Kenvue Appoints Three New Members to Board of Directors

Kenvue Inc. has appointed two new independent directors—Sarah Hofstetter, president of Profitero, Ltd., and Erica Mann, former president and head of Bayer’s Consumer Health Division—to the company’s board of directors.

Jeffrey Smith, managing member, chief executive officer and chief investment officer of Starboard Value LP, will also join the board.

Upon joining, Hofstetter will serve as a member of the Audit Committee; Mann will serve as a member of the Nominating, Governance & Sustainability Committee; and Smith will serve as a member of the Compensation & Human Capital Committee.

“We are pleased to welcome Sarah, Erica and Jeff as new directors on Kenvue’s Board,” said Larry Merlo, chair of Kenvue’s Board. “Sarah’s brand building and digital marketing expertise, Erica’s global consumer health industry experience and Jeff’s investor perspective and extensive service on corporate boards will further strengthen the Board with complementary, value-additive skillsets. Their respective insights will be very beneficial as the Board and management team continue to focus on accelerating sustainable, profitable growth and creating shareholder value.”

Cooperation Agreement

The director appointments are being made in connection with a cooperation agreement entered into between the company and Starboard. With these appointments, the board will temporarily expand from 11 to 14 directors, and as of the 2025 Annual Meeting of Shareholders, the board will be reduced to 13 directors.

In connection with the cooperation agreement, Starboard will withdraw its slate of nominated director candidates and vote all of its shares in favor of each of Kenvue’s board nominees at the 2025 Annual Meeting of Shareholders. Starboard has also agreed to a customary standstill and other provisions. The full agreement between Kenvue and Starboard will be filed as an exhibit to a current report on Form 8-K with the US Securities and Exchange Commission.

“We invested in Kenvue because of the tremendous potential we see in the company’s portfolio of iconic brands and market-leading positions in large and growing markets,” said Smith. “I am pleased to join the Board along with Sarah and Erica following the constructive dialogue we had with the Board and management team. We look forward to working collectively as a Board to position Kenvue as the preeminent global consumer health company and pursue opportunities to improve growth and profitability and enhance value for shareholders.”

Jeffrey Smith

Jeffrey C. Smith is a managing member, chief executive officer and chief investment officer of Starboard Value LP, an investment adviser with a focused and fundamental approach to investing primarily in publicly-traded US companies. Prior to founding Starboard Value LP in April 2011, Smith served as the chief investment officer for the funds that comprised the Value and Opportunity investment platform at Ramius LLC, where he was a partner managing director.

Before joining Ramius LLC in January 1998, he served as vice president of strategic development and a member of the board of directors of The Fresh Juice Company, Inc. Smith began his career in the mergers and acquisitions department at Société Générale. Prior to, Smith served as chair of the boards of directors of Papa John’s International, Inc.; Advance Auto Parts, Inc.; Darden Restaurants, Inc.; and Phoenix Technologies Ltd., a provider of core systems software products, services and embedded technologies.

Sarah Hofstetter

Sarah Hofstetter currently serves as president of Profitero, Ltd., a global e-Commerce SaaS analytics company. She has significant brand building, e-Commerce and digital marketing expertise from her career leading organizations that use advertising to drive growth. Hofstetter previously served as president of ComScore and held several senior executive roles at 360i, a US advertising arm of Dentsu, a Japanese advertising and public relations company, including serving as chairwoman, chief executive officer and senior vice president, emerging media & brand strategy. Earlier in her career, Hofstetter was president and founder of Kayak Communications and served in a series of senior leadership positions over the span of 10 years at Net2Phone. She currently serves on the board of directors of The Campbell’s Company.

Erica Mann

Erica Mann previously served as global president of Bayer’s Consumer Health Division for seven years. She is a globally experienced leader, having lived and worked across four continents, with deep expertise in consumer health, emerging markets, strategic trend analysis, culture and risk management. Prior to joining Bayer, Mann was the president and general manager of Pfizer Nutrition, having joined Pfizer upon its acquisition of Wyeth, where she had served as the senior vice president of global nutrition.

Mann has held roles of increasing responsibility at other Fortune 500 companies, including Eli Lilly and Johnson & Johnson and leadership positions in South Africa, Australia, New Zealand, Germany, Switzerland and the US. She currently serves on the boards of directors of ALS Limited, DSM-Firmenich AG and Kellanova and she previously served on the boards of directors of Perrigo Company plc and Blackmores Limited.