to align actual compensation paid to our named executive officers with our long-term performance. The shares underlying these performance-based restricted share unit awards were distributed to our named executive officers in February Vesting Levels of Outstanding Performance-Based Restricted Share Unit Awards As of February The Committee has determined that the As noted above, 25 percent of the annual long-term equity incentive grants to executive officers in For purposes of determining the number of options to be granted, stock options were valued on the basis that one option has the same value as Compensation of Former Named Executive Officer On April 14, 2021, Ms. Underhill’s role changed from Group President, K-C North America to a transitional role and she served in this role until she left the company on September 1, 2021. Prior to her departure, Ms. Underhill received a base salary of $830,000. She received a prorated payout for 2021 under our annual cash incentive program based upon (1) an individual target of 100 percent of her base salary and (2) a payout equal to 100 percent of her target. In February 2021, Ms. Underhill received a grant of 16,364 performance-based restricted share units and in April 2021 she received a grant of 52,778 stock options. In addition to the compensation described above, Ms. Underhill received severance pay under the Severance Pay Plan and accelerated vesting of outstanding equity awards under the terms of our 2021 Equity Participation Plan (the “2021 Plan”) and the predecessor 2011 Equity Participation Plan (the “2011 Plan” and collectively with the 2021 Plan, the “Equity Plans”), described below under “Potential Payments on Termination or Change of Control - Severance Benefits - Departure of Former Named Executive Officer.” Retirement Benefits Our named executive officers receive contributions from us under the Kimberly-Clark Corporation 401(k) and Profit Sharing Plan (the “401(k) Profit Sharing Plan”) and the Kimberly-Clark Corporation Supplemental Retirement 401(k) and Profit Sharing Plan (the “Supplemental 401(k) Plan”) and some executive officers participate in our frozen defined benefit pension plans depending on their hire date. These plans are consistent with those maintained by our peer group companies and are therefore necessary to remain competitive with them for recruiting and retaining executive talent. The Committee believes that these retirement benefits are important parts of our compensation program. For more information, see “Nonqualified Deferred Compensation – Overview of 401(k) Profit Sharing Plan and Supplemental 401(k) Plan” and “Pension Benefits.” Other Compensation We provide only limited perquisites to our executive officers, consistent with our focus on more direct, performance-sensitive compensation. Also, the Committee has eliminated tax reimbursement and related gross-ups for perquisites (including personal use of corporate aircraft), except for certain relocation benefits, further underscoring our focus on direct compensation. Perquisites include personal financial planning services under our Executive Financial Counseling Program, an executive health screening program where executives may receive comprehensive physical examinations from an independent health care provider, and permitted personal use of corporate aircraft consistent with our policy. The personal financial planning program is designed to provide executives with access to knowledgeable financial advisors that understand our compensation and benefit plans and can assist our executives in efficiently and effectively managing their financial and tax planning issues. The executive health screening program provides executives with additional services that help maintain their overall health. Our Post-Termination Benefits We maintain two severance Severance Pay Plan Our Severance Pay Plan provides severance benefits to most of our U.S. hourly and salaried employees, including our named executive officers, who are involuntarily terminated under the circumstances described in the plan. The objective of this plan is to facilitate the employee’s transition to his or her next position, and it is not intended to serve as a reward for the employee’s past service. Executive Severance Our Executive Severance In February The increases, which range from 3.8 to 5.2 percent, are consistent with the annual merit increases provided to all employees. 2022 Annual Cash Incentive Targets The Committee also established objectives for As discussed in ANNUAL CASH INCENTIVE PROGRAM The corporate key financial goals for The Committee also established other corporate financial and non-financial goals for In addition, goals have been established for each named executive officer, other than our In February The actual number of shares our named executive officers will receive will range from zero to 200 percent of the target levels established by the Committee for each executive, depending on the degree to which the performance objectives are met. Due to the continuing economic uncertainty caused by the COVID-19 pandemic, the Committee will not set the performance objective levels for the awards until April 2022. PERFORMANCE-BASED RESTRICTED SHARE UNITS GRANTED IN In February The Committee also granted time-vested restricted share awards to Mr. Torres and Mr. Melucci for retention purposes and to drive future performance on key strategic initiatives including, in the case of Mr. Torres, elevating our core KCNA businesses, and in the case of Mr. Melucci, leading our disciplined acquisition/development program. Each award had a grant date value of $1,000,000. As a matter of sound governance, we follow certain practices with respect to our compensation program. We regularly review and evaluate our compensation practices in light of regulatory developments, market standards and other considerations. Use of Independent Compensation Consultant As previously discussed, the Committee engaged Semler Brossy Consulting Group as its independent consultant to assist it in determining the appropriate executive officer compensation in Adjustment of Financial Measures for Annual and Long-Term Equity Incentives Financial measures for the annual and long-term equity incentive programs are developed based on expectations about our planned activities and reasonable assumptions about the performance of our key business drivers for the applicable period. From time to time, however, discrete items or events may arise that were not contemplated by these plans or assumptions. These could include accounting and tax law changes, tax credits or charges from items not within the ordinary course of our business operations, charges relating to currency exchange rate changes, restructuring and write-off charges, significant acquisitions or dispositions, and significant gains or losses from litigation settlements. Under the Committee’s exception guidelines regarding our annual and long-term equity incentive program measures, the Committee has adjusted in the past, and may adjust in the future, the calculation of financial measures for these incentive programs to eliminate the effect of the types of items or events described above. In making these adjustments, the Committee’s policy is to seek to neutralize the impact of the unexpected or unplanned items or events, whether positive or negative, in order to provide consistent and equitable incentive payments that the Committee believes are reflective of our performance. In considering whether to make a particular adjustment under its guidelines, the Committee will review whether the item or event was one for which management was responsible and accountable, treatment of similar items in prior periods, the extent of the item’s or event’s impact on the financial measure, and the item’s or event’s characteristics relative to normal and customary business practices. Generally, the Committee will apply an adjustment to all compensation that is subject to that financial measure. Pricing and Timing of Stock Option Grants and Timing of Performance-Based Equity Grants Our policies and the terms of the The Annual stock option grants to non-elected officers are effective on the same date as the annual stock option grants to our elected officers. Recruiting, special recognition and retention stock-based awards are made on pre-determined dates following our quarterly earnings releases. In With respect to grants of performance-based restricted share units to executive officers, the Committee’s current practice is to approve the dollar value of the grants at its February meeting and the grants are effective on the last business day of February. We believe this practice is consistent with award practices at other large public companies. Our executives are not permitted to choose the grant date for their individual restricted stock or restricted share unit awards. Compensation Clawback Policy The clawback policy is in addition to any recovery rights provided under applicable law. The Committee continues to monitor regulatory developments and intends to further review and revise the policy, if necessary, to comply with any final regulations issued for the purpose of implementing the requirements of the Dodd-Frank Act. Stock Ownership Guidelines We strongly believe that the financial interests of our executives should be aligned with those of our stockholders. Accordingly, the Committee has established stock ownership guidelines for our elected officers, including our named executive officers. TARGET STOCK OWNERSHIP AMOUNTS Failure to attain these targeted stock ownership levels within five years from date of hire for, or appointment to, an eligible position can result in the reduction of part or all of the executive’s annual cash incentive (with a corresponding grant of time-vested restricted share units or restricted stock in that amount), or a reduction in future long-term equity incentive awards, either of which may continue until the ownership guideline is achieved. In determining whether our stock ownership guidelines have been met, any time-vested restricted share units held are counted as owned, but performance-based restricted share units are excluded until they vest. Executive officer stock ownership levels were reviewed in Insider Trading Policy; Anti-Hedging and Pledging Policy We require all executive officers to pre-clear transactions involving our common stock (and other securities related to our common stock) with our Legal Department. Our insider trading policy prohibits any director, executive officer or any other officer or employee subject to its terms from entering into short sales or derivative transactions to hedge their economic exposure to our common stock. In addition, these directors, officers and employees are prohibited from pledging our stock, including through holding our stock in margin accounts. Corporate Tax Deduction for Executive Compensation generally is deductible. Although tax deductibility of compensation is advantageous, the primary objective of our compensation programs is meeting the compensation objectives set forth above. The Committee, with the assistance of its independent consultant and Kimberly-Clark’s compensation consultant, has reviewed an assessment of our compensation programs for our employees, including our executive officers, to analyze the risks arising from our compensation systems. Based on this assessment, the Committee believes that the design of our compensation programs, including our executive compensation program, does not encourage our executives or employees to take excessive risks and that the risks arising from these programs are not reasonably likely to have a material adverse effect on Kimberly-Clark. Several factors contributed to the Committee’s conclusion, including: The Committee believes Kimberly-Clark maintains a values-driven, ethics-based culture supported by a strong tone at the top. The performance targets for annual cash incentive programs are selected to ensure that they are reasonably attainable in a manner consistent with our strategic objectives without encouraging executives or employees to take inappropriate risks. An analysis by Kimberly-Clark’s consultant indicated that our compensation programs are consistent with those of our peer group. The Committee believes the allocation among the components of direct annual compensation provides an appropriate balance between annual and long-term incentives and between fixed and performance-based compensation. Annual cash incentives and long-term performance-based restricted share unit awards under our executive compensation program are capped at 200 percent of the target award, and all other material non-executive cash incentive programs are capped at reasonable levels, which the Committee believes protects against disproportionately large incentives. The Committee believes the performance measures and the multi-year vesting features of the long-term equity incentive compensation component encourage participants to seek sustainable growth and value creation. The Committee believes inclusion of share-based compensation through the long-term equity incentive compensation component encourages appropriate decision-making that is aligned with the long-term interests of stockholders. Our stock ownership guidelines further align the interests of management and stockholders. The following table contains information concerning compensation awarded to, earned by, or paid to our named executive officers in the last three years. Additional information regarding the items reflected in each column appears below the table and on page SUMMARY COMPENSATION TABLE Stock Awards and Option Awards.The amounts in these columns reflect the dollar value of restricted share unit awards and stock options, respectively, granted under our stockholder-approved The restricted share unit awards either vest over time or are based on the achievement of performance-based standards. The amounts for each year represent the grant date fair value of the awards, computed in accordance with ASC Topic 718. See Note For awards that are subject to performance conditions, the value is based on the probable outcome of the conditions at grant date. This value, as well as the value of the awards at the grant date assuming the highest level of performance conditions will be achieved and using the grant date stock price, is set forth below: Non-Equity Incentive Plan Compensation.The amounts in this column are the annual cash incentive payments described in “Compensation Discussion and Analysis.” These amounts were earned during the years indicated and were paid to our named executive officers in February of the following year. Change In Pension Value and Nonqualified Deferred Compensation Earnings.The amounts in this column reflect the aggregate change during the year in actuarial present value of accumulated benefits under all defined benefit and actuarial plans (including supplemental pension plans). With respect to the supplemental pension plans, amounts have been calculated to reflect an approximate 30-year Treasury bond rate to determine the amount of the earlier retirement age lump sum benefit in a manner consistent with our financial statements. We describe the assumptions we used in determining the amounts and provide additional information about these plans in “Pension Benefits.” All Other Compensation.All other compensation consists of the following: The following table sets forth plan-based awards granted to our named executive officers during GRANTS OF PLAN-BASED AWARDS IN Discussion of Summary Compensation and Plan-Based Awards Tables Our executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table and the Grants of Plan-Based Awards in Other than the executive severance Executive officers may receive long-term equity incentive awards of stock options, restricted stock or restricted share units, or a combination of stock options, restricted stock and restricted share units under the 2021 Plan, which was approved by stockholders in 2021. Awards prior to April 2021 were made under the 2011 Plan, which was approved by stockholders in 2011. The For grants of stock options, the Performance-based restricted share unit awards granted in Dividend equivalents on unvested performance-based restricted share units equal to cash dividends on our common stock are accumulated and will be paid in additional shares after the performance-based restricted share units vest, based on the actual number of shares that vest, if any. The following table sets forth information concerning outstanding equity awards for our named executive officers as of December 31, OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, Option Exercises and Stock Vested The following table sets forth information concerning stock options exercised and stock awards vested during OPTION EXERCISES AND STOCK VESTED IN The following table sets forth information as of December 31, Employees who joined Kimberly-Clark prior to January 1, 1997 are eligible to participate in our pension plans, which provide benefits based on years of service as of December 31, 2009 and pay (annual cash compensation), integrated with social security benefits. Our pension plans are comprised of the Kimberly-Clark Pension Plan and the Supplemental Pension Plans. We stopped accruing compensation and benefit service for participants under our pension plans for most of our U.S. employees, including our named executive officers, for plan years after 2009. These changes do not affect benefits earned by participants prior to January 1, 2010. The following is an overview of these plans. Normal benefit: Other optional forms of benefit are available, including a joint and survivor and a lump sum benefit. Accrued benefits prior to 2005: Accrued benefits for 2005 and after: Early retirement benefit: The estimated actuarial present value of the retirement benefits accrued through December 31, without consideration of pre-retirement mortality. Present values for Ms. Underhill for the qualified plan are based on the PRI-2012 healthy retiree table, adjusted for white collar and generational improvements using scale The actuarial increase in While the supplemental pension plans remain unfunded, in 1994 the Board approved the establishment of a trust and authorized us to make contributions to this trust in order to provide a source of funds to assist us in meeting our liabilities under our supplemental defined benefit plans. For additional information regarding these plans, see “Compensation Discussion and Analysis – Benefits and Other Compensation – Retirement Benefits.” Nonqualified Deferred Compensation The following table sets forth information concerning Overview of 401(k) Profit Sharing Plan and Supplemental 401(k) Plan. While the Supplemental 401(k) Plan remains unfunded, in 1996 the Board amended a previously established trust and authorized us to make contributions to this trust in order to provide a source of funds to assist us in meeting our liabilities under our supplemental defined contribution plans. Potential Payments on Termination or Change of Control Our named executive officers are eligible to receive certain benefits in the event of termination of employment, including following a change of control. This section describes various termination scenarios as well as the payments and benefits payable under those scenarios. Severance Benefits We maintain two severance Executive Severance In addition, nonqualified stock options will vest and be exercisable within the earlier of five years from the participant’s termination or the remaining term of the option. A “Qualified Termination of Employment” is a separation of service within two years following a change of control of Kimberly-Clark (as defined in the plan) either involuntarily without cause or by the participant with good reason. In addition, any involuntary separation of service without cause within one year before a change of control will also be determined to be a Qualified Termination of Employment if it is in connection with, or in anticipation of, a change of control. The current agreements with our named executive officers expire on December 31, These agreements reflect that the named executive officer is not entitled to a tax gross-up if the named executive officer incurs an excise tax due to the application of Section 280G of the Internal Revenue Code. Instead, payments and benefits payable to the named executive officer will be reduced to the extent doing so would result in the executive retaining a larger after-tax amount, taking into account the income, excise and other taxes imposed on the payments and benefits. The Board has determined the eligibility criteria for participation in the plan. Each named executive officer’s agreement under the Executive Severance Plan provides that the executive will retain in confidence any confidential information known to the executive concerning Kimberly-Clark and Kimberly-Clark’s business so long as such information is not publicly disclosed. Severance Pay Plan.Our Severance Pay Plan generally provides eligible employees (including our named executive officers) severance payments and benefits in the event of certain involuntary terminations. Under the Severance Pay Plan, a named executive officer (employed for at least one year) whose employment is involuntarily terminated would receive, subject to the Committee’s discretion to modify the applicable amounts: If the named executive officer’s employment is involuntarily terminated within the first 12 months of employment, the Severance Pay Plan provides that the named executive officer would receive three months’ base salary. Severance pay under the Severance Pay Plan will not be paid to any participant who is terminated for cause (as defined under the plan), is terminated during a period in which the participant is not actively at work for more than 25 weeks (except to the extent otherwise required by law), voluntarily quits or retires, dies or is offered a comparable position (as defined under the plan). A named executive officer must execute a full and final release of claims against us within a specified period of time following termination to receive severance benefits under our severance pay plans. Under the Severance Pay Plan, if the release has been timely executed, severance benefits are payable as a lump sum cash payment no later than 60 days following the participant’s termination date. Any current year annual incentive award that is payable under the Severance Pay Plan will be paid at the same time as it was payable under the Executive Officer Achievement Award Program, but no later than 60 days following the calendar year of the separation from service. The other stock-based awards will vest immediately prior to the consummation of the change of control and will be settled upon the change of control in cash equal to the fair market value of the restricted share units, performance awards and other stock-based awards at the time of the change of control. In the event of a termination of employment of a participant in the Retirement, Death and Disability Retirement. Death.In the event of death while an active employee, the following benefits are payable: Disability.In the event of a separation of service due to a total and permanent disability, as defined in the applicable plan, our named executive officers are entitled to receive: Potential Payments on Termination or Change of Control Table The following table presents the approximate value of (i) the severance benefits for our named executive officers under the Executive Severance The termination benefits provided to our executive officers upon their voluntary termination of employment do not discriminate in scope, terms or operation in favor of our executive officers compared to the benefits offered to all salaried employees, so those benefits are not included in the table below. Of our current named executive officers, only Mr. Hsu and Ms. The amounts presented in the table are in addition to amounts each named executive officer earned or accrued prior to termination, such as the officer’s balances under our Deferred Compensation Plan, accrued retirement benefits (including accrued pension plan benefits), previously vested benefits under our qualified and non-qualified plans, previously vested options, restricted stock and restricted share units and accrued salary and vacation. For information about these previously earned and accrued amounts, see “Summary Compensation,” “Outstanding Equity Awards,” “Option Exercises and Stock Vested,” “Pension Benefits,” and “Nonqualified Deferred Compensation.” POTENTIAL PAYMENTS ON TERMINATION OR CHANGE OF CONTROL TABLE Ms. Underhill left the company on Equity Compensation Plan Information The following table gives information about Kimberly-Clark’s common stock that may be issued upon the exercise of options, warrants, and rights under all of Kimberly-Clark’s equity compensation plans as of December 31, Number of securities to be issued upon exercise of outstanding options, warrants, and rights (in millions) (a) Weighted average exercise price of outstanding options, warrants, and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (in millions) (c) The following table shows the number of shares of our common stock beneficially owned as of December 31, Each director, nominee, named executive officer and the directors, nominees and executive officers as a group, owns less than one percent of the outstanding shares of our common stock. Except as otherwise noted, the directors, nominees and named executive officers, and the directors, nominees and executive officers as a group, have sole voting and investment power with respect to the shares listed. Share amounts include unvested restricted share units granted to the following named executive officers under the For each director who is not an officer or employee of Kimberly-Clark, share amounts include restricted share units and shares of restricted stock granted under our Outside Directors’ Compensation Plan. These awards are restricted and may not be transferred or sold until the Outside Director retires from or otherwise terminates service on the Board. See footnote 4 to the Voting and investment power with respect to Includes shares of common stock held by the trustee of the 401(k) Profit Sharing Plan for the benefit of, and that are attributable to, the accounts in the plans of, the named executive officers. Also includes the following shares which could be acquired within 60 days of December 31, Includes Includes Voting and investment power with respect to Our Corporate Governance Policies provide that, within three years of joining the Board, all Outside Directors should own an amount of our common stock or share units at least equal in value to three times the annual Board cash compensation. For the purpose of these stock ownership guidelines, a director is deemed to own beneficially-owned shares, as well as restricted stock and restricted share units (whether or not any applicable restrictions have lapsed), but not stock options (whether vested or unvested). As of December 31, The following table sets forth the information, as of December 31, The address, number and percentage of shares of our common stock beneficially owned by The Vanguard Group Inc. (“Vanguard”) are based on the Schedule 13G/A filed by Vanguard with the SEC on February The address, number and percentage of shares of our common stock beneficially owned by BlackRock, Inc. (“BlackRock”) are based on the Schedule 13G/A filed by BlackRock with the SEC on February The address, number and percentage of shares of our common stock beneficially owned by State Street Corporation (“State Street”) are based on the Schedule Policies and Procedures for Review, Approval or Ratification of Related Person Transactions.The Board has adopted procedures for reviewing any transactions between the company and certain “related persons” that involve amounts above certain thresholds. The SEC requires that our proxy statement disclose these “related person transactions.” A related person is defined under the SEC’s rules and includes our directors, director nominees, executive officers and five percent stockholders. The Board’s procedures provide that: Each director, director nominee and executive officer is required to promptly provide written notification of any material interest that he or she (or an immediate family member) has or will have in a transaction with Kimberly-Clark. Based on a review of the transaction, a determination will be made as to whether the transaction constitutes a related person transaction under the SEC’s rules. As appropriate, the Nominating and Corporate Governance Committee or the Audit Committee will then review the terms and substance of the transaction to determine whether to ratify or approve the related person transaction. In determining whether the transaction is consistent with Kimberly-Clark’s best interest, the Nominating and Corporate Governance Committee or the Audit Committee may consider any factors deemed relevant or appropriate, including: In accordance with the Dodd-Frank Act and applicable SEC rules, we are providing the following information about the relationship of our To identify our median employee, Similar to our Stockholders who have the same address and last name as of the record date and have not previously requested electronic delivery of proxy materials may receive their voting materials in one of two ways. They may receive a single proxy package containing one annual report, one proxy statement and multiple proxy cards for each stockholder. Or they may receive one envelope containing a Notice of Internet Availability of Proxy Materials for each stockholder. This “householding” procedure helps us reduce printing and postage costs associated with providing our proxy materials and is consistent with our sustainability efforts. If you reside in the same household with another stockholder with the same last name and would like us to mail proxy-related materials to you separately in the future, or are receiving multiple copies of materials and wish to receive only one set of proxy-related materials, please contact Stockholder Services by mail at P.O. Box 619100, Dallas, Texas 75261-9100, by telephone at (972) 281-5317 or by e-mail at stockholders@kcc.com. Beneficial stockholders can request information about householding from their banks, brokers or other such holders of record. Stockholder Proposalsfor Inclusionin Next Year’s Proxy Statement Stockholders who, in accordance with SEC Rule 14a-8, wish to present proposals for inclusion in our proxy statement and form of proxy for the Stockholder Director Nominees for Inclusion in Next Year’s Proxy Statement Stockholders who wish to nominate one or more director candidates to be included in our proxy statement and form of proxy pursuant to By-Law 11A of our By-Laws (a “proxy access nomination”) for the Stockholder Director Nominees Not Included in Next Year’s Proxy Statement Under our Certificate of Incorporation and By-Laws, a stockholder who wishes to nominate a candidate for election to the Board who is not intended to be included in our proxy statement for the announced. A nomination that does not comply with the requirements set forth in our Certificate of Incorporation and By-Laws will not be considered for presentation at the annual meeting, but will be considered by the Nominating and Corporate Governance Committee for any vacancies arising on the Board between annual meetings in accordance with the process described in “Proposal 1. Election of Directors - Process and Criteria for Nominating Directors.” Under our Certificate of Incorporation and By-Laws, a stockholder who wishes to present a proposal at the General Information about our Annual Meeting On behalf of the Board of Directors of Kimberly-Clark Corporation, we are soliciting your proxy for use at the 2022 Annual Meeting of Stockholders, to be held virtually on April 27, 2022, at 9:00 a.m. Central Time. We began providing our proxy statement and form of proxy to stockholders on March 7, 2022. As Securities and Exchange Commission (“SEC”) rules permit, we are making our proxy statement and our annual report available to many of our stockholders via the Internet rather than by mail. This reduces printing and delivery costs and supports our sustainability efforts. You may have received in the mail a “Notice of Electronic Availability” explaining how to access this proxy statement and our annual report on the Internet and how to vote online. If you received this Notice but would like to receive a paper copy of the proxy materials, you should follow the instructions contained in the notice for requesting these materials. If you were a stockholder of record at the close of business on the record date of February 28, 2022, you are eligible to vote at the meeting. Each share that you own entitles you to one vote. As of the record date, 336,928,381 shares of our common stock were outstanding. You may vote by attending the meeting, by using the Internet or telephone, or (if you received printed proxy materials) by completing and returning a proxy form by mail. If telephone or Internet voting is available to you, see the instructions on the notice of electronic availability or the proxy form and have the notice or proxy form available when you access the Internet website or place your telephone call. To vote your proxy by mail, mark your vote on the proxy form, then follow the instructions on the card. Please note that if you received a notice of electronic availability as described above, you cannot vote your shares by filling out and returning the notice. Instead, you should follow the instructions contained in the notice on how to vote by using the Internet or telephone. The named proxies will vote your shares according to your directions. The voting results will be certified by independent Inspectors of Election. If you sign and return your proxy form, or if you vote using the Internet or by telephone, but you do not specify how you want to vote your shares, the named proxies will vote your shares as follows: There are several ways to revoke or change your vote: There must be a quorum to conduct business at the Annual Meeting, which is established by having a majority of the shares of our common stock present in person or represented by proxy. Election of Directors. A director nominee will be elected if he or she receives a majority of the votes cast at the meeting in person or by proxy. If any nominee does not receive a majority of the votes cast, then that nominee will be subject to the Board’s policy regarding resignations by directors who do not receive a majority of “for” votes. Other Proposals or Matters. Approval requires the affirmative vote of a majority of shares that are present at the Annual Meeting in person or by proxy and are entitled to vote on the proposal or matter. Election of Directors. Abstentions will have no impact on the outcome of the vote. They will not be counted for the purpose of determining the number of votes cast or as votes “for” or “against” a nominee. Other Proposals. Abstentions will be counted: Routine Matters. If your shares are held through a broker and you do not instruct the broker on how to vote your shares, your broker may choose to leave your shares unvoted or to vote your shares on routine matters. “Proposal 2. Ratification of Auditor” is the only routine matter on the agenda at this year’s Annual Meeting. Non-Routine Matters. Without instructions, your broker cannot vote your shares on non-routine matters, resulting in what are known as “broker non-votes.” Broker non-votes will not be considered present or entitled to vote on non-routine matters and will also not be counted for the purpose of determining the number of votes cast on these proposals. If you participate in our Direct Stock Purchase and Dividend Reinvestment Plan, you will receive a proxy form that represents the number of full shares in your plan account plus any other shares registered in your name. There are no special instructions for voting shares held in the plan; simply use the normal voting methods described in this proxy statement. We are also sending or otherwise making this proxy statement and voting materials available to participants who hold Kimberly-Clark stock through any of our employee benefit and stock purchase plans. The trustee of each plan will vote whole shares of stock attributable to each participant’s interest in the plans in accordance with the participant’s directions. If a participant gives no directions, the plan committee will direct the voting of his or her shares. The 2022 Annual Meeting will be hosted as an audio webcast at https://meetnow.global/MJW2GVW. The meeting will begin promptly at 9:00 a.m. Central Time, and online access will open 15 minutes prior to allow time to login. To login to and attend the meeting you have two options: join as a “Stockholder” or join as a “Guest.” Joining as a “Stockholder” will enable you to vote your shares at the meeting and ask questions. To join as a “Stockholder” you will be required to have some additional information, as described below. Alternatively, you can join as a “Guest” in listen-only mode. Stockholder List. A list of record date stockholders will be available electronically at the meeting website during the annual meeting. In addition, information on how to obtain access to the stockholder list will be available during the ten days preceding the meeting at https://investor. kimberly-clark.com. To examine the list you must either hold shares through Computershare or provide an image of a legal proxy in your name from the broker, bank or other nominee that holds your shares. In order to obtain a legal proxy, you should as soon as possible (1) log into the voting site listed on the voting instruction form you received and click on “Vote in person at the meeting” or (2) request one through your bank or broker. Technical Assistance and Questions. The virtual meeting platform is supported across multiple browsers (MS Edge, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting prior to the start time. For further assistance should you need it you may call 1-888-724-2416. For additional shareholder support, call Stockholder Services by telephone at (972) 281-5317 or by e-mail at stockholders@kcc.com. Kimberly-Clark will bear all costs of this proxy solicitation, including the cost of preparing, printing and delivering materials, the cost of the proxy solicitation and the expenses of brokers, fiduciaries and other nominees who forward proxy materials to stockholders. In addition to mail and electronic means, our employees may solicit proxies by telephone or otherwise. We have retained D. F. King & Co., Inc. to aid in the solicitation at a cost of approximately $20,000 plus reimbursement of out-of-pocket expenses. Other Matters Our management does not know of any other matters to be presented at the Annual Meeting. Should any other matter requiring a vote of the stockholders arise at the meeting, the persons named in the proxy will vote the proxies in accordance with their best judgment. Kimberly-Clark Corporation By Order of the Board of Directors. Alison M. Rhoten, Kimberly-Clark Corporation Using a black ink pen, mark your votes with an X as shown in this example. Save paper, time and ▼ IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼ 02 - John W. Culver 03 - Robert W. Decherd 05 - Mae C. Jemison, M.D. 06 - S. Todd Maclin 08 - Sherilyn S. McCoy 09 - Christa S. Quarles 11 - Dunia A. Shive 3. Advisory Vote to Approve Named Executive Officer Compensation + 03KISB Proxy — Kimberly-Clark Corporation IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDER MEETING TO BE HELD ON APRIL 27, 2022: The Notice of the Annual Meeting, the Proxy Statement, and the 2021 Annual Report, including Form 10-K, are available at http://www.kimberly-clark.com/investors. The 2022 Annual Meeting of Stockholders of Kimberly-Clark Corporation will be held on To access the virtual meeting, you must have the information that is printed in the shaded bar located on the reverse side of this form. Small steps make an impact. Help the environment by consenting to receive electronic ▼ IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. ▼ Solicited on Behalf of the Board of Directors Michael D. Hsu, Jeffrey P. Melucci and IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR THE LISTED NOMINEES IN PROPOSAL 1, AND FOR PROPOSALS 2 IF YOU PREFER TO VOTE SEPARATELY ON INDIVIDUAL PROPOSALS YOU MAY DO SO BY MARKING THE APPROPRIATE BOXES, ON THE REVERSE SIDE AND SIGNING AND DATING This card also constitutes voting instructions to the trustees of the Corporation’s employee benefits and stock purchase plans to vote whole shares attributable to accounts the undersigned may hold under such plans. If no voting instructions are provided, the respective plan committees, which are comprised of management personnel, will direct the trustees to vote the shares. Please date, sign and return this proxy/voting instruction card promptly. If you own shares directly and plan to attend the Annual Stockholder Meeting, please so indicate in the space provided below. IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE PLEASE RETURN THIS CARD IN THE SELF-ADDRESSED ENVELOPE PROVIDED. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. C Change of Comme Executive Chairman of the Board and the Lead Director, the Committee screens and recruits director candidates and recommends to the Board any new appointments and nominees for election as directors at our annual meeting of stockholders. It also recommends nominees to fill any vacancies. As provided in our Certificate of Incorporation, the Board of Directors has the authority to determine the size of the Board and to fill any vacancies that occurappoint directors between annual meetings of stockholders. This year, Mr. Smucker was recommended for nomination by an Independent Director. The Nominating and Corporate Governance Committee periodically retains a search firm to assist it in identifying and recruiting director candidates meeting2020242022 Proxy Statement 23Proposal 1. Election of DirectorsDiversity of Directors -Stockholder- Stockholder Rights,” our By-Laws provide for proxy access stockholder nominations of director candidates. Stockholders who wish to nominate directors under our proxy access By-Law should follow the instructions under “Other Information - Stockholder Director Nominees for Inclusion in Next Year’s Proxy Statement.” Stockholders who wish to nominate directors who are not intended to be included in the company’s proxy materials should follow the instructions under “Other Information - Stockholder Director Nominees Not Included in Next Year’s Proxy Statement.” Leadership experience as a chief or senior executive officer Marketing, e-commerce and digital experience Industry experience Compensation, governance and public company board experience International experience Diversity of background or viewpoint Financial expertise base.base, including gender and ethnic/racial diversity. While the Committee carefully considers this diversity when identifying potential director candidates, the Committee has not established a formal policy regarding diversity. Our Board currently includes individuals of differing ages, races and genders. In particular, 46% of our director nominees are female and 31% of our director nominees are ethnically diverse.2420202022 Proxy Statement25 Proposal 1. Election of DirectorsThe Nominees 
Age 61packaged goods, and has marketing compensation, governance and public company board experience.26 2022 Proxy Statement Proposal 1. Election of Directors The Nominees 
Age 6870 A. H. BeloDallasNews CorporationCorporation,Corporation), a newspaper publishing and Internet company, in 2018. He previously served as Chairman, President and Chief Executive Officer of A. H. BeloDallasNews Corporation from 2008 to 2013 and served as Vice Chairman of the Board from 2013 to 2016. Mr. Decherd was Chief Executive Officer of Belo Corp., a broadcasting and newspaper publishing company, from 1987 to 2008, when the company split its newspaper and television businesses into two publicly-held entities. Mr. Decherd is presently Chairman of Parks for Downtown Dallas, a civic organization. He has previously served as a member of the Advisory Council of the Harvard University Center for Ethics and the Board of Visitors of the Columbia Graduate School of Journalism.2015: A. H. Belo Corporation2017: DallasNews Corporation.has been determined by our Board to be an “audit committeesatisfies the financial expert” underliteracy requirements of the SEC’s rules and regulations,NYSE, has leadership experience as a chief executive officer, provides diversity of background and viewpoint, and has marketing, compensation, governance and public company board experience.2020 Proxy Statement25Proposal 1. Election of Directors Diversity of Directors 
Age 5557 was electedhas served as Chairman of the Board insince January 2020 and as Chief Executive Officer insince January 2019. Prior to that, he served as President and Chief Operating Officer since 2017, where he was responsible for the day-to-day operations of our business units, along with our global innovation, marketing and supply chain functions. He served as Group President, K-C North America from 2013 to 2016, where he was responsible for our consumer business in North America, as well as leading the development of new business strategies for global nonwovens. From 2012 to 2013, his title was Group President, North America Consumer Products. Prior to joining Kimberly-Clark, Mr. Hsu served as Executive Vice President and Chief Commercial Officer of Kraft Foods, Inc., from January 2012 to July 2012, as President of Sales, Customer Marketing and Logistics from 2010 to 2012 and as President of its grocery business unit from 2008 to 2010. Prior to that, Mr. Hsu served as President and Chief Operating Officer, Foodservice at H. J. Heinz Company.2015: Mr. Hsu has been elected to the board of2017: Texas Instruments Incorporated effective(since April 1, 2020.2020).2022 Proxy Statement 27 Proposal 1. Election of Directors The Nominees 
Age 6365 currently chairsis on its new study on increasing representation of women in science, technology, engineering, mathematics and medicine for the National Academies.governance council. She serves on the National Board of Professional Teaching Standards.Standards and the NASA Innovative Advanced Concepts External Advisory Council. She was founding chair of the State of Texas Product Development and Small Business Incubator Board and was a member of the National Advisory Council for Biomedical Imaging and Bioengineering.2015: Scholastic Corporation (through September 2015) and2017: Valspar Corporation (through June 2017).262020 Proxy StatementProposal 1. Election of Directors Diversity of Directors 
May 2019
Age 6365 and servedwhile also serving on the company'scompany’s Operating Committee. Prior to that, he held a variety of leadership roles, including Regional Executive for Texas and the Southwest U.S., and Global Executive for Energy Investment Banking. Mr. Maclin serves as a director of The University of Texas Development Board, as a member of the Advisory Council for McCombs Graduate School of Business, on the Executive Committee of The University of Texas Chancellor'sChancellor’s Council, on the Board of Visitors of UT Southwestern Health System, on the Steering Committee for the O'DonnellO’Donnell Brain Institute for UT Southwestern, and on the Board of Southwestern Medical Foundation and is a member of its Investment Committee. Mr. Maclin also serves on the Boardis a lifetime member of The University of Texas Ex-Students'Ex-Students’ Alumni Association (Texas Exes) and. He has served on the Texas Exes’ Board of Directors, as its Interim Co-Executive Director during 2017. Mr. Maclin is2017, and served as President of Texas Exes for the term of June 2019-2020. He is also a lifetime member of Texas Exes and the UT President'sPresident’s Associates. In 2017, Mr. Maclin was inducted into the UT McCombs Texas Business Hall of Fame. Mr. Maclin also serves on the Board of Directors of RRH Corporation, the parent company of Hunt Consolidated, Inc.; is a Board Advisor for Cyber Defense Labs; and is anas Advisory Director of Susser Banc Holdings, Inc. (formerly BancAffiliated, Inc.).2015: None.2017: Trinity Industries, Inc. (since September 2020).28 2022 Proxy Statement Proposal 1. Election of Directors The Nominees 
Age 59
Age 6163 2015:2017: AstraZeneca PLC (since October 2017), Avon Products, Inc. (through February 2018), Certara, Inc. (through November 2021), NovoCure Limited (since May 2018) and Stryker Corporation (since May 2018).20202022 Proxy Statement2729Proposal 1. Election of Directors Diversity of DirectorsThe Nominees 
Age 4648 Former Chief Executive Officer, OpenTable, Inc.Corel Corporation and part of The Priceline Group, Inc. from November 2015 to 2018. Ms. Quarles served as the Chief Financial Officer of OpenTable from May 2015 to November 2015, when she was appointed Chief Executive Officer. Prior to joining OpenTable, Ms. Quarles served as Chief Business Officer of Nextdoor, Inc. from 2014 to May 2015. From 2010 to 2014, Ms. Quarles held positions of increasing responsibility with The Walt Disney Company, including Senior Vice President, General Manager Mobile and Social Games; General Manager, Disney Mobile Games; and Chief Financial Officer and Head of Business Operations, Mobile and Social Games. Prior to that, she was Chief Financial Officer of Playdom Inc., which was acquired by The Walt Disney Company in 2010.2015: None2017: Affirm Holdings, Inc. (since January 2021).has been determined by our Board to be an “audit committeesatisfies the financial expert” underliteracy requirements of the SEC’s rules and regulationsNYSE and has a background in finance, has leadership experience as a chief executive officer, provides diversity of background and viewpoint, and has marketing, digital marketing and e-commerce experience. 
2007
September 2021
Age 6655 Ian C. ReadJaime A. RamirezFormer Chairman of the BoardExecutive Vice President and Chief Executive Officer, Pfizer,President, Global Tools & Storage, Stanley Black & Decker, Inc.ReadRamirez has served as Executive ChairmanVice President and President, Global Tools & Storage of Pfizer,Stanley Black & Decker, Inc., a drug manufacturer,leading industrial and consumer products company, since July 2020. Prior to that, he served as Senior Vice President and Chief Operating Officer, Tools & Storage, from January 2019 to December2020 and Senior Vice President and President, Global Emerging Markets, from 2012 to 2019. Prior to that, he served as Chairmanin a number of leadership roles since joining the Boardcompany in 1991, including President, Construction and Chief Executive Officer since 2011DIY, Latin America and President, and Chief Executive Officer since 2010. Mr. Read joined Pfizer in 1978 in its financial organization. He worked in Latin America through 1995, holding positions of increasing responsibility, and was appointed President of the Pfizer International Pharmaceuticals Group, Latin America/Canada in 1996. In 2000, Mr. Read was named Executive Vice President of Europe/Canada and was named a corporate Vice President in 2001. In 2006, he was named Senior Vice President of Pfizer, as well as Group President of its Worldwide Biopharmaceutical Businesses.Group.2015: Pfizer, Inc. (through December 2019)2017: None.ReadRamirez satisfies the financial literacy requirements of the NYSE, and has a background in finance, has leadership experience as a chiefsenior executive, officer, provides diversity of background and viewpoint, has international experience and experience with branded consumer goods, and has marketing, compensation, governancedigital marketing and public company boarde-commerce experience.283020202022 Proxy StatementProposal 1. Election of Directors Diversity of DirectorsThe Nominees 
May 2019
Age 5961 2015:2017: DallasNews Corporation (since September 2021), Dr Pepper Snapple Group, Inc. (through July 2018), Main Street Capital Corporation (since March 2019)2020) and Trinity Industries, Inc. 
September 2019
Age 5052 2015:2017: The J.M. Smucker CompanyCompany.SEC���sSEC’s rules and regulations, has leadership experience as a chief executive officer, has knowledge about our industries, has experience with branded consumer packaged goods, and has marketing, compensation, governance and public company board experience.20202022 Proxy Statement2931Proposal 1. Election of Directors Diversity of DirectorsThe Nominees 
Age 6870 July 2015. From 2003 until 2009, Mr. White was Chief Executive Officer of PepsiCo International and Vice Chairman, PepsiCo, Inc. after holding positions of increasing importance with PepsiCo since 1990. Mr. White is a member of the Boston College Board of Trustees and is Vice Chairman of The Partnership to End Addiction.2015:2017: Bank of America Corporation (since June 2016), DIRECTV (through July 2015) and Whirlpool Corporation.has been determined by our Board to be an “audit committeesatisfies the financial expert” underliteracy requirements of the SEC’s rules and regulations,NYSE, has leadership experience as a chief executive officer, provides diversity of background and viewpoint, has international experience, and has marketing, digital marketing, e-commerce, compensation, governance and public company board experience.The Board of Directors unanimously recommends a voteFORthe election of each of the eleventhirteen nominees for director.303220202022 Proxy StatementProposal 1. Election of Directors Director Compensation 20112021 Outside Directors’ Compensation Plan. All Independent Directors currently on our Board are Outside Directors and are compensated under this Plan.► ► ► ►2018,2020, the Nominating and Corporate Governance Committee assessed our Outside Director compensation against the median non-management director compensation for our peers. Based on this review, the Committee recommended no change to Outside Director compensation for 2019,2021, and the Board agreed with the Committee’s recommendation.2019:2021:Board Members Committee Chairs Additional annual grant of restricted share units with a value of $20,000, awarded and valued on the first business day of the year Lead Director Additional annual grant of restricted share units with a value of $30,000, awarded and valued on the first business day of the year Stockholder
AlignmentRestricted share units are not paid out until retirement or other termination of Board service 20202022 Proxy Statement3133Proposal 1. Election of Directors 20192021 Outside Director Compensation2019.Name(1) Fees Earned or
Paid in Cash($)Stock
Awards
($)(2)(3)(4)All Other
Compensation
($)(5)Total($)(6) John F. Bergstrom 50,000 180,000 20,000 250,000 Abelardo E. Bru 100,000 200,000 10,000 310,000 Robert W. Decherd 100,000 180,000 30,000 310,000 Fabian T. Garcia 100,000 180,000 — 280,000 Mae C. Jemison, M.D. 100,000 180,000 — 280,000 James M. Jenness 50,000 180,000 — 230,000 Nancy J. Karch 100,000 200,000 10,000 310,000 S. Todd Maclin 75,000 120,000 — 195,000 Sherilyn S. McCoy 100,000 180,000 — 280,000 Christa S. Quarles 100,000 180,000 5,000 285,000 Ian C. Read 100,000 210,000 10,000 320,000 Marc J. Shapiro 100,000 180,000 — 280,000 Dunia A. Shive 75,000 120,000 — 195,000 Mark T. Smucker 50,000 60,000 — 110,000 Michael D. White 100,000 200,000 — 300,000
2021.Name(1) Fees Earned or
Paid in Cash($) Stock
Awards
($)(2)(3)(4) All Other
Compensation
($)(5) Total($)(6) Abelardo E. Bru 50,000 200,000 5,000 255,000 John W. Culver 100,000 180,000 10,000 290,000 Robert W. Decherd 100,000 200,000 10,000 310,000 Mae C. Jemison, M.D. 100,000 180,000 10,000 290,000 S. Todd Maclin 100,000 180,000 — 280,000 Deirdre A. Mahlan 50,000 60,000 — 110,000 Sherilyn S. McCoy 100,000 180,000 — 280,000 Christa S. Quarles 100,000 180,000 5,000 285,000 Jaime A. Ramirez 50,000 60,000 — 110,000 Ian C. Read 100,000 180,000 2,000 282,000 Dunia A. Shive 100,000 200,000 — 300,000 Mark T. Smucker 100,000 180,000 — 280,000 Michael D. White 100,000 210,000 — 310,000 (1) Messrs. Bergstrom and JennessMr. Bru served as directorsa director until theirhis retirement on May 2, 2019April 29, 2021 and received fees for two quarters. Ms. Mahlan and Mr. Maclin and Ms. Shive joined the Board on May 2, 2019 and received a pro-rated stock award as well as fees for three quarters. Mr. SmuckerRamirez joined the Board on September 18, 201915, 2021 and received a pro-rated stock award as well as fees for two quarters.(2) Amounts shown reflect the grant date fair value of those grants, determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 — Stock Compensation (“ASC Topic 718”) for restricted share unit awards granted pursuant to our 2011 Outside Directors’ Compensation Plan.Plan (grants before April 29, 2021) and 2021 Outside Directors’ Compensation Plan (grants after April 29, 2021). See Note 57 to our audited consolidated financial statements included in our Annual Report on Form 10-K for 20192021 for the assumptions used in valuing these restricted share units.(3) Restricted share unit awards were granted to the Outside Directors on January 2, 2019,4, 2021, except for Mr. Maclin and Ms. Shive who joined the Board and received a grant on May 2, 2019Mahlan and Mr. SmuckerRamirez who joined the Board and received a grant on September 18, 2019.15, 2021. The number of restricted share units granted is set forth below:Name Restricted Share Unit Grants in 2019(#)2021(#)John F. BergstromAbelardo E. Bru1,6101,499Abelardo E. BruJohn W. Culver1,7891,349Robert W. Decherd 1,6101,499Fabian T. Garcia1,610Mae C. Jemison, M.D. 1,6101,349James M. JennessS. Todd Maclin1,6101,349Nancy J. KarchDeirdre A. Mahlan1,789438Sherilyn S. Todd MaclinMcCoy9431,349SherilynChrista S. McCoyQuarles1,6101,349Christa S. QuarlesJaime A. Ramirez1,610438Ian C. Read 1,8791,349Marc J. ShapiroDunia A. Shive1,6101,499Dunia A. ShiveMark T. Smucker9431,349Mark T. Smucker451Michael D. White 1,7891,574323420202022 Proxy StatementProposal 1. Election of Directors 20192021 Outside Director Compensation(4) As of December 31, 2019,2021, Outside Directors had the following stock awards outstanding: Name Restricted Stock(#) Restricted Share Units(#) John F. BergstromAbelardo E. Bru— — Abelardo E. BruJohn W. Culver— 37,1391,803 Robert W. Decherd 3,000 47,03453,066 Fabian T. GarciaMae C. Jemison, M.D.— —49,026 Mae C. Jemison, M.D.S. Todd Maclin— 43,3883,805 James M. JennessDeirdre A. Mahlan— —438 Nancy J. KarchSherilyn S. McCoy— 20,5465,109 Christa S. Todd MaclinQuarles— 9578,950 Sherilyn S. McCoyJaime A. Ramirez— 2,181438 Christa S. QuarlesIan C. Read— 5,78535,907 Ian C. ReadDunia A. Shive— 30,8593,958 Marc J. ShapiroMark T. Smucker— 48,0893,265 Dunia A. ShiveMichael D. White— 95711,070 Mark T. Smucker(5)—451Michael D. White—7,412(5)Reflects charitable matching gifts paid in 20192021 under the Kimberly-Clark Foundation’s Matching Gifts Program to a charity designated by the director. This program is available to all our employees and directors. Under the program, the Kimberly-Clark Foundation matches employees’ and directors’ financial contributions to qualified educational and charitable organizations in the United States on a dollar-for-dollar basis, up to $10,000 per person per calendar year. Amounts paid in 20192021 in connection with certain matching gifts for Messrs. Bergstrom, DecherdBru, Culver and Read and Mmes. KarchJemison and Quarles reflect donations made in 2018. In addition, $10,000 of the amount shown for Mr. Decherd was paid in 2019 in connection with a donation made in 2017.2020. Not included in this column is the value of retirement gifts to each of Mr. Bergstrom and Mr. Jenness,Bru, which had a value of less than $1,000. In addition, we made a charitable contribution of $50,000 in honor of each of Mr. Bergstrom and Mr. Jenness. These contributions wereBru. This contribution was made directly by Kimberly-Clark to a charitable organizationsorganization selected by Kimberly-Clark and werewas not made in the name or at the direction of Mr. Bergstrom orBru. Mr. Jenness. Mr. Bergstrom and Mr. JennessBru did not receive any personal benefit from these contributionsthe contribution and accordingly, the amount of the contribution has been excluded from the Director Compensation table.(6) During 2019,2021, Outside Directors received credit for cash dividends on restricted stock held by them. These dividends are credited to interest bearing accounts maintained by us on behalf of those Outside Directors with restricted stock. Earnings on those accounts are not included in the Outside Director Compensation Table because the earnings were not above market or preferential. Also in 2019,2021, Outside Directors received additional restricted share units with a value equal to the cash dividends paid during the year on our common stock on the restricted share units held by them. Because we factor the value of the right to receive dividends into the grant date fair value of the restricted stock and restricted share units awards, the dividends and dividend equivalents received by Outside Directors are not included in the Outside Director Compensation table. The dividends and other amounts credited on restricted stock and additional restricted share units credited in 20192021 were as follows: Name Dividends Credited on
Restricted Stock($)Number of Restricted Share
Units Credited in 2019(#)2021(#)Grant Date Fair Value of
Restricted Share Units
Credited($) John F. BergstromAbelardo E. Bru6,090—721.29661.5484,07990,017 Abelardo E. BruJohn W. Culver— 1,162.3348.20147,2226,498 Robert W. Decherd 12,27013,4701,477.901,722.04187,098231,773 Fabian T. GarciaMae C. Jemison, M.D.— 486.131,591.2561,696214,169 Mae C. Jemison, M.D.S. Todd Maclin— 1,362.23113.61172,47215,301 James M. JennessDeirdre Mahlan— 568.09—66,239— Nancy J. KarchSherilyn S. McCoy— 635.87156.2280,65421,036 Christa S. Todd MaclinQuarles— 14.14281.721,95037,927 Sherilyn S. McCoyJaime Ramirez— 54.77—7,153— Christa S. QuarlesIan C. Read— 169.121,162.5621,611156,474 Ian C. ReadDunia A. Shive— 962.28117.44121,94015,819 Marc J. ShapiroMark T. Smucker— 1,511.3895.98191,33112,929 Dania A. ShiveMichael D. White—14.141,950 Mark T. Smucker———— Michael D. White349.22—219.1427,96247,01320202022 Proxy Statement3335Proposal 1. Election of Directors 20192021 Outside Director Compensation2019.2021.2019,2021, the Nominating and Corporate Governance Committee, with the assistance of Mercer, revisited the Corporation’s Outside Director compensation to assess whether it still met our objectives for Outside Director compensation as described above. In its assessment, the Committee compared aggregate Outside Director cash and equity compensation to the median compensation of the outside directors of our peer group, as well as the structure of our compensation programs of our peer group. For information regarding our peer group, see “Compensation Discussion and Analysis” below. Based on this review, the Committee determined notthat the aggregate compensation for our Outside Directors would be below the median of our peer group in 2022. The Committee then recommended to make anythe Board, and the Board approved, changes to our Outside Director Compensation Program for 2020.Directors aggregate compensation to more closely align with the median aggregate compensation of our peer group.342020The annual cash retainer is increased from $100,000 to $105,000, andThe value of the annual grant of restricted share units is increased from $180,000 to $185,000. 36 2022 Proxy Statement
Ratification of Auditor2020,2022, the Audit Committee has selected Deloitte & Touche LLP (along with its member firms and affiliates, “Deloitte”) as the independent registered public accounting firm to audit our financial statements. In engaging Deloitte for 2020,2022, the Audit Committee utilized a review and selection process that included the following:►
a review of management’s assessment of the services Deloitte provided in 20192021 and a comparison of this assessment to prior years’ reviews ►discussions, in executive session, with the Chief Financial Officer and the Vice President and Controller regarding their viewpoints on the selection of the 20202022 independent auditor and on Deloitte’s performance ►discussions, in executive session, with representatives of Deloitte about their possible engagement ►Audit Committee discussions, in executive session, about the selection of the 20202022 independent auditor ►a review and approval of Deloitte’s proposed estimated fees for 20202022 ►a review and assessment of Deloitte’s independence ►the Audit Committee’s consideration of the fact that Deloitte has served as our independent auditor since 1928, including its understanding of our global business, accounting policies and practices, and internal control over financial reporting, and its conclusion that thisits term of service does not impact Deloitte’s independenceThe Board of Directors unanimously recommends a voteFORratification of Deloitte’s selection as Kimberly-Clark’s auditor for 2020.2022.20202022 Proxy Statement 3537Proposal 2. Ratification of AuditorAudit Committee Approval of Audit and Non-Audit Services 20192021 and 2018,2020, were as follows (dollars in millions):2019($) 2018($) Audit Fees(1) 11.5 11.8 Audit-Related Fees(2) 0.3 4.4 Tax Fees(3) 2.3 1.9 All Other Fees — — 2021($) 2020($) Audit Fees(1) 10.9 11.1 Audit-Related Fees(2) 0.3 0.6 Tax Fees(3) 2.1 2.6 All Other Fees — — (1) These amounts represent fees billed or expected to be billed for professional services rendered by Deloitte for the audit of Kimberly-Clark’s annual financial statements for the fiscal years ended December 31, 20192021 and 2018,2020, reviews of the financial statements included in Kimberly-Clark’s Forms 10-Q, and other services that are normally provided by the independent registered public accounting firm in connection with statutory or regulatory filings or engagements for each of those fiscal years. These amounts also include fees for an audit of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002.(2) These amounts represent aggregate fees billed or expected to be billed by Deloitte for assurance and related services reasonably related to the performance of the audit or review of our financial statements, that are not included in the audit fees listed above. These services include engagements related to employee benefit plans, comfort letters, attest services, consents, assistance with and review of SEC filings, due diligence and accounting consultation in connection with acquisitions and dispositions, and other matters. (3) These amounts represent Deloitte’s aggregate fees for tax compliance, tax advice and tax planning for 20192021 and 2018.2020. Approximately $0.1 million and $0.2 million was for tax compliance/preparation fees in 2019each of 2021 and 2018, respectively.2020.Using the following procedures,all audit andnon-audit services to be performed by Deloitte, reviews a report summarizing year-to-date approved non-audit services provided by Deloitte, to Kimberly-Clark:►At the first face-to-face Audit Committee meeting each year, our Chief Financial Officer presents a proposal, including fees, to engage Deloitte for audit services;►Before the first face-to-face Audit Committee meeting of the year, our Vice President and Controller oversees the preparation of a detailed memorandum regarding non-audit services to be provided by Deloitte during the year. This memorandum includes the services to be provided, the estimated cost of these services, reasons why it is appropriate to have Deloitte provide these services, and reasons why the requested service is not inconsistent with applicable auditor independence rules; and►Before each subsequent face-to-face meeting of the Audit Committee, our Vice President and Controller oversees the preparation of an additional memorandum that includes updated information regarding the approved services and highlights any new audit and non-audit services to be provided by Deloitte. All new non-audit services to be provided are described in individual requests for services.The Audit Committee reviews an updated projection of the requests presented in these proposals and memoranda and approves all services it finds acceptable.ChairmanChair of the Audit Committee the authority to amend or modify the list of audit and non-audit services and fees between meetings, as long as the additional or amended services do not affect Deloitte’s independence under applicable rules. Any actions taken under this authority are reported to theThe Audit Committee at its next face-to-face Committee meeting.then reviews the Chair’s approval decisions each quarter.20192021 and 20182020 were pre-approved by the Audit Committee or the Audit Committee Chairman.Chair.363820202022 Proxy StatementProposal 2. Ratification of AuditorAudit Committee Approval of Audit and Non-Audit Services 2019,2021, with management and the auditor. The Audit Committee also reviewed management’s assessment of the effectiveness of internal controls as of December 31, 2019,2021, and discussed the auditor’s examination of the effectiveness of Kimberly-Clark’s internal control over financial reporting.2019,2021, for filing with the SEC. The Audit Committee also has selected and recommended to stockholders for ratification the reappointment of Deloitte as the independent registered public accounting firm for 2020.2022.Michael D. White, ChairmanDunia A. Shive, Chair RobertJohn W. DecherdCulver
S. Todd MaclinChrista S. QuarlesDeirdre MahlanDunia A. ShiveJaime Ramirez
Mark T. Smucker20202022 Proxy Statement3739
to Approve Named Executive
Officer Compensation► ► ► ►20192021 compensation of our named executive officers, see “Compensation Discussion and Analysis,” below.compensation.compensation on an annual basis. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our executives and the objectives, policies and practices described in this proxy statement. Accordingly, we will ask our stockholders to vote on the following resolution at the Annual Meeting:The Board of Directors unanimously recommends a voteFORthe approval of named executive officer compensation, as disclosed in this proxy statement pursuant to the SEC’s compensation disclosure rules. 38202040 2022 Proxy Statement
and Analysis20192021 compensation for our named executive officers.2019,2021, our named executive officers are:Named Executive Officer Title Michael D. Hsu Chief Executive Officer Thomas J. FalkExecutive Chairman of the BoardMaria G. Henry Senior Vice President and Chief Financial Officer Kimberly K. UnderhillRussell Torres*Group President, K-C North America Jeffrey P. MelucciSenior Vice Chief Business Development and Legal Officer Gonzalo Uribe President, and General CounselK-C Latin America* Mr. Torres served as our President, K-C Professional until April 2021, when he was appointed Group President, K-C North America. Mr. FalkIn addition, we provide compensation information regarding Kimberly Underhill who served as our Group President, K-C North America until April 2021 when she assumed a transitional role until she departed the company on September 1, 2021. References in the following discussion to our “named executive officers” do not include Ms. Underhill unless we specify otherwise. We discuss Ms. Underhill’s compensation separately under “Executive Compensation for 2021 - Compensation of Former Named Executive Chairman of the Board during 2019 and retired on December 31, 2019.Officer” below. and adjusted operating profit return on sales (OPROS).Performance Measure* 2019 Results 2019 Target Net sales $18.45 billion $18.13 billion Adjusted EPS $6.89 $6.61 Adjusted OPROS Improvement +78 bps +60 bps Performance Measure* 2021 Results 2021 Target Net sales $19.4 billion $20.1 billion Adjusted EPS $6.18 $7.89 * See “2019“2021 Performance Goals, Performance Assessments and Payouts” for additional information on how we use these measures to promote our pay-for-performance culture.20192021 performance, the Management Development and Compensation Committee of our Board (the “Committee”) concluded that:►delivered a strongdid not deliver its financial performance in 2019 with above target level net sales, adjusted earnings per share and adjusted OPROS growth, and ►management continuesnevertheless prudently managed our business through extreme market conditions and continued to make good progress executing strategies for our long-term success, including: ➢growing
focusing on targeted growth initiatives and product innovations, including the Softex Indonesia integration, and continuing to enhance our portfolio of iconic brands,commercial capabilities for long-term success, ➢emphasizing market share improvement in our priority markets, including in our personal care business, 2022 Proxy Statement 41 Compensation Discussion and Analysis 2021 Compensation Highlights leveraging cost and financial discipline to fund growth and improve margins, taking multiple pricing actions, generating significant cost savings, managing discretionary spending and completing the 2018 Global Restructuring Program, and ➢allocating capital in stockholder-friendly ways, enabled by strong cash flow.returning approximately $1.9 billion to stockholders through dividends and share repurchases.2019 above2021 below the target amount, including an incentive payout for the Chief Executive OfficerCEO at 13262 percent of his target payment amount.2020 Proxy Statement39Compensation Discussion and Analysis 2019 Compensation Highlights2019.2021. Also, to further align the financial interests of our executives with those of our stockholders, a majority of our executives’ target direct annual compensation for 20192021 was equity based.Chairman and CEO 
Named Executive
Officers
Chairman and CEO Named Executive Officers 
20192021 Stockholder Advisory Vote20192021 Annual Meeting, our executive compensation program received the support of approximately 9594 percent of shares represented at the meeting. The Committee has considered the results of this vote and views this outcome as evidence of stockholder support of its executive compensation decisions and policies. Accordingly, the Committee has not made any substantial changes to its executive compensation policies for 2020.2022. The Committee will continue to review the annual stockholder votes on our executive compensation program and determine whether to make any changes in light of the results.42 2022 Proxy Statement Compensation Discussion and Analysis 2021 Compensation Highlights Chief Executive Officer’sCEO’s target direct annual compensation and realizable direct compensation over the last three years, covering Mr. Falk’s service as Chief Executive Officer in 2017 and 2018 and Mr. Hsu’s service in 2019.years. Realizable direct compensation reflects the actual compensation received for base salary and annual cash incentive plus the value of the long-term equity incentives granted in that year, determined as follows:402020 Proxy StatementCompensation Discussion and Analysis 2019 Compensation Highlights►20192021 year-end stock price ($137.55)142.92) exceeds the exercise price, if any, multiplied by the number of options granted (that is, the “in-the-money” value of the options at year-end) and for exercised stock options, the actual value realized upon exercise, and ►2017)2019) or are expected to be paid out based on projected performance (for the grants made in 20182020 and 2019)2021), multiplied by our 20192021 year-end stock price.►77 percent of target (2017), 49 percent of target (2018) and 132 percent of target (2019), ►62130 percent of target (2017(2019 award) and projected payouts of 5750 percent of target (2018(2020 award) and 13780 percent of target (2019(2021 award), and ►Mr. Falk were $132.82 (2017) and $103.06 (2018) and to Mr. Hsuour CEO were $125.47 (2019), $138.96 (2020) and $132.63 (2021).Chief Executive Officer’sCEO’s realizable direct compensation varies from his target direct annual compensation based on our performance and stock price consistent with our pay-for-performance philosophy.
20202022 Proxy Statement4143Compensation Discussion and AnalysisExecutive Compensation Objectives and Policies Objective Description Related Policies non-financialnon- financial goals.► ► ►424420202022 Proxy StatementCompensation Discussion and Analysis Components of Our ExecutiveSetting Annual Compensation ProgramComponent Objectives Purpose Target Competitive PositionBase salary Quality of talent ► level of responsibility, experience and performance► comparison to market pay information►Compared to median of peer group►Actual base salary will vary based on the individual’s level of responsibility, experience in the position and performanceAnnual cash
incentivePay-for-performancePay-for-performance► corporate key financial goals► other corporate financial and strategic performance goals► performance of the business unit or staff function of the individual►Target compared to median of peer group►Actual payout will vary based on actual corporate and business unit or staff function performanceLong-term
equity
incentivealignment
Focus on long-term successlong-termsuccessPay-for-Pay-for-performanceperformance
Quality of talent► performance-based restricted share units► stock options►Target compared to median of peer group►Actual payout of performance-based restricted share units will vary based on actual corporate performance►Actual payout will also vary based on actual stock price performanceRetirement
benefitsQuality of talent Provide competitive retirement plan benefits through 401(k) plan and other defined contribution plans ►Benefits comparable to those of peer groupPerquisites Quality of talent Provide minimal additional benefits ►Benefits comparable to or below those of peer groupPost-
termination
compensation
(severance
and change of
control)Quality of talent ► Severance Pay Plan, which provides eligible employees, including executives, payments and benefits in the event of certain involuntary terminations► Executive Severance Plan,Program, which provides eligible employees, including executives, payments in the event of a qualified separation of service following a change of control►Benefits comparable to those of peer group2020 Proxy Statement43Table of ContentsSetting Annual CompensationCompensation Discussion and AnalysisSetting Annual Compensation20192021 target annual compensation for our named executive officers.20192021 compensation for our executive officers, including our Chief Executive Officer,CEO, the Committee focused on direct annual compensation, which consists of annual cash compensation (base salary and annual cash incentive) and long-term equity incentive compensation (performance-based restricted share units and stock options). The Committee considered annual cash and long-term equity incentive compensation both separately and as a package to help ensure that our executive compensation objectives are met.2022 Proxy Statement 45 Compensation Discussion and Analysis Setting Annual Compensation 2019,2021, the Committee used the following peer group that contains consumer goods and business-to-business companies of a similar size against whom we compete for talent:20192021 Executive Compensation Peer Group►
3M► Campbell Soup► Clorox► Coca-Cola► Colgate-Palmolive► Conagra Brands► General Mills ► Hershey► Honeywell International► Johnson & Johnson► J.M. Smucker► Kellogg► Kraft Heinz ► Mondelēz International► Newell Brands► Nike► PepsiCo► Procter & Gamble► V.F. Corp.consultants retained separately by the Committeeconsultant, Semler Brossy, and the company)company’s retained consultant, Mercer), reviews the peer group annually to ensure that it continues to serve as an appropriate comparison for our compensation program.2019,2021, the Committee did not make any changes to the peer group used in 2018.2020. Likewise, in setting compensation for 2020,2022, the Committee did not make any changes to the peer group.442020 Proxy StatementCompensation Discussion and AnalysisSetting Annual Compensationcomponents, including our Chief Executive Officer, are compared to the median oftypically set near the peer group.thisthe median depending on the individual’s performance in prior years and experience in the position. The Committee believes that comparing target levels to the median, setting targets as described above and providing incentive compensation opportunities that will enable executives to earn above-target compensation if they deliver above-target performance on their performance goals are consistent with the objectives of our compensation policies. In particular, the Committee believes that this approach enables us to attract and retain skilled and talented executives to guide and lead our businesses and supports a pay-for-performance culture. At times, the Committee may award long-term equity incentive compensation to key individuals to address retention concerns.46 2022 Proxy Statement Compensation Discussion and Analysis Setting Annual Compensation Chief Executive Officer’sCEO’s direct annual compensation in the same manner as the direct annual compensation of the other named executive officers. For 2019, Mr. Hsu’s direct annual target compensation was slightly below the median of direct annual compensation of chief executive officers of companies included in the peer group.2019.2021.2020 Proxy Statement45Compensation Discussion and AnalysisExecutive Compensation for 20192019202120192021 direct annual compensation targets for each of our named executive officers. The Committee believes that these target amounts, which formed the basis for the Committee’s compensation decisions for 2019,2021, were appropriate and consistent with our executive compensation objectives:Name 20192021 Direct Annual Compensation Target($)Michael D. Hsu 11,312,500Thomas J. Falk6,625,00012,712,500Maria G. Henry 4,840,0005,150,000 Kimberly K. UnderhillRussell Torres4,049,0004,200,000 Jeffrey P. Melucci2,802,5003,433,800 Gonzalo Uribe 1,862,500 approvedset Mr. Hsu’s compensationTorres’ target in connection withupon his promotion to Chief Executive Officer and Mr. Falk’s target uponGroup President, K-C North America in April 2021. His actual payout for his election as Executive Chairman,cash incentive was prorated based on time in each case taking into account market data for officers performing similar functions at our peer companies.role as discussed below under “2021 Targets.”20192021 direct annual compensation target amounts differ from the amounts set forth in the Summary Compensation Table in the following ways:►Base salaries are adjusted on April 1 of each year, while the Summary Compensation Table includes salaries for the calendar year. See “Executive Compensation for 20192021 – Base Salary.” (Note that in 2019 the adjustments for Mr. Hsu and Mr. Falk were effective January 1, the date of our CEO transition.) ►Annual cash incentive compensation is included at the target level, while the Summary Compensation Table reflects the actual amount earned for 2019.2021. ►As described below under “Long-Term Equity Incentive Compensation – 20192021 Stock Option Awards,” for compensation purposes the Committee values stock options differently than the way they are required to be reflected in the Summary Compensation Table. ►Annual target amounts do not count off-cycle awards such as the October 2021 retention restricted share unit awards to Mr. Torres and Mr. Uribe reported in the Summary Compensation Table. In setting direct annual compensation targets, the Committee does not include increases in pension or deferred compensation earnings or other compensation, while those amounts are required to be included in the Summary Compensation Table. 2022 Proxy Statement 47 Compensation Discussion and Analysis Executive Compensation for 2019202120192021 consists of fixed and performance-based components, as well as short-term and long-term components.462020 Proxy StatementCompensation Discussion and AnalysisExecutive Compensation for 2019 In general, an experienced executive who is performing at a satisfactory level will receive a base salary at or around the median of our peer group companies. However, executives may be paid above or below the median depending on their experience and performance. From time to time, if warranted, executives and other employees may receive additional salary increases because of promotions, changes in duties and responsibilities, retention concerns or market conditions.Name 20192021 Base Salary($)Michael D. Hsu 1,250,000Thomas J. Falk650,0001,375,000Maria G. Henry 820,000875,000 Kimberly K. UnderhillRussell Torres820,000800,000 Jeffrey P. Melucci650,000775,000 Gonzalo Uribe 550,000 approvedincreased Mr. Hsu’s and Mr. Falk’sMs. Henry’s base salary and target cash incentivesalaries from 2020 based on peer company market data relating to their new roles.by 5.8 percent and 5.4 percent, respectively. The Committee approved an increase in Ms. Underhill’s base salary of 2.5 percent, consistent witheach of the annual merit increase provided to all other company employees and an increase in Mr. Melucci’s salary of 6.6 percentofficers was established for 2021 upon a promotion or role expansion based on peer company market data.data for the new role, specifically, Mr. Torres’ promotion to Group President, K-C North America, the expansion Mr. Melucci’s role to include Chief Business Development Officer, and Mr. Uribe’s promotion to President, K-C Latin America (and subsequent July relocation to the U.S.).20192021 TargetsTARGET PAYMENT AMOUNTS AND RANGE OF POSSIBLE PAYOUTSFOR 2019 ANNUAL CASH INCENTIVE PROGRAM482022 Proxy Statement Compensation Discussion and Analysis Executive Compensation for 2021
FOR 2021 ANNUAL CASH INCENTIVE PROGRAM Target Payment Amount Possible Payout Michael D. Hsu 165%170% of base salary 0% - 200% of target payment amountThomas J. Falk150% of base salary0% - 200% of target payment amount Maria G. Henry 100% of base salary 0% - 200% of target payment amount Kimberly K. UnderhillRussell Torres*95%94% of base salary 0% - 200% of target payment amount Jeffrey P. Melucci85% of base salary 0% - 200% of target payment amount Gonzalo Uribe 75% of base salary 0% - 200% of target payment amount 2020 Proxy Statement47* Upon his promotion to Group President, K-C North America in April 2021, Mr. Torres’ target payment amount was increased from 75% to 100% of base salary and his 2021 payout amount was prorated between the two target amounts such that the annualized target payout amount was 94% of base salary. Compensation Discussion and Analysis Executive Compensation for 201920192021 Performance Goals, Performance Assessments and Payouts2019.2021. It then weighted the three elements for each executive (note that the business unit or staff function performance goals did not apply to our Chief Executive Officer or our Executive ChairmanCEO because theirhis responsibilities are company-wide). As it does each year, the Committee chose weightings that are intended to strike an appropriate balance between aligning each executive’s individual objectives with our overall corporate objectives and holding the executive accountable for performance in the executive’s particular area of responsibility.20192021 PERFORMANCE GOALS AND WEIGHTS
4820202022 Proxy Statement49 Compensation Discussion and AnalysisExecutive Compensation for 20192021⬛nELEMENT 1: CORPORATE KEY FINANCIAL GOALS2019,2021, the Committee chose the following as the corporate key financial goals for the annual cash incentive program:20192021 GoalExplanation Reason for Use as a
Performance MeasureNet sales for 20192021A key indicator of our overall growth ConsistsA non-GAAP financial measure that consists of diluted net income per share that is then adjusted to eliminate the effect of items or events that the Committee determines in its discretion should be excluded for compensation purposes(1) A key indicator of our overall performance Adjusted OPROSAfter net sales and adjusted EPS are determined as described above, a multiplier based on adjusted OPROS is applied to the calculation result to determine the final payout percentage(2)A measure of margin efficiency and a helpful method of tracking our cost structure performance(1) In 20192021 the following adjustments wereadjustment was made to diluted net income per share to determine adjusted EPS, consistent with our earnings releaseForm 10-K results:Diluted Net Income Per Share $ 6.24 Add- Charges related to 2018 Global Restructuring Program $ 0.72 Subtract - Gain on sale of former mill site $ (0.07 ) Rounding $ — Adjusted EPS $ 6.89 For more information regarding these adjustments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2019 Annual Report on Form 10-K.(2)For purposes of determining annual cash incentive amounts, we calculate adjusted OPROS using our reported financial results, adjusted for the same items described above in determining adjusted EPS.Diluted Net Income Per Share $ 5.35 Add- Charges related to 2018 Global Restructuring Program $ 0.83 Rounding $ — Adjusted EPS (Form 10-K results) $ 6.18 officer. To determine this percentage, the Committee follows the following process.First, it determines an initial payout percentageofficer based on how Kimberly-Clark performed against the net sales and adjusted EPS goals established in February of each year. For 2019,2021, the Committee set these goals and the corresponding initial payout percentages at the following levels:Measure
(each weighted 50%)Range of Performance Levels Threshold Target Maximum Net sales (billions) $16.73 $18.13 $19.53 Adjusted EPS $6.11 $6.61 $7.11 Initial Payout Percentage 0% 100% 200% Second, it applies a multiplier to this initial payout percentage. The multiplier is based on how Kimberly-Clark performed against the adjusted OPROS goals also established in February. Depending on the level of basis point improvement, the multiplier may either decrease or increase the initial payout percentage (but the amount of the final payout percentage cannot exceed a 200 percent cap).2020 Proxy Statement49Measure
(each weighted 50%) Range of Performance Levels Threshold Target Maximum Net sales (billions) $18.6 $20.1 $21.7 Adjusted EPS $7.30 $7.89 $8.49 Initial Payout Percentage 0% 100% 200% Compensation Discussion and Analysis Executive Compensation for 2019For 2019, the Committee set the following ranges for this adjusted OPROS multiplier:Range of Performance LevelsThresholdTargetMaximumAdjusted OPROS (bps improvement)+20 bps+60 bps+100 bpsAdjusted OPROS Multiplier Applied to InitialPayout Percentage0.8 x1.0 x1.2 x2019,2021, our net sales result was $18.45$19.4 billion and our adjusted EPS result was $6.89.$6.18. Based on these results, the initial payout percentage was determined to be 139 percent. To this percentage, we then applied the OPROS multiplier of 1.09, which was based on the actual 2019 improvement of 78 bps.The resulting 20192021 payout percentage for achieving the corporate key financial goals was 15227 percent of each named executive officer’s target payment amount.⬛nELEMENT 2: ADDITIONAL CORPORATE FINANCIAL AND STRATEGIC PERFORMANCE GOALS2019,2021, the Committee also established additional corporate financial and non-financial strategic performance goals that are intended to challenge our executives to exceed our long-term objectives. At the end of the year, it determined a payout percentage based on its assessment of the degree to which these goals are achieved.50 2022 Proxy Statement Compensation Discussion and Analysis Executive Compensation for 2021 20192021 goals and how the Committee assessed Kimberly-Clark’s performance against each one:Additional Corporate Financial and Strategic Performance Goals for 20192021Final Result Below
GoalBelowAt
GoalAtAbove
GoalAboveGoalBrand equity and
market performance➢ Increasing market share in select markets.X Innovation➢Attaining net sales from innovation goals (one and three year measures) in new products and line extensions in 2019.XDiversity and
inclusion➢ Making progress on goals for women in senior roles globally and ethnic minorities in senior roles in the United States.X 85142 percent of target.502020 Proxy StatementCompensation Discussion and Analysis Executive Compensation for 2019⬛ELEMENT 3: BUSINESS UNIT OR STAFF FUNCTION PERFORMANCE GOALSChief Executive OfficerCEO establishes individual business unit or staff function performance goals that are intended to challenge the executives to exceed the objectives for that unit or function. These objectives include strategic performance goals for the business units and staff functions, as well as financial goals for the business units.Name 20192021 Business Unit/Staff Function Payout PercentageMichael D. Hsu N/AThomas J. Falk N/A Maria G. Henry 121% Kimberly K. UnderhillRussell Torres* 143%59% Jeffrey P. Melucci 125%145%Gonzalo Uribe 78% * In light of Mr. Torres’ April 2021 promotion from President, K-C Professional to Group President, K-C North America, his business unit payout percentage was prorated based on his time each role. 2022 Proxy Statement 51 Compensation Discussion and Analysis Executive Compensation for 2021 2019
202120192021 for each of our named executive officers. Payouts were based on the payout percentages for each element, weighted for each executive as shown on page 48.49.Annual
Incentive TargetAnnual Incentive
Maximum2019 Annual
Incentive Payout Annual
Incentive Target Annual Incentive
Maximum 2021 Annual
Incentive Payout Name % of Base
Salary Amount($) % of
Target Amount($) % of
Target Amount($) % of Base
Salary Amount($) % of
Target Amount($) % of
Target Amount($) Michael D. Hsu 165% 2,062,500 200% 4,125,000 132% 2,723,646 170% 2,337,500 200% 4,675,000 62% 1,439,886 Thomas J. Falk 150% 975,000 200% 1,950,000 132% 1,287,542 Maria G. Henry 100% 820,000 200% 1,640,000 139% 1,142,306 100% 875,000 200% 1,750,000 66% 579,121 Kimberly K. Underhill 95% 779,000 200% 1,558,000 137% 1,064,749 Jeffrey P. Melucci 85% 552,500 200% 1,105,000 140% 773,807 Russell Torres 94% 750,000 200% 1,500,000 61% 447,849 Jeffrey Melucci 85% 658,750 200% 1,317,500 73% 478,814 Gonzalo Uribe 75% 356,605 200% 713,209 74% 263,868 20152017 through 2019
202120152017 through 2019,2021, the average total payout percentage (including business unit or staff function performance) for the executives that were designated as named executive officers in (and were serving as such at the end of) those years ranged from 58 percent to 136145 percent of target. The Committee believes that these payouts are consistent with how Kimberly-Clark performed during these years and reflect the pay-for-performance objectives of our executive compensation.2020 Proxy Statement51Table of ContentsPAYOUT PERCENTAGES FOR DESIGNATED NAMED EXECUTIVE OFFICERSCompensation Discussion and Analysis Executive Compensation for 2019PAYOUTS FOR CORPORATE GOALS AND AVERAGE TOTAL
PAYOUT PERCENTAGES FOR DESIGNATED NAMED EXECUTIVE OFFICERS 2019 2018 2017 2016 2015 Average Payout for Corporate GoalsCombination of corporate key financial goals and additional corporate financial and strategic performance goals 132% 49% 77% 109% 105% 94% Average Total Payout Percentages(including business unit or staff function performance) for executives designated as named executive officers for year shown 136% 58% 75% 108% 108% 97% 2021 2020 2019 2018 2017 Average Payout for Corporate Goals
Combination of corporate key financial goals and additional corporate financial and strategic performance goals 62% 158% 132% 49% 77% 96% Average Total Payout Percentages (including business unit or staff function performance) for executives designated as named executive officers for year shown 67% 145% 136% 58% 75% 96% 2019 Grants52 2022 Proxy Statement Compensation Discussion and Analysis Executive Compensation for 2021 20192021 long-term equity incentive award amounts for our named executive officers, the Committee considered the following factors, among others: the specific responsibilities and performance of the executive, our business performance, retention needs, our stock price performance and other market factors. Because theseThe Committee did not consider the amount of outstanding equity awards are part of ourcurrently held by a named executive officer when making the 2021 annual awards because such amounts represent compensation program that compares direct annual compensationattributable to the median of our peer group comparison, grants from prior years were not considered when setting 2019 targets or granting awards.years. first compared each executive’s direct annual compensation to the median of our peer group, and then considered individual performance and the other factors listed above, as applicable. Target grant values were approved in February 20192021 and were divided into two types:►Performance-based restricted share units (75 percent of the target grant value). For valuation purposes, each unit is assigned the same value as one share of our common stock on the date of grant. ►Stock options (25 percent of the target grant value). For valuation purposes, one option has the same value as 12.510 percent of the price of one share of our common stock on the date of grant of the stock option.Mr. Falk’s target grant value was allocated 100 percent to performance-based restricted share units, reflecting the strategic nature of his transition role as Executive Chairman and the time period over which his influence may have an impact.hertheir annual long-term incentive award,awards, the Committee granted a time-vested restricted share awardawards to Ms. Henry for retention purposes.Mr. Torres and Mr. Uribe in October 2021, in the case of Mr. Torres, in connection with his promotion to Group President, K-C North America, and in the case of Mr. Uribe, upon his relocation to the U.S. following his November 2020 promotion to President, K-C Latin America.522020 Proxy StatementCompensation Discussion and Analysis Executive Compensation for 201920192021 - 20212023 Performance-Based Restricted Share Units2019,2021, the actual number of shares to be received by our named executive officers can range from zero to 200 percent of the target levels established by the Committee for each executive, depending on the degree to which the performance objectives for these awards are met over a three-year period.2019performance-based restricted share unit awards granted in 2021 are based on average annual netorganic sales growth and the average adjusted return on invested capital (ROIC)modified free cash flow (MFCF) for the period January 1, 20192021 through December 31, 2021. Adjusted ROIC is2023.Performance
ObjectiveExplanation Reason for Use as a Performance Measure Organic sales growth Sales growth generated from within the company and excluding the impact of currency changes, business exits and acquisition/ divestiture activity. A key indicator of our overall growth. Encompasses streams of revenues that are a direct result of existing operations. Excludes the impact of currency changes, which are difficult to predict, and outside of management’s control.Modified free cash flow (MFCF) MFCF is tied to value creation and supports longer-term strategies and investor expectations. 2022 Proxy Statement 53 Compensation Discussion and Analysis Executive Compensation for 2021 return we earntarget levels established by the Committee for each executive, depending on the capital invested in our businesses. It is calculated using our reported financial results, adjusted fordegree to which the same items that we use in determining adjusted EPS. The formula we useperformance objectives are met. Due to calculate adjusted ROIC can be found under the Investors section of our website at www.kimberly-clark.com.economic uncertainty caused by the COVID-19 pandemic, the Committee waited until April 2021 to set the performance objective levels.20192021 - 20212023 PERFORMANCE-BASED RESTRICTED SHARE UNITS:
POTENTIAL PAYOUTS AT VARYING PERFORMANCE LEVELSGoals (Each weighted 50%) Performance Levels Performance Levels Average annual net sales growth (2.12)% 0.53% 3.18% Average adjusted ROIC 23.73% 25.23% 26.73% Average organic net sales growth 0.0% 2.0% 4.0% Modified free cash flow (millions) $4,800 $6,000 $7,200 Potential Payout (as a percentage of target) 0% 100% 200% 0% 100% 200% 20162018 - 20182020 Performance-Based Restricted Share Units2019,2021, the Committee evaluated the results of the three-year performance period for the performance-based restricted share units that were granted in 2016.2018. The performance objectives for these 20162018 awards were based on average annual adjusted net sales growth and average adjusted ROICreturn on invested capital (ROIC) for the period January 1, 20162018 through December 31, 2018,2020, each weighted equally.Goals (Each weighted 50%) Performance Levels Performance Levels Average annual adjusted net sales growth* (0.90)% 1.60% 4.10% (0.32)% (0.63)% 2.02% 4.67% 1.47% Average adjusted ROIC** 22.20% 23.20% 24.20% 23.90% 24.11% 25.61% 27.11% 25.92% Potential Payout (as a percentage of target) 0% 100% 200% Actual 0% 100% 200% Actual * Adjusted net sales growth is a non-GAAP financial measure. For purposes of calculating adjusted net sales growth, the Committee excluded the impact of charges and sales from exited business related to our 2018 Global Restructuring Program.
Program and the operational impact of the Softex Indonesia acquisition on our fourth quarter 2020 results.** Adjusted ROIC, a non-GAAP financial measure, is a measure of the return we earn on the capital invested in our businesses. It is calculated using our reported financial results, adjusted for the same items that we use in determining adjusted EPS, as further described below. The formula we use to calculate adjusted ROIC can be found under the Investors section of our website at www.kimberly-clark.com. For purposes of calculating average adjusted ROIC, the Committee excluded from the calculation of operating profit and invested capital the impacts of charges related to (1) our 2014 organization restructuring, (2) the deconsolidation of our Venezuelan operations, (3) tax reform and (4) our 2018 Global Restructuring Program.Program, (2) gain on the sale of property associated with a former manufacturing facility, (3) costs related to our acquisition of Softex Indonesia, (4) Brazilian tax credits in connection with a favorable tax ruling and (5) the operational impact of the Softex Indonesia acquisition on our fourth quarter 2020 results.2020542022 Proxy Statement 53Compensation Discussion and Analysis Executive Compensation for 2019202197100 percent of target. The following table includes information about the opportunities and payouts (including reinvested dividends) regarding these grants to our named executive officers:2016 - 2018 Performance-Based Restricted Share Unit Award (Paid in Share Amount February 2019) % of Amount of Value of Shares on Share Amount 2018 - 2020 Performance-Based
Restricted Share Unit Award (Paid in
February 2021) Name Target Maximum Target Shares(#) Date Received($) Target Maximum % of
Target Amount of
Shares(#) Value of Shares on
Date Received($) Michael D. Hsu 16,801 33,602 97% 16,297 1,903,979 35,429 70,858 100% 35,429 4,546,604 Thomas J. Falk 63,399 126,798 97% 61,497 7,184,695 Maria G. Henry 15,216 30,432 97% 14,759 1,724,294 23,868 47,736 100% 23,868 3,062,980 Kimberly K. Underhill 7,608 15,216 97% 7,380 862,205 Jeffrey P. Melucci 3,170 6,340 97% 3,075 359,252 Russell Torres* — — — — — Jeffrey Melucci 11,562 23,124 100% 11,562 1,483,751 Gonzalo Uribe 1,524 3,048 100% 1,524 206,502 * Mr. Torres joined Kimberly-Clark after these grants were made. 20192021 and are included in the table below entitled “Option Exercises and Stock Vested in 2019.2021.”12, 2020,9, 2022, the performance-based restricted share units granted in 20192021 and 20182020 were on pace to vest at the following levels: 13780 percent for the 20192021 award and 5750 percent for the 20182020 award.20172019 award vested at 62130 percent. Payouts under these awards will be reflected in 20202022 compensation.20192021 Stock Option Awards20192021 consisted of stock options. Stock option grants vest in three annual installments of 30 percent, 30 percent and 40 percent, beginning on the first anniversary of the grant date. The Committee believes that stock options help further align our executives’ interest with those of our stockholders and encourage executives to remain with the company through the multi-year vesting schedule.12.510 percent of the price of one share of our common stock on the date of grant. Information regarding stock options granted to our named executive officers can be found under “Summary Compensation,” “Grants of Plan-Based Awards,” and “Discussion of Summary Compensation and Plan-Based Awards Tables.”5420202022 Proxy Statement55 Compensation Discussion and Analysis Benefits and Other Compensation Chief Executive OfficerCEO may use our corporate aircraft for limited personal travel consistent with our executive security program, and security services are provided for our Chief Executive OfficerCEO at all times, including at his offices, other company locations and his residences. The Board considers these security arrangements to be appropriate and reasonable in light of the security risks identified in an independent security assessment. In addition, if a corporate aircraft is already scheduled for business purposes and can accommodate additional passengers, executive officers and their guests may, under certain circumstances, join flights for personal travel. In 2019, we provided Mr. Falk, who was serving as our Executive Chairman, with security services and use of our corporate aircraft. The incremental cost to us of providing security services at Mr. Hsu’s and Mr. Falk’s residences and personal travel for these officersMr. Hsu and theirhis guests on our corporate aircraft is included in “All Other Compensation” in the Summary Compensation Table.56 2022 Proxy Statement Compensation Discussion and Analysis Executive Compensation for 2022 plansprograms that cover our executive officers: the Severance Pay Plan and the Executive Severance Plan.Program. An executive officer may not receive severance payments under more than one severance plan.program. Benefits under these plansprograms are payable only if the executive’s employment terminates under the conditions specified in the applicable plan.program. We believe that our severance plansprograms are consistent with those maintained by our peer group companies and that they are therefore important for attracting and retaining executives who are critical to our long-term success and competitiveness. For more information about these severance plansprograms and their terms, see “Potential Payments on Termination or Change of Control – Severance Benefits.”2020 Proxy Statement55Compensation Discussion and Analysis Executive Compensation for 2020PlanProgramPlanProgram provides severance benefits to eligible employees, including our named executive officers, in the event of a qualified termination of employment (as defined in the plan)participant agreements) in connection with a change of control. For an eligible employee to receive a payment under this plan,program, two things must occur: there must be a change of control of Kimberly-Clark, and the employee must have been involuntarily terminated without cause or have resigned for good reason (as defined in the plan)participant agreements) within two years of the change of control (often referred to as a “double trigger”). Each of our named executive officers has entered into an agreement under the planprogram that expires on December 31, 2020.2023.20202022 Base Salary2020,2022, the Committee approved the following base salaries for our named executive officers, effective April 1, 2020:2022:Name 20202022 Base Salary($)Michael D. Hsu 1,300,0001,430,000Maria G. Henry 920,000 Russell Torres 830,000 Kimberly K. UnderhillJeffrey Melucci830,000815,000Jeffrey P. MelucciGonzalo Uribe700,000575,00020202022 Proxy Statement 57 Compensation Discussion and Analysis Executive Compensation for 2022 20202022 annual cash incentives, which will be payable in 2021.2023. The target payment amounts and range of possible payouts for 20202022 are as follows: Target Payment Amount Possible Payout Michael D. Hsu 165%175% of base salary0% - 200% of target payment amount Maria G. Henry 100% of base salary 0% - 200% of target payment amount Kimberly K. UnderhillRussell Torres95%100% of base salary0% - 200% of target payment amount Jeffrey P. Melucci85% of base salary 0% - 200% of target payment amount Gonzalo Uribe 75% of base salary 0% - 200% of target payment amount 562020 Proxy StatementTable of ContentsThe Committee increased Mr. Hsu’s target by 5 percent to ensure market competitiveness.Compensation Discussion and Analysis Executive Compensation for 2020“2019“2021 Performance Goals, Performance Assessments and Payouts” above, the Committee sets the appropriate split among the different elements of performance that make up our performance goals. The following are the 20202022 performance goals and relative weights for our named executive officers:20202022 PERFORMANCE GOALS AND WEIGHTS
20202022 are designed to encourage a continued focus on executing our long-term strategic objectives and include achieving net sales and adjusted EPS goals.2020.2022. These goals, intended to further align compensation with achieving our strategic objectives, include:►Focusing on market share improvement in global markets ►Driving innovation►Diversity and inclusion Chief Executive Officer,CEO, relating to his or her business unit or specific staff function.2020582022 Proxy Statement 57Compensation Discussion and AnalysisExecutive Compensation for 2020202220202022 Long-Term Equity Compensation Incentive Awards2020,2022, the Committee approved long-term incentive compensation awards for the named executive officers consisting of awards of performance-based restricted share units with a value equal to 75 percent of the target grant value for long-term equity incentive compensation, with the balance of the value to be granted in stock options. The performance objectives for the performance-based restricted share unit awards granted in 20202022 are based on modified free cash flow and average annual netorganic sales growth and average adjusted ROIC improvement for the period January 1, 20202022 through December 31, 2022. 2024.20202022Name Target Amount of Shares($) Maximum Amount of Shares($) Value of Target Amount of Shares($) Value of Maximum Amount of Shares($) Michael D. Hsu 6,000,000 12,000,000 7,500,000 15,000,000 Maria G. Henry 2,550,000 5,100,000 2,700,000 5,400,000 Kimberly K. Underhill 1,950,000 3,900,000 Jeffrey P. Melucci 1,350,000 2,700,000 Russell Torres 2,100,000 4,200,000 Jeffrey Melucci 1,575,000 3,150,000 Gonzalo Uribe 675,000 1,350,000 2020,2022, the Committee also approved the dollar amount of stock options to be granted to our named executive officers in April 2020,2022, along with our annual stock option grants to other employees. The number of options they will receive will be based on the assumed value of our stock options on the date of grant.Name Value of Stock Options to be Granted($) Michael D. Hsu 2,000,0002,500,000 Maria G. Henry 850,000900,000 Kimberly K. UnderhillRussell Torres650,000700,000 Jeffrey P. Melucci450,000525,000 Gonzalo Uribe 225,000 5820202022 Proxy Statement59 Compensation Discussion and AnalysisAdditional Information about Our Compensation Practices 20192021 under our compensation policies described above. Consistent with the Committee’s policy in which its independent consultant may provide services only to the Committee, Semler Brossy had no other business relationship with Kimberly-Clark and received no payments from us other than fees and expenses for services to the Committee. See “Corporate Governance - Management Development and Compensation Committee” for information about the use of compensation consultants.20112021 Plan require stock options to be granted at no less than the closing price of our common stock on the date of grant. Stock option grants to our elected officers, including our executive officers, are generally made annually at a meeting of the Committee that is scheduled at least one year in advance, and the grants are effective on the date of this meeting. However, if the meeting occurs during the period beginning on the first day of the final month of a calendar quarter and ending on the date of our earnings release, the stock option grants will not be effective until the first business day following the earnings release. Our executives are not permitted to choose the grant date for their individual stock option grants.2020602022 Proxy Statement 59Compensation Discussion and AnalysisAdditional Information about Our Compensation Practices Chief Executive OfficerCEO has been delegated the authority to approve equity grants, including stock options, to employees who are not elected officers of Kimberly-Clark. These grants include scheduled annual grants which are subject to an annual limit set by the Committee, and recruiting and special employee recognition and retention grants, which may not exceed 200,000 shares in any calendar year.grants. The Chief Executive OfficerCEO is not permitted to make any grants to any of our elected officers, including our executive officers.May 2019,April 2021, our Chief Executive OfficerCEO authorized an aggregate of 1.381.02 million options, performance-based restricted share units and time-vested restricted share units to employees who are not elected officers. In 2019,2021, our Chief Executive OfficerCEO also authorized an aggregate of 32,477123,749 shares underlying recruiting and retention grants, consisting of options, performance-based restricted share units and time-vested restricted share units.In 2019, the Committee updatedUnder our clawback policy to address situations involving significant financial or reputational harm. Under the new policy, the Committee may cancel outstanding awards of cash bonus or other incentive-based or equity-based compensation or seek recoupment of previous awards provided to an executive officer or other designated officer if:►we are required to make a material restatement of our financial statements, whether or not the result of misconduct, or ►the executive officer engaged in fraud, gross negligence or willful misconduct, or committed a significant violation of our Code of Conduct, company policy, law or regulation that has or might reasonably be expected to cause significant reputational or financial harm to the company. Position Ownership Level Chief Executive Officer Six times annual base salary Other named executive officers Three times annual base salary 6020202022 Proxy Statement61 Compensation Discussion and AnalysisAdditional Information about Our Compensation Practices 20192021 for compliance with these guidelines. Based on our stock price as of the compliance date for this review, each of our named executive officers has met the applicable specified ownership level or is still within five years from date of hire or most recent promotion.The United States income tax laws generally limitWhile an exception exists for certain arrangements in place as of November 2, 2017, only the deductibility offirst $1 million in compensation paid to certain “covered employees” including the chief executive officer and each of the three other highest-paidour named executive officers (other than the chief financial officer) to $1,000,000 per annum. The Tax Cuts and Jobs Act, among other things, expanded the number of covered employees to include the chief financial officer (and they remain covered employees for all future years) and eliminated the exception for certain performance-based compensation beginning with our 2018 tax year (subject to the grandfathering of certain preexisting arrangements). Several classes of our pre-existing compensation arrangements were designed to meet the previous requirements for deductibility.2020622022 Proxy Statement 61Compensation Discussion and AnalysisAdditional Information about Our Compensation Practices Management Development and Compensation Committee ReportIn accordance with its written charter adopted by the Board, the Management Development and Compensation Committee has oversight of compensation policies designed to align elected officers’ compensation with our overall business strategy, values and management initiatives. In discharging its oversight responsibility, the Committee has retained an independent compensation consultant to advise the Committee regarding market and general compensation trends.The Committee has reviewed and discussed the Compensation Discussion and Analysis with our management, which has the responsibility for preparing the Compensation Discussion and Analysis. Based upon this review and discussion, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2019.6220202022 Proxy Statement63 Compensation Discussion and Analysis Analysis of Compensation-Related Risks ►►► In addition, the analysis noted that target levels for direct annual compensation are comparable to the median of our peer group.►►►►►2020642022 Proxy Statement 6369.70.Name and
Principal PositionYear Salary($) Stock
Awards($)Option
Awards($)Non-Equity
Incentive Plan
Compensation($)Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings($)(1)All Other
Compensation($)Total
($)Michael D. Hsu(2)
Chief Executive Officer2019 1,250,000 6,000,038 1,726,634 2,723,646 — 327,802 12,028,120 2018 962,500 3,562,529 1,244,417 596,461 — 447,011 6,812,918 2017 925,000 2,700,044 828,039 887,672 — 214,666 5,555,421 Thomas J. Falk(3)
Executive Chairman
of the Board2019 650,000 4,999,974 — 1,287,542 1,240,356 324,896 8,502,768 2018 1,420,000 7,499,967 2,619,837 1,181,421 — 288,858 13,010,083 2017 1,396,250 7,499,944 2,300,110 1,853,267 2,809,395 350,568 16,209,534 Maria G. Henry
Senior Vice President
and Chief Financial
Officer2019 820,000 3,205,556 690,648 1,142,306 — 153,752 6,012,262 2018 815,000 2,399,976 838,350 499,711 — 114,362 4,667,399 2017 795,000 2,137,501 655,530 650,173 — 131,390 4,369,594 Kimberly K. Underhill(4)
Group President,
K-C North America2019 815,000 1,837,502 528,778 1,064,749 137,981 139,674 4,523,684 2018 734,167 1,837,404 641,858 473,372 — 370,697 4,057,498 Jeffrey P. Melucci(4)
Senior Vice President
and General Counsel2019 640,000 1,199,961 345,324 773,807 — 109,424 3,068,516 Name and
Principal Position Year Salary($) Bonus($)(1) Stock
Awards($) Option
Awards($) Non-Equity
Incentive Plan
Compensation($) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings($) All Other
Compensation($) Total
($) Michael D. Hsu
Chairman of the Board and Chief Executive Officer 2021 1,356,250 — 6,976,205 1,742,254 1,439,886 — 494,567 12,009,162 2020 1,287,500 — 5,999,975 2,295,620 3,383,739 — 498,486 13,465,320 2019 1,250,000 — 6,000,038 1,726,634 2,723,646 — 327,802 12,028,120 Maria G. Henry
Senior Vice President and Chief Financial Officer 2021 863,750 — 2,635,491 658,184 579,121 — 149,263 4,885,809 2020 827,500 — 2,549,940 975,646 1,235,396 — 182,403 5,770,885 2019 820,000 — 3,205,556 690,648 1,142,306 — 153,752 6,012,262 Russell Torres(2)
Group President,
K-C North America 2021 785,417 — 2,925,069 503,322 447,849 — 157,683 4,819,340 2020 610,795 400,000 4,225,079 659,995 450,688 — 82,204 6,428,761 Jeffrey Melucci
Chief Business
Development and
Legal Officer 2021 775,000 — 1,500,049 387,169 478,814 — 127,498 3,268,530 2020 700,000 — 1,349,945 516,509 984,455 — 135,049 3,685,958 2019 640,000 — 1,199,961 528,778 1,064,749 — 109,424 3,068,516 Gonzalo Uribe(2)
President, K-C Latin America 2021 471,414 — 1,675,067 174,220 263,868 — 203,076 2,787,645 Kimberly K. Underhill
Former Group
President,
K-C North America 2021 556,477 — 2,099,992 542,030 553,333 — 3,433,209 7,185,041 2020 827,500 — 1,950,008 746,077 1,310,600 132,326 175,733 5,142,244 2019 815,000 — 1,837,502 528,778 1,064,749 137,981 139,674 4,523,684 (1) For 2018,Mr. Torres received a cash signing bonus in 2020 as an incentive to join the aggregate value of pension benefitscompany and to compensate him for Mr. Falk and Ms. Underhill decreased by $2,327,313 and $59,911, respectively. Because these amounts decreased, they have been excluded from the table above under the SEC’s regulations. No other named executive officer participates in our pension plans.
compensation forfeited at his prior employer.(2) Mr. Hsu served as President and Chief Operating Officer in 2017 and 2018. Effective January 1, 2019, Mr. Hsu was promoted to Chief Executive Officer and effective January 1, 2020 he was appointed Chairman of the Board.(3)Mr. Falk began serving as Executive Chairman of the Board upon Mr. Hsu’s promotion to Chief Executive Officer effective January 1, 2019. He retired from the company and the Board on December 31, 2019.(4)Ms. UnderhillTorres was not a named executive officer in 20172019 and Mr. MelucciUribe was not a named executive officer in 20172019 or 2018.2020. Therefore, no compensation information for these years appears in this table for these officers.642020 Proxy StatementTable of ContentsSalary. Compensation TablesSalary.The amounts in this column represent base salary earned during the year.2011 Plan.Equity Plans.2022 Proxy Statement 65 Compensation Tables 57 to our audited consolidated financial statements included in our Annual Report on Form 10-K for 20192021 for the assumptions we used in valuing and expensing these restricted share units and stock option awards in accordance with ASC Topic 718.Name Year Stock Awards at
Grant Date Value($)Stock Awards at Highest Level
of Performance Conditions($) Year Stock Awards at
Grant Date Value($) Stock Awards at Highest Level
of Performance Conditions($)Michael D. Hsu 2019 6,000,038 12,000,076 2021 6,976,205 13,952,410 2018 3,562,529 7,125,058 2017 2,700,044 5,400,088 Thomas J. Falk 2019 4,999,974 9,999,948 2018 7,499,967 14,999,934 2020 5,999,975 11,999,950 2017 7,499,944 14,999,888 2019 6,000,038 12,000,076 Maria G. Henry 2019 3,205,556 6,411,112 2021 2,635,491 5,270,982 2018 2,399,976 4,799,952 2020 2,549,940 5,099,880 2017 2,137,501 4,275,002 2019 2,400,039 4,800,078 Russell Torres 2021 1,925,018 3,850,036 2020 1,725,049 3,450,098 Jeffrey Melucci 2021 1,500,049 3,000,098 2020 1,349,945 2,699,890 2019 1,199,961 2,399,922 Gonzalo Uribe 2021 675,016 1,350,032 Kimberly K. Underhill 2019 1,837,502 3,675,004 2021 2,099,992 4,199,984 2018 1,837,404 3,674,808 2020 1,950,008 3,900,016 Jeffrey P. Melucci 2019 1,199,961 2,399,922 2019 1,837,502 3,675,004 2020 Proxy Statement65Compensation TablesMr. Falk has compensation from before 2005 that he elected to defer pursuant to a Deferred Compensation Plan then in effect. Beginning in 2010, eachEach of our named executive officers participates in the Supplemental 401(k) Plan, a non-qualified defined contribution plan. Earnings on each of these plansthis plan are not included in the Summary Compensation Table because the earnings were not above-market or preferential. See “Nonqualified Deferred Compensation” for a discussion of these plansthis plan and each named executive officer’s earnings under these plansthis plan in 2019.2021.66 2022 Proxy Statement Compensation Tables Name Year Perquisites($)(1) Defined
Contribution Plan
Amounts($)(2)Tax
Gross-Ups($)(3)Total($)(4) Year Perquisites($)(1) Defined
Contribution Plan
Amounts($)(2) Tax
Gross-Ups($)(3) Severance
Payments ($)(4) Total($)(5) Michael D. Hsu 2019 120,990 206,812 — 327,802 2021 195,948 298,619 — — 494,567 2018 242,375 136,913 67,723 447,011 2017 64,564 142,875 7,227 214,666 Thomas J. Falk 2019 70,947 253,949 — 324,896 2018 46,636 242,222 — 288,858 2020 153,527 344,959 — — 498,486 2017 45,420 305,148 — 350,568 2019 120,990 206,812 — — 327,802 Maria G. Henry 2019 3,750 150,002 — 153,752 2021 17,017 132,246 — — 149,263 2018 5,939 108,423 — 114,362 2020 13,000 169,403 — — 182,403 2017 8,000 123,390 — 131,390 2019 3,750 150,002 — — 153,752 Russell Torres 2021 50,251 77,882 29,550 — 157,683 2020 19,685 52,528 9,991 — 82,204 Jeffrey Melucci 2021 16,652 110,846 — — 127,498 2020 8,302 126,747 — — 135,049 2019 7,631 101,793 — — 109,424 Gonzalo Uribe 2021 148,792 17,325 36,959 — 203,076 Kimberly K. Underhill 2019 1,700 137,974 — 139,674 2021 13,000 100,209 — 3,320,000 3,433,209 2018 249,412 87,905 33,380 370,697 2020 13,000 162,733 — — 175,733 Jeffrey P. Melucci 2019 7,631 101,793 — 109,424 2019 1,700 137,974 — — 139,674 (1) Perquisites.ForPerquisites. For a description of the perquisites we provide executive officers, and the reasons why, see “Compensation Discussion and Analysis – Benefits and Other Compensation – Other Compensation.” Perquisites for our named executive officers in 20192021 included the following:Name NameExecutive
Financial
Counseling
Program($)ExecutivePersonalFinancialUse ofCounselingCorporateProgram($Aircraft($)Personal UseSecurityof CorporateAircraft($Services($)SecurityExecutiveServices($Health
Screening
Program($)ExecutiveRelocationHealthScreeningProgram($Expenses($)(a)Total($) Michael D. Hsu —111,524—1,9817,485100,265120,99095,683 — — 195,948 Thomas J. Falk—68,7172,230—70,947Maria G. Henry 3,750—13,000—— 3,750— 4,017 — 17,017 Russell Torres 13,000 — — — 37,251 50,251 Jeffrey Melucci 13,000 — — 3,652 — 16,652 Gonzalo Uribe 13,000 — — — 135,792 148,792 Kimberly K. Underhill 13,000 — — — — 13,000 (a) 1,700———1,700Jeffrey P. Melucci3,409——4,2227,631Amounts shown reflect expenses related to relocation assistance paid in 2021 (1) in the case of Mr. Torres, in connection with his joining the company in 2020 and (2) in the case of Mr. Uribe, upon his promotion to President, K-C Latin America in 2020. Mr. Torres and Mr. Uribe participated in our relocation program, a broad-based program in which all salaried employees are eligible to participate.6620202022 Proxy Statement67 Compensation Tables (2) Defined Contribution Plan Amounts. Matching contributions were made under the 401(k) Profit Sharing Plan and accrued under the Supplemental 401(k) Plan in 2019, 20182021, 2020 and 20172019 for all named executive officers, as applicable. A profit-sharing contribution was also made under the 401(k) Profit Sharing Plan and the Supplemental 401(k) Plan in early 2020, 20192022, 2021 and 20182020 with respect to our performance in 2019, 20182021, 2020 and 2017,2019, respectively, for the named executive officers as follows:Name Performance Year Profit Sharing Contribution($) Michael D. Hsu 2019202179,398109,0202018202062,906184,5132017201970,53379,398Thomas J. FalkMaria G. Henry2019202178,75148,28020182020111,29190,61120172019150,64356,748Maria G. HenryRussell Torres2019202156,74828,4302018202049,81628,0972017Jeffrey Melucci60,914202140,467 2020 67,795 2019 41,330 Gonzalo Uribe 2021 6,325 Kimberly K. Underhill 2019202155,40025,5262018202040,38987,043Jeffrey P. Melucci2019201941,33055,400
See “Nonqualified Deferred Compensation” for a discussion of these plans. The profit sharing contribution varies depending on our performance for the applicable year, contributing to fluctuations from year to year in the amounts in the All Other Compensation column.(3) Tax Gross Ups.Ups. The amounts shown for Mr. HsuTorres and Ms. UnderhillMr. Uribe reflect tax reimbursement for moving and related expenses incurred for a relocation (1) in the case of Mr. Hsu,Torres, upon his promotion to President and Chief Operating Officer in 2017joining the company and (2) in the case of Ms. Underhill,Mr. Uribe, upon herhis promotion to Group President, K-C North America in 2018.
Latin America.(4) Severance Payments. For additional information, see “Potential Payments on Termination or Change of Control - Severance Benefits - Departure of Former Named Executive Officer.” (5) Certain Dividends.DividendDividends. Dividend equivalents on unvested performance-based and time-vested restricted share units are accumulated and will be paid in additional shares after the restricted share units vest, based on the actual number of shares that vest. See “Outstanding Equity Awards” for information on these reinvested dividend equivalents.2020682022 Proxy Statement 67Compensation Tables 20192021 on a grant-by-grant basis.20192021Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards(1)Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)Name Grant Type Grant
DateThreshold
($)Target
($)Maximum
($)Threshold
(#)Target
(#)Maximum
(#)All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(3)All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(4)Exercise
or Base
Price of
Option
Awards
($/Sh)Grant
Date Fair
Value of
Stock and
Option
Awards
($)(5)Michael D. Annual cash — 2,062,500 4,125,000 Hsu incentive award Performance- 2/28/2019 — 51,357 102,714 6,000,038 based RSU Time-vested 5/1/2019 127,521 125.47 1,726,634 stock option Thomas J. Annual cash — 975,000 1,950,000 Falk incentive award Performance- 2/28/2019 — 42,797 85,594 4,999,974 based RSU Maria G. Annual cash — 820,000 1,640,000 Henry incentive award Performance- 2/28/2019 — 20,543 41,086 2,400,039 based RSU Time-vested 2/28/2019 6,420 805,517 RSU Time-vested 5/1/2019 51,008 125.47 690,648 stock option Kimberly K. Annual cash — 779,000 1,558,000 Underhill incentive award Performance- 2/28/2019 — 15,728 31,456 1,837,502 based RSU Time-vested 5/1/2019 39,053 125.47 528,778 stock option Jeffrey P. Annual cash — 552,500 1,105,000 Melucci incentive award Performance- 2/28/2019 — 10,271 20,542 1,199,961 based RSU Time-vested 5/1/2019 25,504 125.47 345,324 stock option Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards(1) Estimated Future Payouts
Under Equity Incentive
Plan Awards(2) Name Grant Type Grant
Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(3) All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(4) Exercise
or Base
Price of
Option
Awards
($/Sh) Grant
Date Fair
Value of
Stock
and
Option
Awards
($)(5)Michael D. Hsu Annual cash incentive award — 2,337,500 4,675,000 Performance-based RSU 2/28/2021 — 52,599 105,198 6,976,205 Time-vested stock option 4/29/2021 169,645 132.63 1,742,254 Maria G. Henry Annual cash incentive award — 875,000 1,750,000 Performance-based RSU 2/28/2021 — 19,871 39,742 2,635,491 Time-vested stock option 4/29/2021 64,088 132.63 658,184 Russell Torres Annual cash incentive award — 750,000 1,500,000 Performance-based RSU 2/28/2021 — 13,442 26,884 1,725,012 Performance-based RSU 4/29/2021 — 1,696 3,392 200,006 Time-vested stock option 4/29/2021 49,009 132.63 503,322 Time-vested RSU 10/29/2021 7,723 1,000,051 Jeffrey Melucci Annual cash incentive award 658,800 1,317,600 Performance-based RSU 2/28/2021 11,689 23,378 1,500,049 Time-vested stock option 4/29/2021 37,699 132.63 387,169 Gonzalo Uribe Annual cash incentive award — 356,605 713,210 Performance-based RSU 2/28/2021 5,260 10,520 675,016 Time-vested stock option 4/29/2021 16,964 132.63 174,220 Time-vested RSU 10/29/2021 7,723 1,000,051 Kimberly K. Underhill Annual cash incentive award — 830,000 1,660,000 Performance-based RSU 2/28/2021 — 16,364 32,728 2,099,992 Time-vested stock option 4/29/2021 52,778 132.63 542,030 (1) Represents the potential annual performance-based incentive cash payments each named executive officer could earn in 2019.2021. These awards were granted under our Executive OfficerManagement Achievement Award Program, which is our annual cash incentive program for executive officers, which was approved by stockholders in 2002.officers. Actual amounts earned in 20192021 were based on the 20192021 objectives established by the Management Development and Compensation Committee at its February 7, 201910, 2021 meeting. See “Compensation Discussion and Analysis – Executive Compensation for 20192021 – Annual Cash Incentive Program.” At the time of the grant, the incentive payment could range from the threshold amount to the maximum amount depending on the2022 Proxy Statement 69 Compensation Tables extent to which the 20192021 objectives were met. The actual amounts paid in 20202022 based on the 20192021 objectives are set forth in the Summary Compensation Table under the column entitled “Non-Equity Incentive Plan Compensation.”(2) Performance-based restricted share units granted under the 20112021 Plan to our named executive officers on February 28, 2019.2021, except for an additional grant to Mr. Torres upon his promotion to Group President, K-C North America, which occurred on April 29, 2021. The number of performance-based restricted share units granted in 20192021 that will ultimately vest on the third anniversary of the grant date could range from the threshold number to the maximum number depending on the extent to which the average annual netorganic sales growth and average adjusted ROICmodified free cash flow performance objectives for those awards are met. See “Compensation Discussion and Analysis – Long-Term Equity Incentive Compensation – 20192021 Grants.”682020 Proxy StatementCompensation Tables(3) Time-vested restricted stockshare units granted under the 20112021 Plan to Ms. HenryMr. Torres and Mr. Uribe on February 28, 2019.
October 29, 2021.(4) Time-vested stock options granted under the 20112021 Plan to our named executive officers (other than Mr. Falk) on May 1, 2019.
April 29, 2021.(5) Grant date fair value is determined in accordance with ASC Topic 718 and, for performance-based restricted share units, is the value at grant date based on the probable outcome of the performance condition and is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date, excluding the effect of estimated forfeitures. See Note 57 to our audited consolidated financial statements included in our Annual Report on Form 10-K for 20192021 for the assumptions used in valuing and expensing these restricted share units and stock option awards in accordance with ASC Topic 718.20192021 table was paid or awarded, are described under “Compensation Discussion and Analysis.”plansprograms described below, none of our named executive officers has an employment agreement with us. See “Potential Payments on Termination or Change of Control.”2011 Plan providesEquity Plans provide the Committee with discretion to require performance-based standards to be met before awards vest. The Committee awarded time-vested restricted share units to Ms. HenryMr. Torres and Mr. Uribe in 2019October 2021 for retention purposes which vest on the third anniversary of the date of grant. In 2019,2021, each named executive officer received grants of stock options and performance-based restricted share units under the 2011 Plan and each named executive officer (other than Mr. Falk) received grants of stock options.2021 Plan.2011 Plan providesEquity Plans provide that the option price per share shall be no less than the closing price per share of our common stock at the grant date. The term of any option is no more than ten years from the grant date. Options granted in 20192021 become exercisable in three annual installments of 30 percent, 30 percent and 40 percent, beginning on the first anniversary of the grant date; however, all of the options become exercisable for the earlier of three years or the remaining term of the options upon death or total and permanent disability, and for the earlier of five years or the remaining term of the options, upon retirement of the officer. In addition, options generally become exercisable upon a termination of employment following a change of control, and certain options granted to our named executive officers are subject to our Executive Severance Plan.Program. See “Potential Payments on Termination or Change of Control.” The officers may transfer the options to family members or certain entities in which family members have interests.20192021 vest three years following the grant date in a range from zero to 200 percent of the target levels. Awards that vest, if any, are based on our average annual netorganic sales growth and average adjusted ROICmodified free cash flow performance during the three years. As of February 12, 2020,9, 2022, the performance-based restricted share units granted in 20192021 and 20182020 were on pace to vest at the following levels: 13780 percent for the 20192021 award and 5750 percent for the 20182020 award. The Committee has determined that the 20172019 award vested at 62130 percent.2020702022 Proxy Statement 69Compensation Tables 2019.2021. Option awards were granted for ten-year terms, ending on the option expiration date set forth in the table. Stock awards were granted as indicated in the footnotes to the table. Where applicable, the numbers of shares subject to option awards and option exercise prices in this table and throughout this proxy statement reflect adjustments for the Halyard Health spin-off on October 31, 2014.20192021(1)Option Awards(2) Stock Awards Option Awards(2) Stock Awards Name Grant
DateNumber of
Securities
Underlying
Unexercised
Options (#)
ExercisableNumber of
Securities
Underlying
Unexercised
Options (#)
UnexercisableOption
Exercise
Price ($)(3)Option
Expiration
DateNumber
of Shares
or Units
of Stock
That Have
Not Vested
(#)(4)Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(5)Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)(6)Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)(5) Grant
Date Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price
($)(3) Option
Expiration
Date Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)(4) Market
Value
of Shares
or Units of
Stock That
Have Not
Vested
($)(5) Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have
Not Vested
(#)(6) Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have
Not Vested
($)(5)Michael D. Hsu 5/1/2019 — 127,521 125.47 5/1/2029 4/29/2021 — 169,645 132.63 4/29/2031 2/28/2019 105,130 14,460,632 2/26/2021 53,944 7,709,676 5/9/2018 27,653 64,526 103.06 5/9/2028 4/29/2020 43,177 100,749 138.96 4/29/2030 2/28/2018 34,093 4,689,492 2/28/2020 48,376 6,913,898 4/25/2017 40,656 27,105 132.82 4/25/2027 5/1/2019 76,512 51,009 125.47 5/1/2029 2/28/2017 22,313 3,069,153 2/28/2019 112,044 16,013,328 5/3/2016 52,525 — 126.13 5/3/2026 5/9/2018 92,179 — 103.06 5/9/2028 4/29/2015 54,191 — 110.72 4/29/2025 4/25/2017 67,761 — 132.82 4/25/2027 4/30/2014 46,508 — 107.51 4/30/2024 5/3/2016 52,525 — 126.13 5/3/2026 5/1/2013 41,698 — 98.92 5/1/2023 4/29/2015 54,191 — 110.72 4/29/2025 Thomas J. Falk 4/30/2014 46,508 — 107.51 4/30/2024 5/1/2013 41,698 — 98.92 5/1/2023 Maria G. Henry 2/28/2019 87,607 12,050,343 4/29/2021 — 64,088 132.63 4/29/2031 5/9/2018 — 135,844 103.06 5/9/2028 2/26/2021 20,379 2,912,567 2/28/2018 71,774 9,872,514 4/29/2020 18,350 42,819 138.96 4/29/2030 4/25/2017 112,935 75,290 132.82 4/25/2027 2/28/2020 20,559 2,938,292 2/28/2017 61,979 8,525,211 5/1/2019 30,604 20,404 125.47 5/1/2029 5/3/2016 198,208 — 126.13 5/3/2026 2/28/2019 44,818 6,405,389 2/28/2019 7,003 1,000,869 5/9/2018 62,100 — 103.06 5/9/2028 4/25/2017 53,644 — 132.82 4/25/2027 5/3/2016 47,570 — 126.13 5/3/2026 4/29/2015 49,675 — 110.72 4/29/2025 702022 Proxy Statement202071Compensation Tables Option Awards(2) Stock Awards Name Grant
Date Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price
($)(3) Option
Expiration
Date Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)(4) Market
Value
of Shares
or Units of
Stock That
Have Not
Vested
($)(5) Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have
Not Vested
(#)(6) Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have
Not Vested
($)(5)Russell Torres 10/29/2021 7,723 1,103,771 4/29/2021 — 49,009 132.63 4/29/2031 4/29/2021 1,725 246,537 2/26/2021 13,786 1,970,295 4/29/2020 12,413 28,966 138.96 4/29/2030 4/29/2020 13,023 1,861,247 4/29/2020 12,583 1,798,362 Jeffrey Melucci 4/29/2021 — 37,699 132.63 4/29/2031 2/26/2021 11,988 1,713,325 4/29/2020 9,714 22,669 138.96 4/29/2030 2/28/2020 10,884 1,555,541 5/1/2019 15,302 10,202 125.47 5/1/2029 2/28/2018 22,408 3,202,551 4/25/2017 5,271 — 132.82 4/25/2027 Gonzalo Uribe 10/29/2021 7,723 1,103,771 4/29/2021 — 16,964 132.63 4/29/2031 2/26/2021 5,394 770,910 4/29/2020 1,079 2,519 138.96 4/29/2030 2/28/2020 1,132 161,785 5/1/2019 1,817 1,212 125.47 5/1/2029 5/1/2019 1,034 147,779 2/28/2019 2,458 351,297 5/9/2018 3,687 — 103.06 5/9/2028 4/25/2017 3,576 — 132.82 4/25/2027 72 2022 Proxy Statement Compensation Tables Option Awards(2) Stock Awards Name Grant
DateNumber of
Securities
Underlying
Unexercised
Options (#)
ExercisableNumber of
Securities
Underlying
Unexercised
Options (#)
UnexercisableOption
Exercise
Price ($)(3)Option
Expiration
DateNumber
of Shares
or Units
of Stock
That Have
Not Vested
(#)(4)Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)(5)Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#)(6)Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)(5)Maria G. Henry 5/1/2019 — 51,008 125.47 5/1/2029 2/28/2019 42,052 5,784,253 2/28/2019 6,571 903,841 5/9/2018 18,630 43,470 103.06 5/9/2028 2/28/2018 22,967 3,159,111 4/25/2017 32,186 21,458 132.82 4/25/2027 2/28/2017 17,664 2,429,683 5/3/2016 47,570 — 126.13 5/3/2026 4/29/2015 49,675 — 110.72 4/29/2025 Kimberly K. Underhill 5/1/2019 — 39,053 125.47 5/1/2029 2/28/2019 32,196 4,428,560 5/9/2018 — 33,282 103.06 5/9/2028 5/9/2018 7,271 1,000,126 2/28/2018 10,766 1,480,863 4/25/2017 14,681 9,788 132.82 4/25/2027 2/28/2017 8,058 1,108,378 Jeffrey P. Melucci 5/1/2019 — 25,504 125.47 5/1/2029 2/28/2019 21,025 2,891,989 5/9/2018 — 21,056 103.06 5/9/2028 2/28/2018 11,125 1,530,244 9/1/2017 4,380 602,469 4/25/2017 — 5,271 132.82 4/25/2027 2/28/2017 4,339 596,829 Option Awards(2) Stock Awards Name Grant
Date Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price
($)(3) Option
Expiration
Date Number
of Shares
or Units of
Stock That
Have Not
Vested
(#)(4) Market
Value
of Shares
or Units of
Stock That
Have Not
Vested
($)(5) Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have
Not Vested
(#)(6) Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have
Not Vested
($)(5)Kimberly K. Underhill 4/29/2021 52,778 — 132.63 9/2/2026 2/26/2021 16,782 2,398,483 4/29/2020 46,776 — 138.96 9/2/2026 2/28/2020 15,722 2,246,988 5/1/2019 27,338 — 125.47 9/2/2026 2/28/2019 34,313 4,904,014 (1) The amounts shown reflect outstanding equity awards granted under the 2011 Plan (prior to April 2021) or the 2021 Plan. Under the 2011 Plan,each plan, an executive officer may receive awards of stock options, restricted stock or restricted share units, or a combination of stock options, restricted stock and restricted share units.(2) Stock options granted under the 2011 Plan become exercisable in three annual installments of 30 percent, 30 percent and 40 percent, beginning on the first anniversary of the grant date; however, all of the options become exercisable for three years upon death or total and permanent disability and for the earlier of five years or the remaining term of the options, upon retirement of the officer. In addition, options generally become exercisable upon a termination of employment following a change of control, and certain options granted to our named executive officers are subject to our Executive Severance Plan.Program. See “Potential Payments on Termination or Change of Control.” The officers may transfer the options to family members or certain entities in which family members have interests.2020 Proxy Statement71Compensation TablesIn connection with the Halyard Health spin-off on October 31, 2014 the numbers of stock options were increased and the exercise prices were decreased to maintain the fair value of outstanding options immediately before and after the spin-off. Specifically, for each stock option held by a Kimberly-Clark employee, officer, or director, the exercise price was divided by 1.044134 (the “Adjustment Ratio”) and the number of shares subject to the outstanding stock option was multiplied by the Adjustment Ratio, with fractional shares rounded down to the nearest whole share. No incremental fair value was generated as a result of the adjustments. (3) The 2011 Plan providesEquity Plans provide that the option price per share shall be no less than the closing price per share of our common stock at grant date.(4) The amounts shown represent awards of time-vested restricted share units. Subject to accelerated vesting as described in “Potential Payments on Termination or Change of Control,” the time-vested restricted share unit awards granted to Ms. Henry, Mr. Torres and Mr. MelucciUribe vest on the third anniversary of the grant date. Dividend equivalents on these time-vested restricted share units equal to cash dividends on our Common Stock will be accumulated and paid in additional shares when the time-vested restricted share units vest. The units listed include dividend equivalents.(5) The values shown in this column are based on the closing price of our common stock on December 31, 20192021 of $137.55$142.92 per share.(6) The amounts shown represent awards of performance-based restricted share units granted to our named executive officers in 2017, 20182019, 2020 and 2019.2021. Subject to accelerated vesting as described in “Potential Payments on Termination or Change of Control,” performance-based restricted share unit awards granted in 2017, 20182019, 2020 and 20192021 vest on the third anniversary of the grant date, in a range from zero to 200 percent of the target levels indicated based on the achievement of specific performance goals. Based on the current vesting pace of these awards, the amounts shown represent the target level for the 2017 and 2018 grants and the maximum level for the 2019 grant.grants and the target level for the 2020 and 2021 grants. See “Discussion of Summary Compensation and Plan-Based Awards Tables.” The units listed include equivalents on performance-based restricted share units granted to our named executive officers equal to cash dividends on our Common Stock based on the target level for the 2017 and 2018 grants and the maximum level for the 2019 grant.grant and the target level for the 2020 and 2021 grants.7220202022 Proxy Statement73 Compensation Tables 20192021 for our named executive officers.20192021 Option Awards Stock Awards Option Awards Stock Awards Name Number of
Shares Acquired
on Exercise(#)Value
Realized on
Exercise($)(1)Number of
Shares Acquired
on Vesting(#)Value
Realized on
Vesting($)(2) Number of
Shares Acquired
on Exercise(#) Value
Realized on
Exercise($)(1) Number of
Shares Acquired
on Vesting(#) Value
Realized on
Vesting($)(2)Michael D. Hsu — 16,297 1,903,979 — — 35,429 4,546,604 Thomas J. Falk 284,186 5,073,329 61,497 7,184,695 Maria G. Henry — 14,759 1,724,294 — — 23,868 3,062,980 Russell Torres — — 6,185 820,293 Jeffrey Melucci 21,056 605,255 11,562 1,483,751 Gonzalo Uribe — — 1,524 206,502 Kimberly K. Underhill 48,435 627,800 7,380 862,205 19,018 623,323 18,806 2,467,995 Jeffrey P. Melucci 34,742 712,685 3,096 361,555 (1) The dollar amount reflects the total pre-tax value realized by our named executive officers (number of shares exercised times the difference between the fair market value on the exercise date and the exercise price). It is not the grant date fair value disclosed in other locations in this proxy statement. Value from these option exercises was only realized to the extent our stock price increased relative to the stock price at grant (the exercise price). (2) The dollar amount reflects the total pre-tax value received by our named executive officers upon the vesting of time-vested restricted share units or performance-based restricted share units (number of shares vested times the closing price of our common stock on the vesting date), including cash paid in lieu of fractional shares. It is not the grant date fair value disclosed in other locations in this proxy statement. 2020742022 Proxy Statement 73Compensation Tables 20192021 concerning potential payments to our named executive officers under our pension plan and supplemental pension plans. Information about these plans follows the table.20192021 PENSION BENEFITSName(1) Plan Name Number of
Years Credited
Service(#)(3)Present Value
of Accumulated
Benefit($)Thomas J. Falk(2) Pension Plan 26.5 1,334,253 Supplemental
Pension Plans26.5 21,144,143 Kimberly K. Underhill(2) Pension Plan 9.6 442,610 Supplemental
Pension Plans9.6 322,813 Name(1) Plan Name Number of
Years Credited
Service(#)(2)Present
Value of
Accumulated
Benefit($)Payments
During Last
Fiscal Year($)(3)Kimberly K. Underhill(4) Pension Plan 9.6 504,742 — Supplemental Pension Plans 9.6 355,100 14,786 (1) Each named executive officer other than Mr. Falk and Ms. Underhill joined Kimberly-Clark after January 1, 1997 and therefore is not eligible to participate in our defined benefit pension plans.(2)At the time of Mr. Falk’s departure on December 31, 2019, he was eligible for early retirement under the plans. Ms. Underhill is currently eligible for retirement under the plans and would be eligible to receive the full unreduced retirement benefit described in the table below.(3)(2)Mr. Falk had 36.4 years of actual service upon his departure on December 31, 2019. Beginning in 2010, the number of years of credited service was frozen for Mr. Falk at the amounts set forth in the table, as a result of our ceasing to accrue compensation and benefit service under the plans. Ms. Underhill has 32.034.0 years of actualvesting service. Ms. Underhill’s years of creditedbenefit service were frozen in 1997 upon her election to participate in a predecessor defined contribution plan to the 401(k) Profit Sharing Plan.(3) In accordance with the terms of the plans, in connection with her departure from Kimberly-Clark in September 2021, Ms. Underhill received a distribution in December 2021 for required income and payroll taxes withheld in 2021. (4) At the time of Ms. Underhill’s departure in September 2021, she was eligible for retirement under the plans and was eligible to receive a reduced early retirement benefit. An unreduced retirement benefit is available at age 60. Pension Plan Supplemental Pension Plans Reason for Plan Provide eligible participants with a competitive level of retirement benefits based on pay and years of service. Provide eligible participants with benefits as are necessary to fulfill the intent of the pension plan without regard to limitations imposed by the Internal Revenue Code. Eligible Participants Salaried employees who joined Kimberly-Clark prior to January 1, 1997. Salaried employees impacted by limitations imposed by the Internal Revenue Code on payments under the pension plan. 742020 Proxy StatementCompensation TablesPension PlanSupplemental Pension PlansPayment Form ► Single-life annuity payable monthly► Monthly payments or a lump sum after age 55► Lump sum six months after termination of employment2022 Proxy Statement 75 Compensation Tables Pension Plan Supplemental Pension Plans Retirement Eligibility Full unreduced benefit: ►Same Normal retirement age of 65► Age 62 with 10 years of service► Age 60 with 30 years of service► Disability retirement► Age 55 with five years of service. The amount of the benefit is reduced according to the number of years the participant retires before the age the participant is eligible for a full, unreduced benefit. The amount of the reduction is based on age and years of vesting service.SameBenefits Payable Service and earnings frozen as of December 31, 2009. Benefit depends on the participant’s years of service under our plan and monthly average earnings over the last 60 months of service or, if higher, the monthly average earnings for the five calendar years in his or her last fifteen years of service for which earnings were the highest. Same Benefit Formula for Salaried Employees (As (As of December 31, 2009) (Payable in the form of a single life annuity)Unreduced monthly benefit = 1/12 of ((1.125% x final average annual earnings (up to 2/3 of the Social Security Taxable Wage Base)) + (1.425% x final average annual earnings (in excess of 2/3 of the Social Security Taxable Wage Base up to Taxable Wage Base)) + (1.5% x final average annual earnings (over the Social Security Taxable Wage Base))) multiplied by the years of credited service. Same Pensionable Earnings Annual cash compensation. Long-term equity compensation is not included. Same Change of control or reduction in our long-term credit rating (below investment grade) Not applicable Participants have the option of receiving the present value of their accrued benefits prior to 2005 in the supplemental pension plans in a lump sum, reduced by 10 percent and 5 percent for active and former employees, respectively. 2020 Proxy Statement75Compensation Tables20192021 appears in the 20192021 Pension Benefits table. For purposes of determining the present value of accumulated benefits, we have used the potential earlier retirement ages as described above rather than the normal retirement age under the plans, which is 65. For a discussion of how we value these obligations and the assumptions we use in that valuation, see Note 68 to our audited consolidated financial statements included in our 20192021 Annual Report on Form 10-K. The calculation of actuarial present value generally is consistent with the methodology and assumptions outlined in our audited consolidated financial statements, except that benefits are reflected as payable as of the date the executive is first entitled to full unreduced benefits (as opposed to the assumed retirement date) and76 2022 Proxy Statement Compensation Tables MP-2019,MP-2020, and for the supplemental plans were calculated using the 20212022 417(e) mortality table adjusted for mortality improvement to the assumed retirement age using scale MP-2019. For Mr. Falk, the present values reflect actual lump sum payments as of January 1, 2020, from both the qualified and supplemental plans.MP-2020. With respect to the supplemental pension plans, the amount of the earlier retirement age lump sum benefit was determined using an approximate 30-year Treasury Bond rate of 2.16%1.77%, consistent with the methodology used for purposes of our consolidated financial statements; any actual lump sum benefit would be calculated using the 30-year Treasury Bond rate in effect as of the beginning of the month prior to termination. Present value amounts were determined as of December 31, 20192021 based on the financial accounting discount rates for United States pension plans of 3.39%2.94% and 3.31%2.86% for the qualified plan and the supplemental plans, respectively.20192021 of the projected retirement benefits can be found in footnote 1 to the Summary Compensation Table under the heading “Change in Pension Value and Nonqualified Deferred Compensation Earnings.” NoOther than the payments to Ms. Underhill described above, no payments were made to our named executive officers under our pension plans during 2019; however, upon Mr. Falk’s retirement on December 31, 2019, certain distributions became payable in 2020. See “Potential Payments on Termination or Change of Control – Retirement of Mr. Falk.”2021.762020 Proxy StatementCompensation Tablesnonqualified defined contributionthe amount of contributions, earnings and deferred compensation plansbalances for oureach named executive officers during 2019.officer under our Supplemental 401(k) Plan.20192021 NONQUALIFIED DEFERRED COMPENSATIONName Plan Company
Contributions
in 2019($)(1)Aggregate
Earnings in
2019($)(2)Aggregate
Balance at
December 31,
2019($)(3) Company
Contributions in
2021($)(1) Aggregate
Earnings in
2021($)(2) Aggregate
Balance at
December 31,
2021($)(3)Michael D. Hsu Supplemental
401(k) Plan183,572 134,169 926,334 280,349 170,275 1,845,772 Thomas J. Falk Supplemental
401(k) Plan230,709 805,701 3,927,393 Deferred
Compensation Plan(4)— 484,876 3,229,344 Maria G. Henry Supplemental
401(k) Plan126,762 70,810 512,307 113,976 87,640 938,319 Russell Torres 59,612 5,962 94,625 Jeffrey Melucci 92,576 66,887 620,252 Gonzalo Uribe — — — Kimberly K. Underhill Supplemental
401(k) Plan114,734 87,366 648,090 81,939 81,748 1,039,412 Jeffrey P. Melucci Supplemental
401(k) Plan78,553 45,029 306,227 (1) Contributions consist solely of amounts accrued by Kimberly-Clark under the Supplemental 401(k) Plan, including the profit-sharing contribution in February 20202022 with respect to our performance in 2019.2021. These amounts are included in the Summary Compensation Table and represent a portion of the Defined Contribution Plan Payments included in All Other Compensation.(2) The amounts in this column show the changes in the aggregate account balance for our named executive officers during 20192021 that are not attributable to company contributions. Aggregate earnings are not included in the Summary Compensation Table because the earnings are not above-market or preferential.(3) Balance for the Supplemental 401(k) Plan includes the profit-sharing contribution made in early 20202022 with respect to our performance in 2019,2021, as well as the following aggregate amounts that were previously reported in the Summary Compensation Table for 20182020 and 2017,2019, combined: Mr. Hsu - $238,107, Mr. Falk $505,690,$504,021, Ms. Henry - $190,133,$271,655, Mr. Torres - $72,644, Mr. Melucci - $141,092, Mr. Uribe - $0, Ms. Underhill - $131,747, and Mr. Melucci - $102,345.$252,957. The information in this footnote is provided to clarify the extent to which the balances shown represent compensation reported in our prior proxy statements, rather than additional currently earned compensation.(4)In addition to amounts shown in the table that reflect participation in the Supplemental 401(k) Plan, amounts shown for Mr. Falk represent compensation deferred in prior years under our Deferred Compensation Plan and accumulated earnings. Effective in 2005, no further amounts may be deferred under this plan. Participants in the Deferred Compensation Plan may elect to have deferrals credited with yields equal to those earned on any of a subset of funds available in the 401(k) Profit Sharing Plan. Generally, benefits are payable under the Deferred Compensation Plan in accordance with the participant’s election in a lump sum or in quarterly installments over a period between two and 20 years. If a participant ceases employment (other than as a result of a total and permanent disability or death or on or after age 55 with five or more years of service), the account balance is paid in a lump sum. In the event of a change of control or a reduction in our long-term credit rating (below investment grade), currently-employed participants have the option to elect an immediate lump-sum payment of their account balance, less a 10 percent penalty.20202022 Proxy Statement77 Compensation Tables 401(k) Profit Sharing Plan Supplemental 401(k) Plan Purpose To assist employees in saving for retirement, as well as to provide a discretionary profit sharing contribution in which contributions will be based on our profit performance. To provide benefits to the extent necessary to fulfill the intent of the 401(k) Profit Sharing Plan without regard to the limitations imposed by the Internal Revenue Code on qualified defined contribution plans. Eligible participants Most U.S. employees. Salaried employees impacted by limitations imposed by the Internal Revenue Code on the 401(k) Profit Sharing Plan. Is the plan qualified under the Internal Revenue Code? Yes. No. Can employees make contributions? Yes. No. Do we make contributions or match employee contributions? We match 100% of employee contributions, to a yearly maximum of 4% of eligible compensation. In addition, we may make a discretionary profit sharing contribution of 0% to 8% of eligible compensation based on our profit performance. We provide credit to the extent our contributions to the 401(k) Profit Sharing Plan are limited by the Internal Revenue Code. When do account balances vest? Account balances under these plans vest immediately. Account balances under these plans vest immediately. How are account balances invested? Account balances are invested in certain designated investment options selected by the participant. Account balances are credited with earnings and losses as if these account balances were invested in certain designated investment options selected by the participant. When are account balances distributed? Distributions of the participant’s vested account balance are only available after termination of employment. Loans, hardship and certain other withdrawals are allowed prior to termination of employment for certain vested amounts under the 401(k) Profit Sharing Plan. Distributions of the participant’s vested account balance are payable after termination of employment. 78 20202022 Proxy StatementCompensation Tables plansprograms that cover our executive officers, depending on the circumstances that result in their termination. Those plans include the Executive Severance Plan,Program, which is applicable when an executive officer is terminated following a change of control, and the Severance Pay Plan, which is applicable in the event of certain other involuntary terminations. An executive officer may not receive severance payments under more than one of the plansprograms described below.Plan.Program. We have agreements under our Executive Severance PlanProgram with each named executive officer. The agreements provide that, in the event of a “Qualified Termination of Employment” (as described below), the participant will receive a cash payment in an amount equal to the sum of:►Two times the sum of annual base salary and the averagecurrent target annual incentive award, for the three prior fiscal years, ►The value of any forfeited awards, based on the closing price of our common stock at the date of the participant’s separation from service, of restricted stock and time-vested restricted share units, ►The value of the target number of any forfeited performance-based restricted share units multiplied by the average payout percentage for performance-based restricted share awards for the prior three years, ►The value of the employer match and an assumed target level profit sharing contribution the named executive officer would have received if he or she had remained employed an additional two years under the 401(k) Profit Sharing Plan and Supplemental 401(k) Plan, and ►the cost of two years of COBRA premiums for medical and dental coverage. 2020,2023, unless extended by the Committee.20202022 Proxy Statement79 Compensation Tables ►Two times the sum of annual base salary and the averagecurrent target annual incentive award, for the three prior fiscal years, ►If the termination occurs after March 31, the pro-rated current year annual incentive award based on actual performance, ►An amount equal to the cost of six months of COBRA premiums for medical coverage, and ►An amount equal to the cost of six months of outplacement services and three months of participation in our employee assistance program. 2011 Plan.Equity Plans. In the event of a “Qualified Termination of Employment” (as described below) of a participant in the 2011 PlanEquity Plans in connection with a change of control, all of the participant’s awards not subject to performance goals would become fully vested. Any awards subject to performance goals will vest at the average performance-based restricted share unit payout for awards for the three prior fiscal years. Unless otherwise governed by another applicable plan or agreement, such as the terms of the Executive Severance Plan,Program, options in this event would be exercisable for the lesser of three months or the remaining term of the option. If any amounts payable under the 2011 PlanEquity Plans result in excise tax due to the application of Section 280G of the Internal Revenue Code, the 2011 Plan providesEquity Plans provide that payments and benefits payable to the named executive officer will be reduced to the extent necessary so that no excise tax will be imposed if doing so would result in the executive retaining a larger after-tax amount, taking into account the income, excise and other taxes imposed on the payments and benefits. A “Qualified Termination of Employment” is a termination of the participant’s employment within two years following a change of control of Kimberly-Clark (as defined in the 2011 Plan)Equity Plans), unless the termination is by reason of death or disability or unless the termination is by Kimberly-Clark for cause or by the participant without good reason.802020 Proxy StatementCompensation Tables2011 Plan providesEquity Plans provide that, if pending a change of control, the Committee determines that Kimberly-Clark common stock will cease to exist without an adequate replacement security that preserves the economic rights and positions of the participants in the 2011 PlanEquity Plans (for example, as a result of the failure of the acquiring company to assume outstanding grants), then all options and stock appreciation rights will become exercisable, in a manner deemed fair and equitable by the Committee, immediately prior to the consummation of the change of control. In addition, the restrictions on all restricted stock will lapse and all restricted share units, performance awards and80 2022 Proxy Statement Compensation Tables 2011 Plan,Equity Plans, other than a Qualified Termination of Employment, death, total and permanent disability or retirement of the participant, the participant will forfeit all unvested restricted stock and restricted share units, and any vested stock options held by the participant will be exercisable for the lesser of three months or the remaining term of the option.Retirement.In the event of retirement (separation from service on or after age 55), our named executive officers are entitled to receive:►Benefits payable under our pension plans for eligible participants (if the participant has at least five years of vesting service) (see “Pension Benefits” for additional information), ►Their account balance, if any, under the Deferred Compensation Plan, ►Their account balance under the Supplemental 401(k) Plan, ►Their account balance under the 401(k) Profit Sharing Plan, ►Accelerated vesting of unvested stock options, and the options will be exercisable until the earlier of five years or the remaining term of the options, ►For units outstanding more than six months after the date of grant, performance-based restricted share units will be payable based on attainment of the performance goal at the end of the restricted period, ►Annual incentive award payment under the Executive OfficerManagement Achievement Award Program as determined by the Committee in its discretion, ►For participants with at least fifteen years of vesting service and who joined Kimberly-Clark before January 1, 2004, retiree medical credits based on number of years of vesting service (up to a maximum of $104,500 in credits), and ►For participants with at least fifteen years of vesting service, continuing coverage under Kimberly-Clark’s group life insurance plan. ►50 percent of the benefits under our pension plans for eligible participants, not reduced for early payment (if the participant has at least five years of vesting service) (see “Pension Benefits”), payable under the terms of the plans to the participant’s spouse or minor children, ►Their account balance, if any, under the Deferred Compensation Plan, ►Their account balance under the Supplemental 401(k) Plan, ►Their account balance under the 401(k) Profit Sharing Plan, ►Accelerated vesting of unvested stock options, and the options will be exercisable until the earlier of three years or the remaining term of the options, 2020 Proxy Statement81Compensation Tables►Time-vested restricted share units will be vested pro rata, based on the number of full months of employment during the restricted period prior to the participant’s termination of employment, payable within 70 days following the end of the restricted period, ►For units outstanding more than six months after the date of grant, performance-based restricted share units will be vested pro rata, based on attainment of the performance goal at the end of the restricted period, payable within 70 days following the end of the restricted period, ►2022 Proxy Statement81 Compensation Tables Annual incentive award payment under the Executive OfficerManagement Achievement Award Program as determined by the Committee in its discretion,►For participants who were at least age 55, had at least fifteen years of vesting service and joined Kimberly-Clark before January 1, 2004, medical credits payable to their spouse or dependent based on number of years of vesting service (up to a maximum of $104,500 in credits), and ►Payment of benefits under Kimberly-Clark’s group life insurance plan (which is available to all salaried employees in the U.S.) equal to two times the participant’s annual pay, up to $2 million (plus any additional coverage of three, four, five or six times the participant’s annual pay, in increments of up to $1 million each, purchased by the participant at group rates). Benefits provided by Kimberly-Clark and employee-purchased benefits cannot exceed $6 million. ►Benefits payable under our pension plans for eligible participants, not reduced for early payment, if the participant has at least five years of vesting service (see “Pension Benefits” for additional information), ►Their account balance, if any, under the Deferred Compensation Plan, ►Accelerated vesting of unvested stock options, and the options will be exercisable until the earlier of three years or the remaining term of the options, ��►Time-vested restricted share units will be vested pro rata, based on the number of full months of employment during the restricted period prior to the participant’s termination of employment, payable within 70 days following the end of the restricted period, ►For units outstanding more than six months after the date of grant, performance-based restricted share units will be vested pro rata, based on attainment of the performance goal at the end of the restricted period, payable within 70 days following the end of the restricted period, ►Annual incentive award payment under the Executive OfficerManagement Achievement Award Program as determined by the Committee in its discretion, ►For participants of at least age 55 with at least fifteen years of vesting service and who joined Kimberly-Clark before January 1, 2004, medical credits based on number of years of vesting service (up to a maximum of $104,500 in credits),►Continuing coverage under Kimberly-Clark’s group life insurance plan (available to all U.S. salaried employees), with no requirement to make monthly contributions toward coverage during disability, and ►Payment of benefits under Kimberly-Clark’s Long-Term Disability Plan (available to all U.S. salaried employees). Long-term disability under the plan would provide income protection of monthly base pay, ranging from a minimum monthly benefit of $50 to a maximum monthly benefit of $20,000. Benefits are reduced by the amount of any other Kimberly-Clark or government-provided income benefits received (but will not be lower than the minimum monthly benefit). 82 20202022 Proxy StatementCompensation Tables PlanProgram had a Qualified Termination of Employment under that planthe participant agreement occurred on December 31, 2019;2021; (ii) the severance benefits for our named executive officers under the Severance Pay Plan if an involuntary termination had occurred on December 31, 2019;2021; (iii) the benefits that would have been payable on the death of our named executive officers on December 31, 2019;2021; (iv) the benefits that would have been payable on the total and permanent disability of our named executive officers on December 31, 2019;2021; and (v) the potential payments to Mr. Hsu and Ms. UnderhillHenry if they had retired on December 31, 2019.2021. If applicable, amounts in the table were calculated using the closing price of our common stock on December 31, 20192021 of $137.55$142.92 per share.UnderhillHenry were eligible to retire as of December 31, 2019;2021; thus, potential payments assuming retirement on that date are not included for the other named executive officers.Mr. Falk retiredBecause Ms. Underhill left the company on December 31, 2019 andSeptember 1, 2021, she is discussed separately below under “Retirement“Departure of Mr. Falk.Former Named Executive Officer.”20202022 Proxy Statement83 Compensation Tables Name Cash
Payment($)Equity with
Accelerated
Vesting($)Additional
Retirement
Benefits($)Continued
Benefits
and Other
Amounts($)Total($) Cash
Payment($) Equity with
Accelerated
Vesting($) Additional
Retirement
Benefits($) Continued
Benefits
and Other
Amounts($) Total($) Michael D. Hsu Qualified Termination of Employment 6,802,095 (1) 26,113,439 (2) 326,276 (3) 26,136 (4) 33,267,946 8,659,117 (1) 33,671,622 (2) 577,538 (3) 31,704 (4) 42,939,981 Involuntary Termination(5) 6,802,095 — — 8,721 (6) 6,810,816 8,659,117 — — 10,072 (6) 8,669,189 Death 4,673,646 (7) 13,675,449 (8) — — 18,349,095 3,439,886 (7) 24,524,846 (8) — — 27,964,732 Disability 2,723,646 (7) 13,675,449 (8) — — (9) 16,399,095 1,439,886 (7) 24,524,846 (8) — — (9) 25,964,732 Retirement 2,723,646 (1) 26,113,439 — — (10) 28,837,085 1,439,886 (1) 33,671,195 — — (10) 35,111,081 Maria G. Henry Qualified Termination of Employment 4,060,165 (1) 14,493,841 (2) 233,429 (3) 26,136 (4) 18,813,571 4,247,396 (1) 14,442,196 (2) 293,462 (3) 31,704 (4) 19,014,758 Involuntary Termination(5) 4,060,165 — — 8,721 (6) 4,068,886 4,247,396 — — 10,072 (6) 4,257,468 Death 2,782,306 (7) 8,299,987 (8) — — 11,082,293 2,239,121 (7) 10,784,567 (8) — — 13,023,688 Disability 1,142,306 (7) 8,299,987 (8) — — (9) 9,442,293 579,121 (7) 10,784,567 (8) — — (9) 11,363,688 Kimberly K. Underhill Retirement 579,121 13,441,327 — — (10) 14,020,448 Russell Torres Qualified Termination of Employment 3,629,528 (1) 9,683,881 (2) 205,182 (3) 26,136 (4) 13,544,727 3,505,900 (1) 7,599,220 (2) 244,644 (3) 48,936 (4) 11,398,700 Involuntary Termination(5) 3,629,528 — — 8,721 (6) 3,638,249 3,505,900 — — 14,104 (6) 3,520,004 Death 1,114,749 (7) 5,375,727 (8) — (11) 104,500 (12) 6,594,976 1,947,849 (7) 3,668,611 (8) — — 5,616,460 Disability 1,064,749 (7) 5,375,727 (8) 58,854 (13) 104,500 (9) 6,603,830 447,849 (7) 3,668,611 (8) — — (9) 4,116,460 Retirement 1,064,749 (1) 9,683,881 — 104,500 (10) 10,853,130 Jeffrey P. Melucci Jeffrey Melucci Qualified Termination of Employment 2,744,103 (1) 6,680,773 (2) 157,624 (3) 40,629 (4) 9,623,129 3,415,096 (1) 7,127,134 (2) 234,903 (3) 48,936 (4) 10,826,069 Involuntary Termination(5) 2,744,103 — — 12,086 (6) 2,756,189 3,415,096 — — 14,104 (6) 3,429,200 Death 4,433,807 (7) 3,813,181 (8) — — 8,246,988 4,678,814 (7) 5,106,881 (8) — — 9,785,695 Disability 773,807 (7) 3,813,181 (8) — — (9) 4,586,988 478,814 (7) 5,106,881 (8) — — (9) 5,585,695 Gonzalo Uribe Qualified Termination of Employment 1,656,614 (1) 2,741,226 (2) 111,420 (3) 48,936 (4) 4,558,196 Involuntary Termination(5) 1,656,614 — — 14,104 (6) 1,670,718 Death 1,363,868 (7) 1,039,070 (8) — — 2,402,938 Disability 263,868 (7) 1,039,070 (8) — — (9) 1,302,938 (1) Assumes the Committee would approve full payment under the Executive OfficerManagement Achievement Award Program for 2019;2021; actual amount that would be paid is determined by the Committee in its discretion.(2) Assumes vesting of unvested performance-based restricted share units at the target level for the 2017 and 2018 grants and the maximum level for the 2019 grant.grant and the target level for the 2020 and 2021 grants. See “Outstanding Equity Awards.” In addition, under the terms of the 2011 Plan,Equity Plans, if the Committee were to determine that, pending a change of control, our common stock would cease to exist without an adequate replacement security, the payment of this amount would not be contingent upon the Qualified Termination of Employment of the named executive officer. This provision also applies to grants under the 2011 PlanEquity Plans to employees other than our named executive officers.(3) Includes the value of two additional years of employer contributions under the 401(k) Profit Sharing Plan and the Supplemental 401(k) Plan, pursuant to the terms of the Executive Severance Plan. (4) Includes an amount equal to 24 months of COBRA medical and dental coverage. (5) Benefits payable under the Severance Pay Plan. For Mr. Hsu and Ms. Underhill,Henry, does not include accelerated equity vesting that occurred when they became retirement eligible at age 55. See the benefits payable for Mr. Hsu and Ms. Underhillthese officers for retirement for the amount of this accelerated equity vesting.(6) Includes an amount equal to six months of COBRA medical coverage under each executive’s specific health insurance plan, three months of Employee Assistance Program, and outplacement services valued at $2,700. 842020 Proxy StatementCompensation Tables(7) For death, includes the payment of benefits under Kimberly-Clark’s group life insurance plan (which is available to all U.S. salaried employees). For death and disability, assumes the Committee would approve full payment under the Executive OfficerManagement Achievement Award Program for 2019;2021; actual amount that would be paid is determined by the Committee in its discretion. For disability, does not include benefits payable under Kimberly-Clark’s Long-Term Disability Plan (which is available to all U.S. salaried employees), the value of which would be dependent on the life span of the named executive officer and the value of any Kimberly-Clark or government-provided income benefits received.(8) Assumes pro rata vesting of unvested performance-based restricted share units at the target level for the 2017 and 2018 grants and the maximum level for the 2019 grant.grant and the target level for the 2020 and 2021 grants. See “Outstanding Equity Awards.”(9) For Ms. Underhill, includes the value of retiree medical credits assuming total and permanent disability on December 31, 2019. Our named executive officers would also be eligible for continuing coverage under Kimberly-Clark’s group life insurance plan assuming total and permanent disability on December 31, 2019,2021, which benefit does not discriminate in scope, terms or operation in favor of our named executive officers compared to the benefits offered to all U.S. salaried employees and is therefore not included in the table.84 2022 Proxy Statement Compensation Tables (10) For Ms. Underhill, includes the value of retiree medical credits assuming Ms. Underhill’s retirement on December 31, 2019. Mr. Hsu and Ms. UnderhillHenry would also be eligible for continuing coverage under Kimberly-Clark’s group life insurance plan assuming retirement on December 31, 2019,2021, which benefit does not discriminate in scope, terms or operation in favor of our executive officers compared to the benefits offered to all U.S. salaried employees and is therefore not included in the table.(11)For Ms. Underhill the estimated actuarial present value of the pension benefits payable on death is less than the present value of the aggregate accumulated benefit set forth in the Pension Benefits table; as a result, no incremental benefit as a result of her death is included in the amount.(12)For Ms. Underhill, includes the value of retiree medical credits assuming death on December 31, 2019.(13)Includes the excess, if any, of the estimated actuarial present value of the retirement benefits payable on disability for the named executive officer through December 31, 2019 (assuming the named executive officer elects to receive a continuing benefit for her surviving spouse) over the present value of the aggregate accumulated benefit set forth in the Pension Benefits table.RetirementDeparture of Mr. FalkMr. Falk retiredFormer Named Executive OfficerDecember 31, 2019. HeSeptember 1, 2021. She received a payout under our Severance Pay Plan in the amount of $3,320,000, which represents two times the sum of Ms. Underhill’s annual base salary and current target annual incentive award. She also received a payout for 20192021 under our annual cash incentive program which is shown in the Summary Compensation Table above. Because Mr. FalkMs. Underhill is over age 55, under the terms of the 2011 Plan, hisEquity Plans, her unvested stock options vested on the date of hisher departure and will be exercisable until the earlier of five years or the remaining term of the options, and hisher unvested performance-based restricted share units will be payable in full based on attainment of the performance goal at the end of the restrictedperformance period. The value of the unvested stock options and performance-based restricted share units was $34,719,513$7,609,471 at the time of Mr. Falk’s retirementMs. Underhill’s departure (assuming that theall performance-based restricted share units vest at the target level for the 2017 and 2018 grants and the maximum level for the 2019 grant)level). Upon Mr. Falk’sMs. Underhill’s retirement, the following benefits under the Supplemental Pension Plan became payable: (1) a distribution of $7,937,511, payable on January 2, 2020,$14,786 paid in December 2021 for required income and payroll taxes withheld in 20192021 and (2) a lump sum distribution having a present value of $13,206,632,$331,936, payable on July 1, 2020,in April 2022 relating to benefits accrued after 2004. Commencement of Mr. Falk’sMs. Underhill’s remaining benefits under the Pension Plan and Supplemental Pension Plan is subject to hisher election, as described above under Pension Benefits. Mr. FalkMs. Underhill received retiree medical credits valued at $104,500 and he$104,500. Ms. Underhill is eligible to receive payments for six months of COBRA medical coverage premiums, six months of outplacement services, three months of participation in our employee assistance program and continuing coverage under Kimberly-Clark’s group life insurance plan. Mr. Falk will be provided post-retirement security services during 2020 valued at approximately $4,000 and administrative support services through 2022 at no incremental cost to the company.2020 Proxy Statement85Compensation Tables2019.2021.Number of securities
to be issued upon
exercise of
outstanding options,
warrants, and rights
(in millions)
(a)Weighted average
exercise price of
outstanding
options, warrants,
and rights
(b)Number of securities
remaining available for
future issuance
under equity
compensation plans
(excluding securities
reflected in column (a))
(in millions)
(c)Equity compensation plans approved by stockholders(1) 8(2) $115.26 12.5 Equity compensation plans approved by stockholders(1) 7.7(2) $126.01 11.1 (1) Includes (a) the stockholder-approved 2021 Plan, effective April 29, 2021, (b) the stockholder-approved 2011 Plan, which effective April 21, 2011 amended and restated the stockholder-approved 2001 Equity Participation Plan, (c) the stockholder-approved 2021 Outside Directors’ Compensation Plan, effective April 29, 2021 and (b)(d) the stockholder-approved 2011 Outside Directors’ Compensation Plan, which effective April 21, 2011 amended and restated the Outside Directors’ Compensation Plan.(2) Includes 1.90.6 million and 1.3 million restricted share units, granted under the 2021 Plan and the 2011 Plan, respectively (including shares that may be issued pursuant to outstanding performance-based restricted share units, assuming the target award is met; actual shares issued may vary, depending on actual performance). Upon vesting, a share of Kimberly-Clark common stock is issued for each restricted share unit. Column (b) does not take these awards into account because they do not have an exercise price. Also includes 0.2 million restricted share units granted under the 2021 Outside Directors’ Compensation Plan and the 2011 Outside Directors’ Compensation Plan. Upon retirement from or any other termination of service from the Board, a share of Kimberly-Clark common stock is issued for each restricted share unit. Column (b) does not take these awards into account because they do not have an exercise price.2011 Outside Directors’ Compensation PlanIn 2011, our Board and our stockholders approved the 2011 Outside Directors’ Compensation Plan (as amended in 2016). A maximum of 1,044,134 shares of Kimberly-Clark common stock was available for grant under this plan (as adjusted for the Halyard Health spin-off). The Board may grant awards in the form of cash, stock options, SARs, restricted stock, restricted share units, or any combination of cash, stock options, SARs, restricted stock or restricted share units under this plan.862020 Proxy StatementProposal 4. Stockholder Proposal Regarding Right to Act by Written ConsentMs. Myra K. Young, 9295 Yorkship Court, Elk Grove, CA 95758, owning 50 shares of our common stock, has given notice that she or her designee intends to present for action at the Annual Meeting the resolution set forth below. The Board of Directors opposes this stockholder proposal for the reasons set forth below the proposal.Proxies solicited by management will be voted against the stockholder proposal below unless stockholders specify a contrary choice in their proxies.In accordance with applicable rules of the SEC, we have set forth Ms. Young’s proposal below:Proposal 4 - Right to Act by Written ConsentResolved, Kimberly-Clark Corporation (“Company”) shareholders request our board of directors undertake such steps as necessary to permit written consent by shareholders entitled to cast the minimum number of votes necessary to authorize action at a meeting at which all shareholders entitled to vote were present and voting. This written consent is to be consistent with giving shareholders the fullest power to act by written consent consistent with applicable law, including the ability to initiate any topic for written consent consistent with applicable law.Supporting Statement: Shareholder rights to act by written consent and special meetings are often complimentary ways to bring urgent matters to the attention of management and shareholders outside the annual meeting cycle.Many boards and investors assume a false equivalency between rights of written consent and special meetings. However, any shareholder, regardless how many (or few) shares she owns, can seek to solicit written consents on a proposal.By contrast, calling a special meeting may require a two-step process. A shareholder who does not own the minimum shares required must first obtain the support of other shareholders. Once that meeting is called, the shareholder must distribute proxies asking shareholders to vote on the proposal to be presented at the special meeting. This two-step process can take more time and expense than the one-step process of soliciting written consents, especially at our Company, which allows only investors with 25% of outstanding shares to call a special meeting, instead of 10%, as allowed by many companies.Blackrock’s proxy voting guidelines for 2019 include the following:In exceptional circumstances and with sufficiently broad support, shareholders should have the opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting. We therefore believe that shareholders should have the right to solicit votes by written consent provided that: 1) there are reasonable requirements to initiate the consent solicitation process (in order to avoid the waste of corporate resources in addressing narrowly supported interests); and 2) shareholders receive a minimum of 50% of outstanding shares to effectuate the action by written consent.2020 Proxy Statement87Proposal 4. Stockholder Proposal Board of Directors Statement in OppositionThis proposal topic won majority support at 13 major companies in a single year. This included 67% support at both Allstate and Sprint. More recently, the topic won majority votes at Gilead Sciences, Newell Brands, Determine, Sentinel Energy, Flowserve, JetBlue, United Rentals, Capital One, Cigna, Applied Materials, Nuance Communications, and others.Our Company should join the hundreds of major companies that enable shareholders to act by written consent.Increase Shareholder ValueVote for Right to Act by Written Consent - Proposal 4The Board of Directors unanimously recommends a vote AGAINST this proposal.Kimberly-Clark already provides stockholders with a meaningful right to act in between annual meetings through the ability of stockholders to call a special meeting. The Board believes that action by written consent as proposed is not necessary given our current governance structures and is not in the best interests of our stockholders because it does not provide for an orderly and transparent discussion of all of our stockholders’ views on a topic.Matters subject to a stockholder vote should be communicated to all stockholders in the context of an annual or special meeting (which may be called by 25 percent of outstanding shares), with adequate time to consider the matters proposed. Our governing documents provide protections, such as advance notice and thorough disclosure to all stockholders, for the conduct of business at annual and special meetings, to ensure a well-informed, fair and equitable process. Annual and special meetings also allow opportunity for discussion and interaction among stockholders so that all points of view may be considered prior to a vote. In contrast, enabling a limited group of stockholders to act by written consent may deprive almost half of our stockholders of these important rights.Action by written consent may cause confusion and disruption, as well as promote short-termism or special-interests. For example, our Board may be denied the opportunity to consider the merits of a proposed action and to suggest alternative proposals for stockholder evaluation that may be in the best interests of our stockholders. Also, multiple stockholder groups may solicit multiple written consents simultaneously, some of which may be duplicative or contradictory, causing confusion and disruption to stockholders, the Board and management.For similar reasons, most Kimberly-Clark peer companies have opted against written consent. Companies without a non-unanimous written consent provision include 12 of Kimberly-Clark’s 19 compensation peer companies (listed on page 44) and 70 percent of the 468 S&P 500 companies surveyed by FactSet in January 2020.Kimberly-Clark’s ongoing dialogue with stockholders also provides an open, transparent, and constructive forum for our stockholders to raise their concerns. During 2019 we offered meetings to stockholders representing more than 50 percent of our common stock and held numerous discussions on corporate governance topics such as board composition and refreshment, executive compensation, and corporate social responsibility and sustainability.882020 Proxy StatementProposal 4. Stockholder Proposal Board of Directors Statement in OppositionIn addition to the right to call a special meeting and extensive investor outreach, we maintain robust corporate governance practices and structures which empower our stockholders, promote accountability and oversight and provide stockholders with an opportunity to express their views:►Independent Lead Director with expansive duties ►Demonstrated commitment to Board refreshment, with six new independent directors since 2015►Proxy access for director nominations►Majority voting standard for the election of directors►Majority voting for amendments to our Certificate of Incorporation and By-Laws, i.e., no supermajority requirement►No “poison pill”Kimberly-Clark strongly believes in sound governance and values its relationship with all of its stockholders. In light of the availability of more effective alternatives to address stockholder concerns, the Board believes that stockholder action by written consent is not in the best interests of Kimberly-Clark and its stockholders.The Board unanimously recommends that the stockholders voteAGAINST the adoption of this proposal.20202022 Proxy Statement89852019,2021, by each director and nominee, by each named executive officer, and by all directors, nominees and executive officers as a group.Name Number of Shares(1)(2)(3)(4) Percent of Class Abelardo E. BruSylvia M. Burwell37,139— * John W. Culver 1,803 * Robert W. Decherd 92,478101,510 (5) *Thomas J. Falk1,166,556(6)(7) * Maria G. Henry 235,258372,429 (6) * Michael D. Hsu 413,705704,337 (6)(7) * Mae C. Jemison, M.D. 43,388*Nancy J. Karch49,02721,546* S. Todd Maclin 9573,805 * Deirdre A. Mahlan 463 * Jeffrey Melucci 83,142 (6) * Sherilyn S. McCoy 2,181*Jeffrey P. Melucci5,10937,762(6) * Christa S. Quarles 5,7858,950 * Jaime A. Ramirez 438 * Ian C. Read 31,559*Marc J. Shapiro68,19036,607(8) * Dunia A. Shive 1,0004,002 * Mark T. Smucker 4513,266 * Russell Torres 64,697 (6) * Kimberly K. Underhill 89,720222,162 (6) * Gonzalo Uribe 28,733 (6) * Michael D. White 9,51213,170 * All directors, nominees and executive officers as a group (26 persons) 2,449,2141,866,672 (6)(9) * as a group (22 persons)* (1) (2) As of the date of this proxy statement, none of the executive officers or directors has pledged any shares of our common stock. 908620202022 Proxy StatementOther InformationSecurity Ownership Information (3) 2011 PlanEquity Plans as indicated below. Amounts representing performance-based restricted share units in the table below represent target levels for these awards. See “Compensation Tables – Outstanding Equity Awards” for additional information regarding these grants.Name Time-Vested Restricted Share Units(#) Performance-Based Restricted Share Units(#) Maria G. Henry 7,003 63,347 Michael D. Hsu — 158,342 Jeffrey Melucci — 34,076 Russell Torres 20,306 28,534 Kimberly K. Underhill — 49,661 Gonzalo Uribe 8,757 7,755 Name(4)Time-Vested Restricted Share Units(#)Performance-Based Restricted Share Units(#)Thomas J. Falk—177,556Maria G. Henry6,57161,657Michael D. Hsu—108,971Jeffrey P. Melucci4,38025,977Kimberly K. Underhill—42,193(4)20192021 Outside Director Compensation table for the number of shares of restricted stock and restricted share units that the Outside Directors had outstanding as of December 31, 2019.
2021.(5) 41,94445,444 of the shares is shared with Mr. Decherd’s spouse.(6) 20192021 by: Name Number of Shares That Could be Acquired
Within 60 Days of December 31, 20192021Thomas J. Falk311,143Maria G. Henry 148,061261,943Michael D. Hsu 263,231474,551Jeffrey P. Melucci—30,287Russell Torres 12,413 Kimberly K. Underhill 14,681126,892Gonzalo Uribe 10,159 All directors, nominees and executive officers as a group (22(26 persons)830,749957,829(7) 99,41121,991 shares held by TKM, Ltd. and 562,956 shares held by TKM II, Ltd. TKM, Ltd. is a family limited partnership, which is owned by (i) an entity owned by Mr. Falk and his spouse as general partner and (ii) two family trusts previously establishedtrust for the benefit of Mr. Falk’s child as limited partners. TKM II, Ltd.Hsu’s spouse and certain other relatives. Mr. Hsu’s spouse is a family limited partnership which is owned by (i) an entity owned bytrustee of the trust. Mr. Falk and his spouse as general partner, and (ii) Mr. Falk and his spouse as limited partners. Mr. FalkHsu shares voting control over the shares held by TKM, Ltd. and TKM II, Ltd.
the trust.(8) 8,000700 shares held by a family trust for the benefit of Mr. Shapiro’s childrenRead’s spouse and for whichcertain other relatives. Mr. ShapiroRead’s spouse is trustee of the trust. Mr. Read shares voting and investment power.
control over the shares held by the trust.(9) 819,64694,657 of the shares is shared.2019,2021, each Outside Director has met the specified ownership level or is still within three years of joining the Board.20202022 Proxy Statement9187Other InformationTransactions With Related Persons 2019,2021, regarding persons or groups known to us to be beneficial owners of more than five percent of our common stock.Name and Address of Beneficial Owner Number of Shares of Common
Stock Beneficially OwnedPercentage of Common
Stock OutstandingThe Vanguard Group Inc.(1) 28,573,228 8.3% 100 Vanguard Boulevard Malvern, PA 19355 BlackRock, Inc.(2) 25,014,801 7.3% 55 East 52nd Street New York, NY 10055 State Street Corporation(3) 18,531,092 5.4% State Street Financial Center One Lincoln Center Boston, MA 02111 Name and Address of Beneficial Owner Number of Shares of Common
Stock Beneficially Owned Percentage
of Common
Stock OutstandingThe Vanguard Group Inc.(1)
100 Vanguard Boulevard
Malvern, PA 19355 29,653,201 8.8% BlackRock, Inc.(2)
55 East 52nd Street
New York, NY 10055 25,904,715 7.7% State Street Corporation(3)
State Street Financial Center
One Lincoln Street
Boston, MA 02111 17,876,864 5.3% (1) 12, 2020.9, 2022. According to the filing, Vanguard had sole voting power with respect to 508,482 shares, sole dispositive power with respect to 27,976,67128,247,175 shares, shared dispositive power with respect to 596,5571,406,026 shares and shared voting power with respect to 117,001552,403 shares, and did not have sole voting power as to any shares.(2) 5, 2020.1, 2022. According to the filing, BlackRock had sole voting power with respect to 21,550,59122,710,322 shares, sole dispositive power with respect to 25,014,80125,904,715 shares, and did not have shared voting or dispositive power as to any shares.(3) 13G13G/A filed by State Street with the SEC on February 13, 2020.11, 2022. According to the filing, State Street had shared voting power with respect to 16,360,73615,519,663 shares, shared dispositive power with respect to 18,497,13817,858,070 shares and did not have sole voting or dispositive power as to any shares.►The Nominating and Corporate Governance Committee is best suited to review, approve and ratify related person transactions involving any director, nominee for director, any five percent stockholder, or any of their immediate family members or related firms, and ►The Audit Committee is best suited to review, approve and ratify related person transactions involving executive officers (or their immediate family members or related firms), other than any executive officer that is also a Board member. ►Either Committee may, in its sole discretion, refer its consideration of related person transactions to the full Board. 88 2022 Proxy Statement Other Information CEO Pay Ratio Disclosure 922020 Proxy StatementOther Information CEO Pay Ratio Disclosure►Whether the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party; ►Whether the transaction constitutes a conflict of interest under our Code of Conduct, the nature, size or degree of any conflict, and whether mitigation of the conflict is feasible; ►The impact of the transaction on a director’s independence; and ►Whether steps have been taken to ensure fairness to Kimberly-Clark. 20192021 Related Person Transactions. We share aircraft hangar space, pilots and related services with Bergstrom Corporation, an entity that is majority-owned by John F. Bergstrom, who served as a director for a portion of 2019 but did not stand for re-election at our 2019 Annual Meeting. During 2019, Bergstrom Corporation paid us $508,000 for its share of the costs associated with these services. We believe this arrangement is fair and reasonable, advantageous to Kimberly-Clark, and consistent with national benchmarking. Based on an analysisthe company’s review of the arrangement, we also believe its termstransactions, there were no transactions considered to be comparable to those that could be obtained in arm’s-length dealings with an unrelated third party. The Nominating and Corporate Governance Committee reviewed and approved the arrangement.a related person transaction during 2021.Chief Executive Officer’sCEO’s compensation to the compensation of all our employees. For 2019:
2021:►the total compensation of our median employee was $47,328$42,749►the total compensation of our Chief Executive Officer,CEO, as reported in the Summary Compensation Table, was $12,028,120$12,009,162►the ratio of our Chief Executive Officer’sCEO’s total compensation to the median employee total compensation was 254281 to 1As permitted by SEC rules, we used the same median employee that was identified in the preparation of our pay ratio disclosure in 2018 because we believe there has been no change in our employee population or compensation arrangements that would result in a significant change to our pay ratio disclosure. Further, there has been no change in the circumstances of the employee identified as the median employee in 2018. in 2018, we compared the base salary, overtime, shift-differential, call-in and other statutory pay (e.g., 13-month bonus for certain Latin American employees) of our employees based on 10-month trailing payroll data as of October 31, 2018.2021. At that date, we had 41,87145,127 employees, of which 11,36911,159 were U.S. employees and 30,50233,968 were non-U.S. employees. We excluded the following numbers of our1,988 employees based in the following countriesMexico as permitted by SEC rules under ade minimisexemption: Ecuador (395), Honduras (254), Indonesia (313), Nicaragua (37), Nigeria (116), Panama (228), Ukraine (53), Vietnam (639). exemption. The total number of excluded employees (2,035)under the exemption represented less than 5.0 percent of our population. As a result of the exclusions,exclusion, the “considered population” for identifying the median employee was 39,836.43,139. We did not make any cost-of-living adjustments.Chief Executive Officer,CEO, each of our employees enjoys a comprehensive compensation, benefit and company and/or state-sponsored retirement package that we determine by benchmarking to local market practice.20202022 Proxy Statement9389Other InformationStockholder Director Nominees Not Included in Next Year’s Proxy Statement StockholderProposalsfor Inclusionin NextYear’s Proxy20212023 Annual Meeting of Stockholders must submit their proposals to the Corporate Secretary, Kimberly-Clark Corporation, P.O. Box 619100, Dallas, Texas 75261-9100, so that they are received at this address no later than November 6, 2020.7, 2022. Upon receipt of a proposal, we will determine whether or not to include the proposal in the proxy statement and form of proxy in accordance with applicable law. We suggest that proposals be forwarded by certified mail, return receipt requested.StockholderDirectorNomineesfor Inclusionin NextYear’s Proxy20212023 Annual Meeting of Stockholders must submit written notice of the nomination to the Corporate Secretary so that it is received between October 7, 20208, 2022 and November 6, 2020,7, 2022, unless the 20212023 Annual Meeting is held earlier than March 30, 202128, 2023 or later than June 28, 2021,26, 2023, in which case the notice must be received at least 120 days, but not more than 150 days, before the 20212023 Annual Meeting of Stockholders (unless we give less than 120 days’ notice of the annual meeting date, in which case the notice must be received within 10 days after the meeting date is announced). Any notice of a proxy access nomination must comply with the requirements of our By-Laws, which may be found in the Investors section of our website at www.kimberly-clark.com, and any applicable law.StockholderDirectorNomineesNot Includedin NextYear’s Proxy20212023 Annual Meeting of Stockholders is required to give written notice to our Corporate Secretary. We must receive this notice at least 75 days, but not more than 100 days, before the 20212023 Annual Meeting of Stockholders (unless we give less than 75 days’ notice of the annual meeting date, in which case the notice must be received within 10 days after the meeting date is announced). Any notice of a director nomination must comply with the requirements of our By-Laws and any applicable law. In addition, the deadline for a stockholder to provide notice to our Corporate Secretary under SEC Rule 14a-19, the SEC’s universal proxy rule, of the stockholder’s intent to solicit proxies in support of candidates submitted under our Certificate of Incorporation and By-Laws is February 26, 2023, unless the 2023 Annual Meeting is held earlier than March 28, 2023 or later than May 27, 2023, in which case the notice must be provided by the later of 60 days prior to the 2023 Annual Meeting of Stockholders or 10 days after the meeting date is90 2022 Proxy Statement Other Information Other Stockholder Proposals Not Included in Next Year’s Proxy Statement 942020 Proxy StatementTable of ContentsOther Stockholder Proposals Not Included in Next Year’s Proxy StatementOther Information Other Stockholder Proposals Not Included in Next Year’s Proxy Statement20212023 Annual Meeting of Stockholders, other than a matter brought under SEC Rule 14a-8 or a director nomination, must submit written notice of the proposal to the Corporate Secretary. This notice must be received between January 19, 202117, 2023 and February 13, 2021,11, 2023, unless the 20212023 Annual Meeting is held earlier than March 30, 202128, 2023 or later than June 28, 2021,26, 2023, in which case the notice must be received at least 75 days, but not more than 100 days, before the 20212023 Annual Meeting of Stockholders (unless we give less than 75 days’ notice of the annual meeting date, in which case the notice must be received within 10 days after the meeting date is announced). Any notice of a proposal must comply with the requirements of our By-Laws and any applicable law.20202022 Proxy Statement9591FOR the election of directors named in this proxy statement FOR ratification of the selection of our independent auditor FOR approval of the compensation of our named executive officers 2022 Proxy Statement General Information about our Annual Meeting Direct Stock Purchase and Dividend Reinvestment Plan Mail a revised proxy form to the Corporate Secretary of Kimberly-Clark (the form must be received before the meeting starts). Use the following address: 351 Phelps Drive, Irving, TX 75038 Use the Internet voting website Use the telephone voting procedures Attend the virtual meeting and vote in person as present in determining whether we have a quorum in determining the total number of shares entitled to vote on a proposal as votes against a proposal 2022 Proxy Statement 93 General Information about our Annual Meeting Costs of Solicitation If you hold shares through our transfer agent, Computershare, you may join the meeting as a “Stockholder” by using the annual meeting control number listed in the shaded bar on the proxy card or notice you previously received or in the email you received with your voting instructions. If you hold your shares through a broker, bank or other intermediary, you may join the meeting as a “Stockholder” by using the annual meeting control number located in the voting instruction form or email you received. In any event, please go to https://meetnow.global/MJW2GVW for more information. 94 2022 Proxy Statement
to be Presented at
the Annual Meeting
P.O. Box 619100
Dallas, Texas 75261-9100
Telephone (972) 281-1200
March 6, 2020
Grant B. McGee
Vice President, – Deputy General Counsel,andGlobal Corporate Affairs and
Corporate Secretary9620202022 Proxy Statement95
Invitation to Stockholders
Notice of 2022 Annual Meeting
Proxy Statement
Kimberly-Clark CorporationInvitation to StockholdersNotice of 2020 Annual MeetingProxy Statement
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Annual Stockholder Meeting Proxy Card 
A Proposals — The Board of Directors recommends a vote FOR the listed nominees (terms to expire at 2023 Annual Stockholder Meeting), and FOR Proposals 2 and 3. 1. Election of Directors: For Againts Abstain For Againts Abstain For Againts Abstain 01 - Sylvia M. Burwell ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ 04 - Michael D. Hsu ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ 07 - Deirdre A. Mahlan ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ 10 - Jaime A. Ramirez ☐ ☐ ☐ ☐ ☐ ☐ 12 - Mark T. Smucker ☐ ☐ ☐ 13 - Michael D. White ☐ ☐ ☐ For Againts Abstain For Againts Abstain 2. Ratification of Auditor ☐ ☐ ☐ ☐ ☐ ☐ ■ 1 P C F
Wednesday, April 27, 2022, at 9:00am CT, virtually via the internet at www.meetnow.global/MJW2GVW.
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A 
Proposals -The Board of Directors recommends a vote FOR the listed nominees (terms to expire at 2021 Annual Stockholder Meeting), FOR Proposals 2 and 3, and AGAINST Proposal 4.+ 1. Election of Directors:ForAgainstAbstainForAgainst AbstainForAgainstAbstain01 - Abelardo E. Bru☐☐☐02 - Robert W. Decherd☐☐☐03 - Michael D. Hsu☐☐☐04 - Mae C. Jemison, M.D.☐☐☐05 - S. Todd Maclin☐☐☐06 - Sherilyn S. McCoy☐☐☐07 - Christa S. Quarles☐☐☐08 - Ian C. Read☐☐☐09 - Dunia A. Shive☐☐☐10 - Mark T. Smucker☐☐☐11 - Michael D. White☐☐☐ For Against Abstain For Against Abstain 2. Ratification of Auditor ☐ ☐ ☐ 3. Advisory Vote to Approve Named Executive Officer Compensation ☐ ☐ ☐ 4. Stockholder Proposal Regarding Right to Act by Written Consent ☐ ☐ ☐ B Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.Date (mm/dd/yyyy) — Please print date below.Signature 1 — Please keep signature within the box.Signature 2 — Please keep signature within the box./ /036GWDProxy — Kimberly-Clark CorporationIMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDER MEETING TO BE HELD ON APRIL 29, 2020: The Notice of the Annual Meeting, the Proxy Statement and the 2019 Annual Report, including Form 10-K, are available at http://www.kimberly-clark.com/investors.
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Proxy/Voting Instructions for the Annual Stockholder Meeting — April 29, 202027, 2022Grant B. McGee,Alison M. Rhoten, or any of them, with full power of substitution to each, hereby are appointed proxies and are authorized to vote, as specified on the reverse side of this card, all shares of common stock that the undersigned is entitled to vote at the Annual Stockholder Meeting of Kimberly-Clark Corporation, to be held virtually via the internet at the Kimberly-Clark World Headquarters, 351 Phelps Drive, Irving, Texas 75038www.meetnow.global/MJW2GVW on Wednesday, April 29, 202027, 2022 at 9:00 a.m. Central Time and at any adjournment thereof. In their discretion, the proxies are authorized to vote on such other business as may properly come before the meeting.AND 3, AND AGAINST PROPOSAL 4. and 3.ON THE REVERSE SIDE.BELOW. C BNon-Voting ItemsAuthorized Signatures — This section must be completed for your vote to count. Please date and sign below./ / Non-Voting Items AddressAddress — Please print new address below.Comments nts — Please print your comments below.Meeting AttendanceMeeting Attendance
Mark box to the right if you plan to attend the Annual Meeting. ☐ ■ +
